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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000950129-01-000467.txt : 20010205
+<SEC-HEADER>0000950129-01-000467.hdr.sgml : 20010205
+ACCESSION NUMBER:		0000950129-01-000467
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010202
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			TRUETIME INC
+		CENTRAL INDEX KEY:			0001097984
+		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
+		IRS NUMBER:				943343279
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-28473
+		FILM NUMBER:		1523742
+
+	BUSINESS ADDRESS:	
+		STREET 1:		2835 DUKE COURT
+		CITY:			SANTA ROSA
+		STATE:			CA
+		ZIP:			95407
+		BUSINESS PHONE:		7075281230
+
+	MAIL ADDRESS:	
+		STREET 1:		2835 DUKE COURT
+		CITY:			SANTA ROSA
+		STATE:			CA
+		ZIP:			95407
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>h82862a3e10-ka.txt
+<DESCRIPTION>TRUETIME, INC. - AMENDMENT NO. 3
+<TEXT>
+
+<PAGE>   1
+================================================================================
+
+
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                             Washington, D.C. 20549
+
+                              --------------------
+
+
+
+                                   FORM 10-K/A
+                                 AMENDMENT NO. 3
+
+
+                       AMENDMENT TO APPLICATION OR REPORT
+                FILED PURSUANT TO SECTION 12, 13, OR 15(d) OF THE
+                        SECURITIES EXCHANGE ACT OF 1934
+
+
+
+
+                                 TRUETIME, INC.
+             (Exact name of registrant as specified in its charter)
+
+
+
+
+
+
+                        COMMISSION FILE NUMBER 000-28473
+
+
+
+================================================================================
+
+
+<PAGE>   2
+The undersigned registrant hereby amends Part II, Item 5, and Part IV, Item
+14(d), Note 7 of its Annual Report on Form 10-K for the year ended September 30,
+2000 as set forth below to (1) correct the registrant's inadvertent inclusion of
+the number of beneficial holders of its common stock as of December 8, 2000,
+rather than the number of record holders as of such date as indicated therein
+and (2) correct the registrant's inadvertent exclusion of certain options, and
+to correct the inadvertent misclassification of certain options in the notes to
+the Financial Statements.
+
+PART II
+ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
+
+         Our common stock began trading on the Nasdaq National Market on
+December 17, 1999, under the symbol "TRUE." Before that time, there was no
+market for our common stock. On December 8, 2000, there were 47 holders of
+record of our common stock and an estimated 3,932 beneficial holders of our
+common stock.
+
+         The following table presents the range of high and low bid quotations
+for our common stock during the year ended September 30, 2000, our first year as
+a public company, as reported by The Nasdaq Stock Market, Inc.
+
+
+<TABLE>
+<CAPTION>
+YEAR ENDED SEPTEMBER 30, 2000:                                  LOW          HIGH
+- ------------------------------                                  ---          ----
+<S>                                                            <C>         <C>
+First Quarter........................................          $6.250       $ 8.750
+
+Second Quarter.......................................           6.135        15.500
+
+Third Quarter........................................           2.750         7.500
+
+Fourth Quarter.......................................           2.500         5.813
+</TABLE>
+
+
+         Historically, we have not paid dividends, and we do not intend to pay
+cash dividends on our common stock in the foreseeable future. We presently
+intend to retain earnings for use in our business, with any future decision to
+pay cash dividends dependent upon our growth, profitability, financial condition
+and other factors the Board of Directors may deem relevant.
+
+         The Company commenced the initial public offering (the "Offering") of
+its common stock on December 16, 1999 pursuant to a Registration Statement on
+Form S-1 (Registration No. 333-90269), which was declared effective by the
+Securities and Exchange Commission on December 16, 1999. The Offering was
+terminated upon that sale of all of the securities covered by such Registration
+Statement. The Company has used approximately $4,483,000 of the initial net
+proceeds of $8,642,668 from the offering for day to day working capital
+requirements. As of September 30, 2000, the Company had invested unused net
+proceeds of the Offering in the amount of approximately $4,160,000 in short-term
+money market investments.
+
+
+PART IV
+ITEM 14(d).  FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
+             SCHEDULES-  NOTE 7. STOCK OPTION PLANS
+
+7. STOCK OPTION PLANS
+
+    The Company's employees participate in the TrueTime, Inc. 1999 Key Employee
+Stock Option Plan (the "Employee Plan") and the non-employee directors and
+consultants participate in the TrueTime, Inc. 1999 Non-Employee Director Plan
+(the "Director Plan"). The Employee Plan covers substantially all eligible
+employees in the United States. These plans were established on November 1,
+1999.
+
+     The Employee Plan is administered by a committee of no fewer than two
+persons appointed by the board. Under the Employee Plan, options to purchase
+common stock and restricted stock awards up to an aggregate of 1,500,000 shares
+of common stock may be granted by the committee. Under the Director Plan,
+options to purchase common stock and restricted stock awards up to an aggregate
+of 150,000 shares of common stock may be granted. A total of 1,650,000 shares of
+the Company's common stock have been reserved for issuance under the plans.
+
+
+<PAGE>   3
+     Options under the Employee Plan may be either "Incentive Stock Options"
+(ISO) or "Nonqualified Stock Options" (NSO) as defined under Section 422 of the
+Internal Revenue Code. Only an NSO can be granted under the Non-Employee
+Director Plan. The exercise price of an option shall not be less than the
+greater of (i) 100% of the fair market value of the shares or (ii) the aggregate
+par value of the shares, on the date the option is granted. The exercise price
+of any ISO granted to a person owning more than 10% of the total combined voting
+power of all classes of stock of the Company shall not be less than 110% of the
+fair market value of the shares on the date the option is granted.
+
+     Under the Employee Plan, options generally vest at a rate of 25% of the
+total at the end of each anniversary of the date of grant. Options granted under
+the Non-Employee Director Plan are fully exercisable from date of grant. Options
+generally expire ten years from the date of the grant except in the case of an
+ISO granted to an optionee who, at the time of the option is granted, owns stock
+representing more than ten percent of the voting power of all classes of stock
+outstanding. In this case, the term of the option is five years from the date of
+the grant.
+
+     Vested options held by individuals upon termination of their relationship
+with the Company may be exercised no later than three months following the date
+of termination or twelve months following death or disability until expiration
+of the option.
+
+     During the year ended September 30, 2000, the Company issued an option to
+purchase 10,000 shares of common stock at $5 per share to an advisor to the
+Company in return for services; the options vested immediately and expire in ten
+years. The fair value of these options was estimated at $42,805 using the
+Black-Sholes model using the following assumptions: risk-free interest rate of
+4.5%; expected life of ten years; expected dividend rate of 0%; and volatility
+of 85%. This amount has been charged to general and administrative expense
+during the year ended September 30, 2000. No options had been exercised at
+September 30, 2000.
+
+A summary of activity with respect to the Employee Plan and the Director Plan
+for the year ended September 30, 2000 is as follows:
+
+<TABLE>
+<CAPTION>
+                                                                    OPTIONS OUTSTANDING
+                                     -------------------------------------------------------------------------------------
+                                                                                                                WEIGHTED
+                                         OPTIONS                                                                AVERAGE
+                                      AVAILABLE FOR      NUMBER OF                             AGGREGATE        EXERCISE
+                                          GRANT           OPTIONS         EXERCISE PRICE         PRICE            PRICE
+                                     ---------------    ------------     ----------------    -------------    -----------
+Outstanding at October 1, 1999
+<S>                                    <C>               <C>              <C>                  <C>               <C>
+   Available                            1,650,000            --                 --                 --              --
+   Granted                             (1,001,000)       1,001,000        $3.06 -- $11.81      $5,203,688        $ 5.45
+   Exercised                               --                --                 --                 --              --
+
+   Forfeited                              114,500        ( 114,500)            $5.00             (572,500)       $ 5.00
+                                      -----------       ----------                            -----------       -------
+
+Outstanding at September 30, 2000         763,500          886,500                             $4,631,188         $5.51
+                                      ===========       ==========                            ===========       =======
+</TABLE>
+
+
+     The following table summarizes information about stock options outstanding
+and exercisable at September 30, 2000:
+
+<TABLE>
+<CAPTION>
+                                                                                        OPTIONS CURRENTLY
+                                             OPTIONS OUTSTANDING                           EXERCISABLE
+     -------------------------- ----------------------------------------------     -----------------------------
+                                                   WEIGHTED
+                                                    AVERAGE
+                                                  CONTRACTUAL      WEIGHTED                          WEIGHTED
+                                                   REMAINING       AVERAGE                           AVERAGE
+                                   NUMBER            LIFE          EXERCISE          NUMBER          EXERCISE
+         EXERCISE PRICE         OUTSTANDING         (YEARS)         PRICE          OUTSTANDING        PRICE
+     -----------------------    -----------       ------------    ----------      -------------    ------------
+<S>                               <C>                <C>            <C>               <C>             <C>
+     $ 3.06                        63,000            9.84           $ 3.06              --              --
+     $ 5.00                       697,000            9.22           $ 5.00            60,000          $ 5.00
+     $ 6.19                        51,500            9.53           $ 6.19              --              --
+     $11.81                        75,000            9.28           $11.81              --              --
+                                 --------           -----          -------           -------         -------
+                                  886,500            9.28           $ 5.51            60,000          $ 5.00
+                                 ========           =====          =======           =======         =======
+</TABLE>
+<PAGE>   4
+The following information is presented in accordance with the disclosure
+requirements of SFAS 123. The fair value of each option grant to employees has
+been estimated on the date of grant using the Black-Scholes method with the
+following weighted average assumptions used for grants:
+
+<TABLE>
+<CAPTION>
+<S>                                                        <C>
+          Risk-free interest rate                          6.25%
+          Expected life                                     6.6
+          Expected dividends                                --
+          Volatility                                        118%
+</TABLE>
+
+The weighted average fair value of the options granted was $4.90 per share for
+the year ended September 30, 2000.
+
+Had compensation expense for the Employee Plan and Director Plan been determined
+based on the fair value at the grant date for options granted during the year
+ended September 30, 2000, consistent with the provisions of SFAS 123, the pro
+forma net income would have been reported as follows:
+
+<TABLE>
+<S>                                              <C>                      <C>
+         Net income                              As reported              $ 984,128
+                                                 Pro forma                $   8,935
+
+         Earnings per share - basic              As reported              $    0.18
+                                                 Pro forma                $      --
+
+         Earnings per share - diluted            As reported              $    0.18
+</TABLE>
+
+
+<PAGE>   5
+
+                                   SIGNATURES
+
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
+Act of 1934, the Registrant has duly caused this report to be signed on its
+behalf by the undersigned, thereunto duly authorized
+
+                                     TRUETIME, INC.
+
+
+
+Date: February 1, 2001               By  /s/ Elizabeth A. Withers
+                                       ----------------------------------------
+                                             Elizabeth A. Withers
+                                        President and Chief Executive Officer
+
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----