UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2007.

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                      to                     .

ADVANCED ENERGY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-0846841
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1625 Sharp Point Drive, Fort Collins,		CO 80525
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (970) 221-4670

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

                           Large accelerated filer o     Accelerated filer þ     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No þ.

As of July 31, 2007, there were 45,240,288 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

 

 

EXPLANATORY NOTE

          This amendment on Form 10-Q/A is being filed to revise Part II — Other Information of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 that was filed on August 3, 2007 (“the Report”) to correct an inadvertent omission in Item 4 — Submission of Matters to a Vote of Security Holders. This amendment to the Report does not alter any part of the content of the Report, except for the changes and additional information provided herein. This amendment continues to speak as of the date of the Report. We have not updated the disclosures contained in this amendment to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this amendment is not a representation that any statements contained in the Report or this amendment are true or complete as of any date subsequent to the date of the Report. This amendment does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.

ADVANCED ENERGY INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS

PART II OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 6. EXHIBITS

SIGNATURE

Certification of CEO Pursuant to Section 302

Certification of CFO Pursuant to Section 302

Certification of CEO Pursuant to Section 906

Certification of CFO Pursuant to Section 906

PART II OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     We held our 2007 Annual Meeting of Stockholders on Wednesday, May 2, 2007 to vote on four proposals. Proxy statements were sent to all shareholders. The first proposal was for the election of the following eight directors: Douglas S. Schatz, Richard P. Beck, Hans Georg Betz, Joseph R. Bronson, Trung T. Doan, Barry Z. Posner, Thomas Rohrs and Elwood Spedden. All eight directors were elected with the following votes tabulated:

Name of Director		Votes For				Votes Withheld
Mr. Schatz			40,491,874				759,062
Mr. Beck			38,347,508				2,903,428
Dr. Betz			40,497,772				753,164
Mr. Bronson			40,905,510				345,426
Mr. Doan			40,906,325				344,611
Dr. Posner			40,906,344				344,592
Mr. Rohrs			39,838,276				1,412,660
Mr. Spedden			40,497,087				753,849

     The second proposal was to amend the 2003 Non-Employee Directors’ Stock Option Plan to expand the forms of awards that may be granted to non-employee directors. The amendment was approved with the following votes tabulated:

For		Against				Abstain				Broker Non-Vote
36,333,745			1,974,870				40,422				2,901,899

     The third proposal was to amend the 2003 Stock Option Plan to expand the forms of awards that may be granted employees. The amendment was approved with the following votes tabulated:

For		Against				Abstain				Broker Non-Vote
36,053,560			2,220,484				74,993				2,901,899

     The fourth proposal was to approve the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for 2007. The appointment of Grant Thornton LLP was ratified with the following votes tabulated:

For		Against				Abstain				Broker Non-Vote
40,371,436			830,363				49,136				0

ITEM 6. EXHIBITS

Exhibits:
31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

     Pursuant to the requirements 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.

		ADVANCED ENERGY INDUSTRIES, INC.
Dated: November 9, 2007
		/s/ Lawrence D. Firestone
		Lawrence D. Firestone
		Executive Vice President & Chief Financial Officer

INDEX TO EXHIBITS

31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.