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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
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<P align="center" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on December&nbsp;15, 2004</B>



<P align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B>



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<P align="center" style="font-size: 14pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">
</DIV>

<DIV align="center" style="font-size: 18pt"><B>Form&nbsp;S-8</B>
</DIV>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>



<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">
</DIV>


<DIV align="center" style="font-size: 24pt"><B>Lowrance Electronics, Inc.</B>
</DIV>


<DIV align="center" style="font-size: 10pt"><I>(Exact name of Registrant as Specified in its Charter)</I></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
<I>(State of other jurisdiction of<BR>
incorporation or organization)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>3812</B><BR>
<I>(Primary Standard Industrial<BR>
Classification Code Number)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>44-0624411</B><BR>
<I>(I.R.S. Employer<BR>
Identification No.)</I></TD>
</TR>
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</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt"><B>12000 East Skelly Drive<BR>
Tulsa, Oklahoma 74128<BR>
(918)&nbsp;437-6881</B><BR>
<I>(Address, including zip code and telephone number, including area code, of Registrant&#146;s principal executive offices)</I>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 14pt"><B>Lowrance Electronics, Inc. Amended and Restated 2001 Stock Option Plan</B>



<P align="center" style="font-size: 14pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt"><B>H. Wayne Cooper<BR>
320 South Boston, Suite&nbsp;500<BR>
Tulsa, Oklahoma 74103-3725<BR>
(918)&nbsp;582-1211</B><BR>
<I>(Name, Address, including zip code and telephone number, including area code, of agent for service)</I>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="51%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="4" noshade>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Each Class of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Securities to be Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share(4)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price(4)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee</B></TD>
</TR>

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<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par value of $0.10 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">66,698<FONT style="font-size:8pt">(2)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">30.74</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,050,296.52</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">241.32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par value of $0.10 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">50,000<FONT style="font-size:8pt">(3)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">30.74</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,537,000.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">180.91</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="4" noshade>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;416 of the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), this Registration Statement on Form S-8 also
covers an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance
pursuant to the plan as the result of any future stock split, stock
dividend, or similar adjustment of the Registrant&#146;s outstanding
common stock.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents 66,698 shares issued and outstanding pursuant to the plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents 50,000 shares issuable pursuant to the plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) and (h)(1) of the
Securities Act. The proposed maximum offering price per share is
estimated to be $30.74, based on the average of the high sales price
($30.99) and the low sales price ($30.49) per share of the
Registrant&#146;s common stock as reported by the Nasdaq National Market
on December&nbsp;9, 2004.</TD>
</TR>

</TABLE>


<P>
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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>


<P align="left" style="font-size: 10pt">The Registrant has prepared this Registration Statement in accordance with the requirements
of Form S-8 under the Securities Act to register up to 116,698 shares of its common stock issued or
issuable under the Lowrance Electronics, Inc. Amended and Restated 2001 Stock Option Plan (the
&#147;Plan&#148;).


<P align="left" style="font-size: 10pt">This Form S-8 also includes a prospectus prepared in accordance with General Instruction C of Form
S-8 and in accordance with the requirements of Part&nbsp;I of Form S-3. This reoffer prospectus may be
used for reofferings and resales on a continuous or delayed basis in the future of up to an
aggregate of 66,698 shares of common stock that constitute &#147;restricted securities&#148; that have been
issued under the Plan before the filing of this Registration Statement.



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>Part I</B>



<P align="center" style="font-size: 10pt"><B>Information required in the Section&nbsp;10(a) Prospectus</B>


<P align="left" style="font-size: 10pt">The Registrant will send the documents containing the information specified in this Part&nbsp;I of
Form S-8 to Plan participants as specified by Rule&nbsp;428(b)(1) under the Securities Act. Pursuant to
the instructions to Form S-8, the Registrant is not required to file these documents either as part
of this Registration Statement or as prospectuses or prospectus supplements under Rule&nbsp;424 under
the Securities Act.<BR>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt"><B>Reoffer Prospectus</B>



<P align="left" style="font-size: 10pt"><B><I>Up to 66,698 Shares</I></B>



<P align="left" style="font-size: 10pt"><IMG src="d20978d2097801.gif" alt="(LOWRANCE LOGO)">



<P align="left" style="font-size: 10pt"><B><I>Common Stock</I></B>


<P align="left" style="font-size: 10pt">This prospectus relates to the resale of up to 66,698 shares of our common stock, $0.10 par
value, which may be offered from time to time by certain employees of Lowrance Electronics, Inc.,
identified under &#147;Selling Stockholders&#148; in this prospectus. The selling stockholders have acquired
the shares pursuant to the terms of the Lowrance Electronics, Inc. Amended and Restated 2001 Stock
Option Plan.


<P align="left" style="font-size: 10pt">The selling stockholders may offer for sale or sell their shares in varying amounts through public
or private transactions at prevailing market prices or at privately negotiated prices. We will not
receive any of the proceeds from the sale of the common stock in this offering. We will pay all of
the expenses associated with the registration of the common stock in this offering. The selling
stockholders will pay the other costs, if any, associated with any sale of common stock in this
offering. The selling stockholders and any broker executing selling orders on behalf of the selling
stockholders may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act of 1933,
as amended, in which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.


<P align="left" style="font-size: 10pt">Our common stock is traded on the Nasdaq National Market under the symbol &#147;LEIX.&#148; On December&nbsp;13,
2004, the last reported sale price of our common stock was $30.93 per share.


<P align="left" style="font-size: 10pt"><B>Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.</B>


<P align="left" style="font-size: 10pt"><B>You should carefully consider the &#147;Risk Factors&#148; beginning on page 4 of this prospectus before
purchasing shares of our common stock.</B>



<P align="center" style="font-size: 10pt">The date of this prospectus is December&nbsp;15, 2004.



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>Table of contents</B>


<DIV align="left">
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</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="94%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page</B><HR size="1" noshade></TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101">Where You Can Find More Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">Information Incorporated by Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">Forward-Looking Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">Summary Information about Lowrance Electronics</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">Selling Stockholders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">Legal Counsel</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#111">Disclosure of Commission Position on Indemnification for Securities Act Liabilities</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
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<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d20978exv5w1.htm">Opinion/Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d20978exv23w1.htm">Consent of Deloitte & Touche LLP</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
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</DIV>
<P align="left" style="font-size: 10pt">&nbsp;


<P align="left" style="font-size: 10pt"><B>We have not authorized anyone to give any information or to make any representations concerning the
offering of the common stock except that which is in the prospectus, or which is referred to under
the heading &#147;Information Incorporated by Reference&#148; in the prospectus. If anyone gives or makes any
other information or representation, you should not rely on it. The prospectus is not an offer to
sell or a solicitation of an offer to buy any securities other than the securities that are
referred to in the prospectus. The prospectus is not an offer to sell or a solicitation of any
offer to buy securities in any circumstances in which the offer or solicitation is unlawful. You
should not interpret the delivery of the prospectus, or any sale of securities, as an indication
that there has been no change in our affairs since the date of the prospectus. You should also be
aware that information in the prospectus may change after this date.</B><BR>



<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><I>In this prospectus, the terms &#147;Lowrance Electronics,&#148; &#147;our company,&#148; &#147;we,&#148; &#147;us,&#148; and &#147;our&#148; refer to
Lowrance Electronics, Inc. and include all of our consolidated subsidiaries unless the context
requires otherwise.</I>


<DIV align="left">
<A name="101"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Where you can find more information</B>


<P align="left" style="font-size: 10pt">We have filed with the Securities and Exchange Commission (&#147;SEC&#148;) a registration statement on
Form S-8, of which this prospectus is a part, under the Securities Act, with respect to the shares
of common stock offered pursuant to this prospectus. This prospectus omits certain information
contained in the registration statement as permitted by SEC rules. Statements contained in this
prospectus concerning the provisions of any document are not necessarily complete. You should
refer to the copies of those documents filed as exhibits to the registration statement or otherwise
filed by use with the SEC for a more complete understanding of the matters involved. Each
statement concerning those documents is qualified in its entirety by such reference.


<P align="left" style="font-size: 10pt">We file annual, quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy any document we file with the SEC at its public reference facility at 450
Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents by writing to
the SEC and paying a fee for the copying costs. Please call the SEC at 1-800-SEC-0330 for further
information regarding its public facilities. Our SEC filings are also available to the public from
the SEC&#146;s website at <I>http://www.sec.gov. </I>In addition, you can read and copy our SEC filings at the
office of the National Association of Securities Dealers, Inc. at 1735 K Street, Washington, D.C.
20006.


<DIV align="left">
<A name="102"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Information incorporated by reference</B>


<P align="left" style="font-size: 10pt">The information incorporated by reference is considered to be part of this prospectus, and
later information that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any future filings made
with the SEC under Sections&nbsp;13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, until all of the common stock is sold:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the year ended July&nbsp;31, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Notice of Annual Meeting of Stockholders and Proxy Statement dated November&nbsp;12, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Current Report on Form 8-K filed September&nbsp;14, 2004, reporting a Regulation&nbsp;FD disclosure.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the quarterly period ended October&nbsp;31, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in the registration statement on
Form 8-A filed by us on December&nbsp;12, 1986.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">These and our other filings with the SEC are available at our web site at
www.lowrance.com/company.asp. Upon request by any shareholder to the following address, a copy of
these filings, without exhibits, will be furnished without charge, and a copy of the exhibits to
these filings will be furnished for a fee which will not exceed our reasonable expenses in
furnishing the exhibits: H. Wayne Cooper, Secretary, Lowrance Electronics, Inc., 12000 East Skelly
Drive, Tulsa, Oklahoma 74128, (918)&nbsp;437-6881.




<P align="center" style="font-size: 10pt">3
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<DIV align="left">
<A name="103"></A>
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<P align="center" style="font-size: 10pt"><B>Risk factors</B>



<P align="left" style="font-size: 10pt"><I>An investment in our common stock involves a high degree of risk. You should carefully
consider the risks described below and other information incorporated by reference in this
prospectus, including our selected consolidated financial data and related notes thereto, before
making an investment decision. The risks and uncertainties described below are not the only ones
we face. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. If any of the following risks actually occur,
our business, financial condition or results of operations could be materially adversely affected.
This could cause a decline in the trading price of our common stock, and you may lose all or part
of your investment.</I>


<P align="left" style="font-size: 10pt"><B>Risks related to our business</B>


<P align="left" style="font-size: 10pt"><B><I>If we are not successful in the continued development, introduction or timely manufacturing
and delivery of new products, demand for our products could decrease.</I></B>


<P align="left" style="font-size: 10pt">The market for our technology and products is characterized by:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>rapid technological change;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>new and improved product introductions;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changing customer demands;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>evolving industry standards; and</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>product obsolescence.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Our future success will depend on our ability to enhance our existing technology and products and
to develop acceptable new technology and products on a timely basis. We have increased the number
of our new product introductions from ten in fiscal 2001, 12 in fiscal 2002, 28 in fiscal 2003, and
more than 30 in fiscal 2004. However, the development of enhanced and new technology and products
is a complex and uncertain process requiring high levels of innovation, highly-skilled engineering
and development personnel and the accurate anticipation of technological and market trends.
Further, we must be able to make timely delivery of our products to our customers in order for us
to remain competitive. In the future, we may not be able to identify, develop, market, deliver or
support new or enhanced technology or products on a timely basis, if at all. Furthermore, our new
technology and products may never gain market acceptance, and we may not be able to respond
effectively to evolving consumer demands, technological changes, product announcements by
competitors or emerging industry standards. Moreover, we may allocate resources to products that
ultimately never come to market or that never gain market acceptance. Such an allocation may come
at the expense of other potentially more successful products. Failure to stay current with new
product introductions in any of our markets could make it difficult for us to regain market share
in those markets when we do introduce new products. Any failure to respond to consumer preferences
would likely prevent our technology and products from gaining market acceptance or maintaining
market share.


<P align="left" style="font-size: 10pt"><B><I>We experience intense competition in all of our markets and if we are unable to compete
effectively, we may not be able to maintain profitability.</I></B>


<P align="left" style="font-size: 10pt">The marine, consumer products and aviation markets which we serve are highly competitive, subject
to rapid change and significantly affected by new product introductions and other market activities
of industry participants. The principal competitors in the markets in which we serve are Garmin
International, Inc., Humminbird, RayMarine and Magellan. Competition in the markets for our
products is based upon a number of factors including quality, technological development,
performance, service and price. In order to maintain our competitive position, we must continually
enhance and improve our products and anticipate rapid, major technological


<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt">innovations and changes within the industry. Our ability to anticipate and successfully respond to
continuing challenges is critical to our long-term growth and we cannot assure you that we will
anticipate and successfully respond to changes in our industries.


<P align="left" style="font-size: 10pt">Some of our current and potential competitors, including Garmin, have substantial competitive
advantages. These advantages include broader product and service offerings, greater resources for
competitive activities (such as research and development and strategic acquisitions and alliances).
Some of our competitors expend greater resources on sales and marketing than we do. As a result,
these current and potential competitors may be able to respond more quickly and effectively than we
can to new or changing opportunities, technologies, standards or customer requirements. We believe
that consumer interest and confidence in our products is based in large part on a customer&#146;s
previous experience with our products, word of mouth and brand awareness. Our competitors, in
contrast, may be able to use their greater resources to promote their products through heavy
advertising.


<P align="left" style="font-size: 10pt"><B><I>We may have difficulty managing significant growth that we might experience.</I></B>


<P align="left" style="font-size: 10pt">We expect to continue to experience growth in the scope of our operations and the number of our
employees. If significant growth occurs, it may place a considerable strain on our management team
and on our operational and financial systems, procedures and controls and our liquidity needs to
fund working capital and capital equipment needs. Our future success will depend in part on the
ability of our management team to manage growth effectively. This could require our management to:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>hire and train additional personnel in the United States and internationally;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>implement and improve our operational and financial systems, procedures and controls;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>maintain our cost structure at an appropriate level based on the revenues we generate;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>manage multiple, concurrent development projects; and</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>manage operations in multiple time zones with different cultures and languages.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Furthermore, although we currently have capacity for future growth and expansion in our
manufacturing facility in Mexico, we do not have significant available capacity for further growth
during our peak manufacturing period, which lasts for approximately six weeks each year. If our
growth does not occur in counter-seasonal products and markets, we may have to adjust manufacturing
schedules. Also, if we do decide to pursue future acquisitions or make capital expenditures not
currently anticipated, we may need to raise additional capital. No assurance can be made that we
will be able to raise such capital on commercially reasonable terms, if at all.


<P align="left" style="font-size: 10pt"><B><I>We depend on our suppliers, some of which are the sole source for specific components, and our
production could be seriously harmed if these suppliers are not able to meet our demand and
alternative sources are not available, or if the costs of components rise.</I></B>


<P align="left" style="font-size: 10pt">We depend on a limited number of third parties to manufacture and supply critical components for
our products. Our inability to acquire suitable products in a cost-effective, timely manner or the
loss of one or more key vendors or freight carriers could have a negative effect on our business.
We rely on sole suppliers and manufacturers for a number of key components for these products and
do not have long-term agreements with any of these suppliers or manufacturers. If these parties do
not perform their obligations, or if they cease to manufacture and supply components critical for
our products and services, we may be unable to find other suppliers on a timely basis. We cannot be
sure that alternative sources for key components used in our products will be available when needed
or, if available, that these components will be available on commercially reasonable terms.


<P align="center" style="font-size: 10pt">5
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<P align="left" style="font-size: 10pt">Certain component parts of our products are technologically advanced and/or specifically designed
for our use and thus are presently available only through single-source suppliers, some of which
are located outside of the United States. Certain other component parts are available from a number
of suppliers, but we still largely rely on single-source suppliers for these parts.


<P align="left" style="font-size: 10pt">With respect to plastic component parts, such as housings for our units, we, because of the
expense, generally maintain only one mold for each plastic part. Although typically we own each
mold and could move it to another supplier, we are limited to a single supplier for these
components at any one time.


<P align="left" style="font-size: 10pt">If for any reason (such as a protracted strike, war, fire, explosion, or wind damage affecting
production at the supplier&#146;s manufacturing plant, changes in import restrictions, a damaged or
destroyed mold or a supplier being unable to obtain certain raw materials necessary to produce
component parts), certain critical component parts were to become unavailable or the shipment of
such parts were to be substantially delayed, such unavailability or delay could materially and
adversely affect our ability to produce our products on a timely basis unless and until an
alternative source of supply or a replacement mold could be made available. This could adversely
affect our results of operations. The use of alternate components may, in some cases, require us to
redesign other components or our sub-assemblies and, as a result, we could experience manufacturing
delays. The extent of the impact upon our sales and earnings would depend upon the products
affected and the time of year of the interruption; however, any such disruption could be material
to our operations.


<P align="left" style="font-size: 10pt"><B><I>We rely on third-party dealers and distributors to sell our products, and disruption to these
channels would harm our business.</I></B>


<P align="left" style="font-size: 10pt">We sell a majority of our products to third-party dealers and distributors, and thus we are subject
to many risks inherent in relying on such distribution channels, including risks related to the
inventory levels they elect to maintain and their willingness to support our products. If dealers
and distributors attempt to reduce their levels of inventory or if they do not maintain sufficient
levels to meet consumer demand, our sales could be negatively impacted.


<P align="left" style="font-size: 10pt">Our dealers and distributors also sell products offered by our competitors. If our competitors
offer our dealers and distributors more favorable terms, those dealers and distributors may
de-emphasize or decline to carry our products. In the future, we may not be able to retain or
attract a sufficient number of qualified dealers and distributors. In addition, if we are unable to
maintain successful relationships with dealers and distributors or to expand our distribution
channels, our business could suffer.


<P align="left" style="font-size: 10pt"><B><I>We are highly dependent upon the services of our founder, Darrell J. Lowrance, and our key
management personnel.</I></B>


<P align="left" style="font-size: 10pt">Our success is greatly dependent upon the continued participation of our founder, President and
Chief Executive Officer, Darrell J. Lowrance, who has acted as our Chief Executive Officer since
1964. In addition to providing general supervision and direction, he provides active direction,
supervision and management of our sales, marketing and research and development efforts. Though we
currently maintain key man life insurance on Mr.&nbsp;Lowrance in the amount of $3.0&nbsp;million, the terms
of Mr.&nbsp;Lowrance&#146;s employment are not governed by an employment agreement and any such insurance
could not fully compensate for the loss of his services. The loss of Mr.&nbsp;Lowrance&#146;s professional
services could have a material adverse effect on our business and operating results.


<P align="left" style="font-size: 10pt">In addition to our dependence on Darrell J. Lowrance, we believe that our ability to successfully
implement our business strategy and to operate profitably depends on the continued employment of
some of our senior management team. Our management structure is comprised of relatively few senior
people which, while allowing


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<P align="left" style="font-size: 10pt">us to benefit from efficient and timely decision-making processes, exposes us to potential staffing
shortfalls should certain people leave the company. If these members of the management team become
unable or unwilling to continue in their present positions, our business and operating results
could be materially adversely affected. In addition, as we grow and expand our product line, we may
not be able to attract or retain qualified non-managerial professionals, such as engineers.


<P align="left" style="font-size: 10pt"><B><I>Our ability to compete is dependent in part upon our ability to protect our intellectual property.
We currently do not have patents protecting most of our products and technologies.</I></B>


<P align="left" style="font-size: 10pt">Under our current policy, we believe that our technical and proprietary expertise and the
continuation of technological advances are more important factors to the protection of our ongoing
proprietary interests and markets than are our patents. Therefore, we currently do not rely on
patents to protect our products and other technologies. The patents we do hold may be successfully
challenged by others or otherwise become invalidated for a variety of reasons. Thus, any patents we
currently have, which are all United States patents, may not provide us with a significant
competitive advantage.


<P align="left" style="font-size: 10pt">Third parties may claim, as they have in the past on a few occasions, that we infringe on their
intellectual property rights, which could have an adverse effect on our business and financial
condition. In addition, it is possible that other companies may obtain patents necessary for, or
useful to, the development of products similar to our products. In that event, we may be required
to obtain licenses for patents or third-party technology to develop, manufacture or market products
from those companies, even in cases where we utilize the technology before any patent is granted to
them. There can be no assurance that we would be able to obtain these licenses on commercially
reasonable terms, if at all. Furthermore, we license certain databases from third parties for use
in our GPS products in the marine, general consumer and aviation markets. There can be no assurance
that these licenses will continue to be available on commercially reasonable terms, if at all. It
is also our practice to protect certain of our proprietary technologies by relying on trade secret
laws and non-disclosure and confidentiality agreements. However, there can be no assurance that
confidentiality or trade secrets will be maintained or that others will not independently develop
or obtain access to such products or technologies.


<P align="left" style="font-size: 10pt"><B><I>Our quarterly operating results are subject to fluctuations and seasonality.</I></B>


<P align="left" style="font-size: 10pt">Our operating results are difficult to predict and thus our forecasts may not be as reliable as
those of companies in less volatile industries. Our quarterly operating results have historically
fluctuated significantly from quarter to quarter, and may continue to fluctuate. If this occurs,
the price of our stock could decline. Moreover, as we expand our operations, our operating
expenses, particularly our sales, marketing and research and development costs, may increase. If
revenues decrease and we are unable to reduce operating expenses rapidly, our operating results
would be negatively affected.


<P align="left" style="font-size: 10pt">Historically, our revenues have usually been weaker in the first (August through October) and
fourth (May through July) quarters of each fiscal year. Marine products make up approximately 80%
of our revenues. Consumer buying of marine products is traditionally lower in these quarters. Sales
of certain of our SONAR and GPS products are traditionally concentrated in the third fiscal
quarters due to increased consumer spending for such products during the beginning of the fishing
season. Sales of certain of our GPS handheld products tend to be higher in our first and second
fiscal quarters due to increased consumer spending for such products during the peak season for
several outdoor activities, such as hunting, camping and hiking, and also due to increased consumer
spending patterns on electronic devices during the holiday season. In addition, we attempt to time
our new product releases to coincide with the higher consumer spending patterns, which contributes
to these seasonal variations.


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<P align="left" style="font-size: 10pt"><B><I>Covenants in our bank credit facility impose restrictions on us.</I></B>


<P align="left" style="font-size: 10pt">Our bank credit facility limits, among other things, our ability to incur additional indebtedness,
make acquisitions and create liens on our assets. Moreover, the facility requires us to maintain
specified financial ratios and satisfy financial condition tests. Events beyond our control,
including changes in general economic and business conditions, may affect our ability to satisfy
these covenants, which could result in a default. If an event of default occurs, the lenders could
declare any amounts outstanding together with accrued interest to be immediately due and payable.
On April&nbsp;30, 2003 and July&nbsp;31, 2004, we were in violation of one of our loan covenants. The bank
waived each of these covenant violations. On April&nbsp;30, 2003, we exceeded the maximum inventory
level covenant. In addition to waiving this covenant violation, the bank waived the covenant for
July&nbsp;31, 2003 and subsequently removed the inventory covenant altogether from the facility on
September&nbsp;10, 2003. On July&nbsp;31, 2004, we exceeded the annual $5&nbsp;million limit on capital
expenditures. Although the bank waived these covenant violations and, as of July&nbsp;31, 2004, we were
in compliance with all other covenants in our bank credit facility, we cannot assure you that if we
are in default in the future that we will be able to obtain from the lenders the consents, waivers
and amendments that would be necessary to prevent an acceleration of the loans.


<P align="left" style="font-size: 10pt"><B><I>Fluctuations in the value of foreign currencies could result in increased product costs and
operating expenses.</I></B>


<P align="left" style="font-size: 10pt">We have production facilities located in Mexico and suppliers and distribution facilities that are
located outside the United States. Some transactions relating to supply and development agreements
may be conducted in currencies other than the United States dollar, and fluctuations in the value
of foreign currencies relative to the United States dollar could cause us to incur currency
exchange costs. In addition, some of our transactions denominated in currency other than United
States dollars may be subject to currency exchange rate risk. We do not currently engage in
currency hedging activities to limit the risk of exchange rate fluctuations. We cannot predict the
effect of exchange rate fluctuations on our future operating results. Should there be a sustained
increase in average exchange rates for the local currencies in these countries, our suppliers may
request price increases, which we may not be able to pass on to our customers. Such increases would
result in decreased margins which could have a material adverse effect on our business and
operating results.


<P align="left" style="font-size: 10pt"><B><I>We are subject to additional risks associated with our international operations.</I></B>


<P align="left" style="font-size: 10pt">We market and sell our products outside the United States. We have a substantial number of
employees located in Mexico to staff our manufacturing facility. We also have employees in Canada,
Australia and Europe. Additionally, many of our customers are located outside the United States. We
intend to expand our international sales and operations. We face numerous risks in doing business
outside the United States, including:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unusual or burdensome foreign laws or regulatory requirements or unexpected
changes to those laws or requirements;</Td>
<TD colspan="5">&nbsp;</TD>
</Tr>



<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>tariffs, trade protection measures, import or export licensing requirements,
trade embargoes and other trade barriers;</TD>

</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>difficulties in staffing and managing foreign operations;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>dependence on foreign distributors and their sales channels;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>longer accounts receivable collection cycles and difficulties in collecting accounts receivable;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>uncertain protection of intellectual property;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in foreign political or economic conditions, particularly in emerging markets;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>currency fluctuations; and</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>potentially adverse tax consequences.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Such factors could cause our future international sales to decline.


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<P align="left" style="font-size: 10pt">We are required to obtain CE certification for sales in many of our international markets. Although
generally we have historically obtained such certifications on a timely basis, there can be no
assurance that we will be able to obtain certifications on a timely basis, if at all, in the
future.


<P align="left" style="font-size: 10pt">We have significant operations in Mexico and are therefore susceptible to risks associated with
political, legal, trade or economic changes or instability in that country. These changes could
severely harm our business by interrupting or delaying production or shipment of our products.


<P align="left" style="font-size: 10pt">Our business practices in international markets are also subject to the requirements of the Foreign
Corrupt Practices Act. If any of our employees is found to have violated these requirements, we
could be subject to significant fines and other penalties.


<P align="left" style="font-size: 10pt"><B><I>We may be subject to risks associated with our products, including product liability, product
recall and warranty claims.</I></B>


<P align="left" style="font-size: 10pt">Our current and future products may contain defects which could subject us to product liability
claims, product recalls and warranty claims. If our aviation products malfunction or contain errors
or defects, airplane collisions or crashes could occur resulting in property damage, personal
injury or death. Malfunctions or errors or defects in our marine navigational products could cause
boats to run aground or cause other wreckage, personal injury or death. If any of these events
occurs, we could be subject to significant liability for personal injury and property damage.
Although we maintain insurance against accident-related risks involving our products, there can be
no assurance that such insurance would be sufficient to cover the cost of damages to others or that
such insurance would continue to be available at commercially reasonable rates. If we are unable to
maintain sufficient insurance to cover product liability costs, our business could be harmed.


<P align="left" style="font-size: 10pt"><B><I>Your ability to recover from our former auditors, Arthur Andersen LLP, for any potential financial
misstatements is limited.</I></B>


<P align="left" style="font-size: 10pt">On July&nbsp;10, 2002, at the recommendation of our audit committee, we dismissed Arthur Andersen LLP as
our independent public accountants and engaged Deloitte &#038; Touche LLP to serve as our independent
public accountants for fiscal year 2002. Our audited consolidated financial statements for the
years ended July&nbsp;31, 2000 and 2001 were audited by Arthur Andersen LLP, our former independent
public accountants.


<P align="left" style="font-size: 10pt">Subsequently, Arthur Andersen LLP was convicted of obstruction of justice for the activities
relating to its previous work for another of its audit clients and has ceased operations. We are
unable to predict the impact of this conviction or whether other adverse actions may be taken by
governmental or private entities against Arthur Andersen LLP. If Arthur Andersen LLP has no assets
available for creditors, you may not be able to recover against Arthur Andersen LLP for any claims
you may have under securities or other laws as a result of Arthur Andersen LLP&#146;s previous role as
our independent public accountants.


<P align="left" style="font-size: 10pt"><B><I>We could incur substantial costs as a result of violations of or liabilities under environmental
laws.</I></B>


<P align="left" style="font-size: 10pt">Our operations are subject to laws and regulations relating to the protection of the environment,
including those governing the discharge of pollutants into the air and water, the management and
disposal of hazardous substances and wastes, noise emissions, human health and safety, and the
cleanup of contaminated sites. We could incur substantial costs, including cleanup costs or fines
or penalties, as a result of violations of or liabilities under environmental laws or
non-compliance with environmental permits required at our manufacturing facility. We cannot assure
you that such costs will not have a material adverse effect on our business, results of operations
or financial condition. In addition, we cannot predict what environmental laws will be enacted or
amended in the future or what impact such laws may have on our operations.


<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B><I>Our GPS products depend upon satellites maintained by the United&nbsp;States Department of Defense. If a
significant number of these satellites become inoperable, unavailable or are not replaced or if the
policies of the United States government for the use of GPS without charge are changed, our
business will suffer.</I></B>


<P align="left" style="font-size: 10pt">GPS is a satellite-based navigation and positioning system consisting of a constellation of
orbiting satellites. The satellites and their ground control and monitoring stations are maintained
and operated by the United&nbsp;States Department of Defense. The Department of Defense does not
currently charge users for access to the satellite signals. These satellites and their ground
support systems are complex electronic systems subject to electronic and mechanical failures and
possible sabotage. The satellites were originally designed to have lives of 7.5&nbsp;years and are
subject to damage by the hostile space environment in which they operate. However, of the current
deployment of satellites in place, the average age is six years and some have been operating for
more than eleven years.


<P align="left" style="font-size: 10pt">If a significant number of satellites were to become inoperable, unavailable or are not replaced,
it would impair the current utility of our GPS products and the growth of current and additional
market opportunities. In addition, there can be no assurance that the United&nbsp;States government will
remain committed to the operation and maintenance of GPS satellites over a long period, or that the
policies of the United&nbsp;States government that provide for the use of GPS without charge and without
accuracy degradation will remain unchanged. Because of the increasing commercial applications of
GPS, other United&nbsp;States government agencies may become involved in the administration or the
regulation of the use of GPS signals. Any of the foregoing factors could affect the willingness of
buyers of our products to select GPS-based products.


<P align="left" style="font-size: 10pt"><B><I>Any reallocation of radio frequency spectrum could cause interference with the reception of GPS
signals. This interference could harm our business.</I></B>


<P align="left" style="font-size: 10pt">Our GPS technology is dependent on the use of radio frequency spectrum. The assignment of spectrum
is controlled by an international organization known as the International Telecommunications Union,
or ITU. The Federal Communications Commission, or FCC, is responsible for the assignment of
spectrum for non-government use in the United&nbsp;States in accordance with ITU regulations. Any ITU or
FCC reallocation of radio frequency spectrum, including frequency band segmentation or sharing of
spectrum, could cause interference with the reception of GPS signals and may materially and
adversely affect the utility and reliability of our products, which would, in turn, cause a
material adverse effect on our operating results. In addition, emissions from mobile satellite
services and other equipment operating in adjacent frequency bands or in the same band may
materially and adversely affect the utility and reliability of our products, which could have a
material adverse effect on our operating results.


<P align="left" style="font-size: 10pt"><B><I>Ultra-Wideband radio devices could cause interference with the reception of GPS signals. This
interference could harm our business.</I></B>


<P align="left" style="font-size: 10pt">On May&nbsp;11, 2000, the FCC issued a Notice of Proposed Rulemaking that proposes rules for the
operation of Ultra-Wideband, or UWB, radio devices on an unlicensed basis in the frequency bands
allocated to GPS. If the FCC issues final rules authorizing such operation, UWB devices might cause
interference with the reception of GPS signals. Such interference could reduce demand for GPS
products in the future. Any resulting change in market demand for GPS products could have a
material adverse effect on our financial results.


<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Risks related to this offering</B>


<P align="left" style="font-size: 10pt"><B><I>We are effectively controlled by a single stockholder who exerts considerable influence over
our business affairs and may make business decisions which may not be in your best interest.</I></B>


<P align="left" style="font-size: 10pt">As of December&nbsp;14, 2004, Darrell J. Lowrance, our founder and Chief Executive Officer, beneficially
owned approximately 14.8% of our outstanding common stock. As a result, Mr.&nbsp;Lowrance will continue
to exert substantial influence over the election of directors and over our corporate actions. This
concentration of ownership may harm the market price of our common stock by, among other things:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>delaying, deferring, or preventing a change in control of our company;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>impeding a merger, consolidation, takeover, or other business combination involving our company;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>causing us to enter into transactions or agreements that are not in the best
interests of all stockholders; or</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of our company.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B><I>Our common stock price is volatile.</I></B>


<P align="left" style="font-size: 10pt">Our common stock is quoted on The Nasdaq National Market, which has experienced and is likely to
experience in the future significant price and volume fluctuations. Such future fluctuations could
reduce the market price of our common stock without regard to our operating performance. From
August&nbsp;1, 2002 to December&nbsp;14, 2004, the closing price per share of our common stock ranged from a
low of $3.14 to a high of $36.71. We believe that among other factors, any of the following
factors could cause the price of our common stock to fluctuate substantially:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the market for sportfishing SONAR and GPS;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>delays in market acceptance or implementation by customers of our products;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in length of sales cycles of or demand by our customers for existing
and additional products;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>introduction of new products by us or our competitors;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in our pricing policies or those of our competitors or suppliers;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in our mix of sources of revenues;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the trading volume of our common stock in the public market;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>general economic conditions;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in foreign currency exchange rates;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>financial market conditions;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>acts of terrorism; and</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>threats of war.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Further, stocks in the small-cap and micro-cap segment of the market have many risks that are not
as prevalent in large-cap and &#147;Blue Chip&#148; stocks. Often it is these risks that cause micro-cap
stocks to trade at discounts to their peers. The most common of these risks is liquidity risk,
which is typically caused by small trading floats and very low trading volume, which can lead to
large spreads and high volatility in stock price. In addition, small-caps and micro-caps tend to
have significant company specific risks that contribute to lower valuations. Investors need to be
aware of the higher probability of financial default and higher degree of financial distress
inherent in the small-cap and micro-cap segment of the market. The foregoing risks are in addition
to risks relating to our operating performance.


<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B><I>Our charter documents, Delaware law and other agreements may make a takeover more difficult.</I></B>


<P align="left" style="font-size: 10pt">Our Restated Certificate of Incorporation and Bylaws contain provisions that could make it more
difficult for a third party to acquire, or attempt to acquire, control of our company, even if a
change of control was considered favorable by you and other stockholders. These provisions provide
that:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>stockholders cannot take actions by written consent;</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>stockholders cannot call a special meeting of stockholders; and</TD>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>stockholders must give advanced notice to nominate directors or submit
proposals for consideration at stockholder meeting.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">In addition, we are subject to the anti-takeover provisions of Section&nbsp;203 of the Delaware General
Corporation Law, which regulates corporate acquisitions. These provisions could discourage
potential acquisition proposals and could delay or prevent a change in control transaction. They
could also have the effect of discouraging others from making tender offers for our common stock.
These provisions may also prevent changes in our management.

<DIV align="left">
<A name="104"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Forward-looking statements</B>



<P align="left" style="font-size: 10pt">Certain statements herein or in documents incorporated by reference herein constitute
&#147;forward-looking statements&#148; within the meaning of Section&nbsp;27A of the Securities Act of 1933 and
Section&nbsp;21E of the Securities Exchange Act of 1934. These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance or achievements to differ
materially from any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. Given these risks and uncertainties, you should not
place undue reliance on the forward-looking statements. You can identify forward-looking statements
by terminology such as &#147;may,&#148; &#147;should,&#148; &#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148; &#147;anticipates,&#148; &#147;believes,&#148;
&#147;estimates,&#148; &#147;predicts,&#148; &#147;potential,&#148; &#147;continues&#148; or the negative of these terms or other
comparable terminology.


<P align="left" style="font-size: 10pt">The forward-looking statements reflect our current expectations and view about future events and
speak only as of the date the statements were made. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Important factors that could cause actual results
to differ materially from our forward-looking statements are set forth in the &#147;Risk factors&#148;
described above. All forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements set forth in this
prospectus. Except as required by law, we do not undertake any obligation to update any
forward-looking statements for any reason after the date of this prospectus or to conform these
statements to actual results or to changes in our expectations.



<P align="center" style="font-size: 10pt">12
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="105"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Summary information about Lowrance Electronics</B>


<P align="left" style="font-size: 10pt">We are a leader in the design, manufacturing and marketing of a comprehensive line of high
quality, cost-effective, sound navigation and ranging (SONAR)&nbsp;and global positioning system (GPS)
products. We market and sell our products domestically and in 43 countries throughout the world,
focusing on three primary product markets: marine, consumer (which includes outdoor recreational
use and vehicular navigation systems) and aviation.


<P align="left" style="font-size: 10pt">Approximately 80% of our total annual revenue is currently derived from sales of SONAR and SONAR/
GPS combination products to the marine market, used as fishfinders and as navigational and safety
devices by inland, coastal and offshore fisherman as well as by recreational boaters. We also sell
handheld and portable GPS products used in avionic and vehicular navigational applications and by
outdoor enthusiasts for camping, hunting, hiking and other recreational uses, as well as
accessories associated with all of our products. Revenue growth for our fiscal years ended July&nbsp;31,
2002, 2003 and 2004 was 8.3%, 11.1% and 26.7%, respectively.


<P align="left" style="font-size: 10pt">We are a leader in the marine electronics market, specifically in SONAR and SONAR/ GPS combination
products. Our position in the market is primarily attributable to our reputation for producing high
quality products, new technology development and speed to market with product innovations. We
believe that these attributes will enable us to gain market share in the fast growing handheld and
portable GPS product markets. Many of the design engineering and manufacturing processes in our
SONAR and SONAR/ GPS production are currently being used to produce our handheld and portable GPS
products. This allows us to expand faster into the GPS markets.


<P align="left" style="font-size: 10pt">Our President and CEO, Darrell J. Lowrance, co-founded Lowrance in 1957. Our initial product
offering was the fish LO-K-TOR, the first electronic fishfinder capable of displaying individual
game fish, as well as schools of baitfish, bottom structure and water depth. Today, we market a
comprehensive line of SONAR, GPS and SONAR/ GPS combination products worldwide under two brand
names, Lowrance and Eagle. We market our products to dealers, distributors, mass merchants and
original equipment manufacturers who in turn sell our products in the consumer marketplace. We have
established a global distribution network encompassing more than 1,480 wholesale and retail
customers domestically and in 43 countries throughout the world.


<P align="left" style="font-size: 10pt">We are headquartered in a 116,000 square foot facility in Tulsa, Oklahoma, where we maintain design
engineering, sales, marketing, testing, product distribution, customer service operations and
administration. Additionally, we operate a 108,000 square foot manufacturing and design engineering
facility in Ensenada, Mexico, where we manufacture all of our products. We also operate two
distribution centers in Canada and Australia, our two largest markets outside of the United States.


<P align="left" style="font-size: 10pt">We are a Delaware corporation. Our principal executive offices are located at 12000 East Skelly
Drive, Tulsa, Oklahoma 74128 and our telephone number at such address is (918)&nbsp;437-6881.




<P align="center" style="font-size: 10pt">13
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left">
<A name="106"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Selling stockholders</B>


<P align="left" style="font-size: 10pt">The following table sets forth, as of the date of this prospectus or a subsequent date if
amended or supplemented:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The name of each selling stockholder and his or her relationship to us during the past three years;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The number of shares of common stock that each selling stockholder beneficially owns;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The number of securities offered pursuant to this prospectus by each selling stockholder; and</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The amount and percentage of the common stock outstanding to be held by such
selling stockholder after completion of the sale of the common stock offered
pursuant to this prospectus.</TD>
</TR>

</TABLE>
<P align="left" style="font-size: 10pt">The information contained in the following table may be amended or supplemented from time to time.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Percentage</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Ownership</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name of Beneficial</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>After the</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Owner</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Relationships to Lowrance Electronics</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Hereby</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Offering (1)</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ronald G. Weber
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President since June&nbsp;2004;
Executive Vice President of Engineering
and Manufacturing from July&nbsp;2000 until
June&nbsp;2004
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">68,709</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">32,064</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">36,645</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Mark C. McQuown
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of Sales since
February&nbsp;2000
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,704</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,664</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">0</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bob G. Callaway
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of Marketing since
March&nbsp;2000
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,664</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,664</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">0</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jane M. Kaiser
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of Customer Operations
since February&nbsp;2000
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,653</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,653</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">0</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Douglas J. Townsdin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of Finance and Chief
Financial Officer since March&nbsp;2000
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,653</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,653</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">0</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">*</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Less than one percent of class.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Assumes the sale of all shares offered pursuant to this prospectus and no other purchases
or sales of our common stock.</TD>
</TR>

</TABLE>
<DIV align="left">
<A name="107"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Use of proceeds</B>


<P align="left" style="font-size: 10pt">We will not receive any of the proceeds from the sale of the common stock offered by the
selling stockholders.


<DIV align="left">
<A name="108"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Plan of distribution</B>


<P align="left" style="font-size: 10pt">The shares of common stock may be offered and sold from time to time by the selling
stockholders. The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. Sales may be made on the Nasdaq National
Market or in private transactions or in a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The selling stockholders and any persons who

<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">participate in the distribution of the shares of commons stock offered pursuant to this prospectus
may be deemed to be underwriters within the meaning of the Securities Act, and any discounts,
commissions or concessions received by them and any discounts, commissions or concessions provided
pursuant to the sale of shares of common stock offered pursuant to this prospectus by them might be
deemed to be underwriting discounts and commissions under the Securities Act. In addition, any
shares of common stock covered by this prospectus which qualify for resale pursuant to Rule&nbsp;144
promulgated under the Securities Act may be resold pursuant to Rule&nbsp;144 rather than pursuant to
this prospectus.


<P align="left" style="font-size: 10pt">There is no assurance that any of the selling stockholders will offer for sale or sell any or all
of the shares of common stock covered by this prospectus.


<DIV align="left">
<A name="109"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Legal counsel</B>


<P align="left" style="font-size: 10pt">Doerner, Saunders, Daniel &#038; Anderson, L.L.P., Tulsa, Oklahoma, as our counsel, has issued an
opinion as to the legality of the shares covered by this prospectus.


<DIV align="left">
<A name="110"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Experts</B>


<P align="left" style="font-size: 10pt">The audited consolidated financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the fiscal year ended July&nbsp;31, 2004, have been so incorporated
in reliance upon the report of Deloitte &#038; Touche, LLP, independent registered public accounting
firm, given on the authority of said firm as experts in accounting and auditing.


<DIV align="left">
<A name="111"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>Disclosure of commission position on indemnification<BR>
for Securities Act liabilities</B>


<P align="left" style="font-size: 10pt">Section&nbsp;145 of the General Corporation Law of the state of Delaware (the &#147;Delaware Law&#148;)
empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding, provided
that such officer or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation&#146;s best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such officer or director actually and
reasonably incurred.


<P align="left" style="font-size: 10pt">Article&nbsp;VIII, Section&nbsp;2 of our by-laws requires that each of our present and future directors and
officers (or directors and officers of some other corporation serving at our request because our
interest in such corporation) shall be indemnified by us for or against all expenses, including
costs and counsel fees which may reasonably be incurred by such officer or director in connection
with any threatened, pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative. Indemnification is prohibited, however, with respect to any matter
as to which such officer or director shall be finally adjudged in any such action, suit or
proceeding to have been derelict in the performance of his duties. The Board of Directors by a
majority vote other



<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">than those involved in said action, suit or proceedings may advance the expenses, including legal
fees and costs incurred by such officer or director in connection with an action, suit or
proceeding, provided such officer of director agrees in writing to reimburse us for such fees and
expenses if he shall finally be adjudged derelict in the performance of his duties. Similarly, by a
majority vote of the Board of Directors, an officer or director may be indemnified for expenses
incurred in proceedings that are settled or otherwise terminated.




<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="center" style="font-size: 10pt"><B>Part II</B>



<P align="center" style="font-size: 10pt"><B>Information required in the Registration Statement</B>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the year ended July&nbsp;31, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Notice of Annual Meeting of Stockholders and Proxy Statement dated November&nbsp;12, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Current Report on Form 8-K filed September&nbsp;14, 2004, reporting a Regulation&nbsp;FD disclosure.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the quarterly period ended October&nbsp;31, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in the registration statement on
Form 8-A filed by us on December&nbsp;12, 1986.</TD>
</TR>

</TABLE>
<P align="left" style="font-size: 10pt">All reports and other documents subsequently filed by the Registrant pursuant to Sections&nbsp;13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such reports or documents.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>

<P align="left" style="font-size: 10pt">Not applicable.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>

<P align="left" style="font-size: 10pt">None.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>

<P align="left" style="font-size: 10pt">Section&nbsp;145 of the General Corporation Law of the state of Delaware (the &#147;Delaware Law&#148;)
empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding, provided
that such officer or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation&#146;s best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation in the



<P align="center" style="font-size: 10pt">17
</DIV>

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\
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">performance of his duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.


<P align="left" style="font-size: 10pt">Article&nbsp;VIII, Section&nbsp;2 of our by-laws requires that each of our present and future directors and
officers (or directors and officers of some other corporation serving at our request because our
interest in such corporation) shall be indemnified by us for or against all expenses, including
costs and counsel fees which may reasonably be incurred by such officer or director in connection
with any threatened, pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative. Indemnification is prohibited, however, with respect to any matter
as to which such officer or director shall be finally adjudged in any such action, suit or
proceeding to have been derelict in the performance of his duties. The Board of Directors by a
majority vote other than those involved in said action, suit or proceedings may advance the
expenses, including legal fees and costs incurred by such officer or director in connection with an
action, suit or proceeding, provided such officer of director agrees in writing to reimburse us for
such fees and expenses if he shall finally be adjudged derelict in the performance of his duties.
Similarly, by a majority vote of the Board of Directors, an officer or director may be indemnified
for expenses incurred in proceedings that are settled or otherwise terminated.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>

<P align="left" style="font-size: 10pt">All of the securities sold and issued by us to the selling stockholders who are reoffering and
reselling such securities pursuant to this Registration Statement were issued in reliance upon the
exemption from registration under Section&nbsp;4(2) of the Securities Act of 1933 relating to sales by
an issuer not involving any public offering.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lowrance Electronics, Inc. Amended &#038; Restated 2001 Stock
Option Plan (incorporated by reference to Exhibit&nbsp;10.38 to
the Company&#146;s 2003 Annual Report on Form&nbsp;10-K).</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Doerner, Saunders, Daniel &#038; Anderson, L.L.P.
regarding legality of the common stock being offered.</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Doerner, Saunders, Daniel &#038; Anderson, L.L.P.
(included in opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature pages).</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Filed herewith.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>

<P align="left" style="font-size: 10pt">The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors,



<P align="center" style="font-size: 10pt">18
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">officers and controlling persons of the Registrant pursuant to the DGCL, the Certificate of
Incorporation and By-Laws, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
such Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in such Securities Act and will be governed by the final adjudication of such issue.


<P align="left" style="font-size: 10pt">The undersigned Registrant hereby undertakes:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a
20&nbsp;percent change in the maximum aggregate offering price set forth in the &#147;Calculation
of Registration Fee&#148; table in the effective registration statement.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that clauses (1)(i) and
(1)(ii) shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Registrant pursuant to Section&nbsp;13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">19
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="center" style="font-size: 10pt"><B>Signatures</B>


<P align="left" style="font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on December&nbsp;14, 2004.



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Lowrance Electronics, Inc.<BR>
<BR>
&nbsp;<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Darrell J. Lowrance
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Darrell J. Lowrance,&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><B>Power of Attorney</B>

<P align="left" style="font-size: 10pt">KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Darrell J. Lowrance and Douglas J. Townsdin, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection therewith) to this
Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and perform each and every act and thing
requisite or necessary to be done in connection therewith, as fully as to all intents and purpose
as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.


<P align="left" style="font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" nowrap valign="top">/s/ Darrell J. Lowrance
<HR size="1" noshade>
Darrell J. Lowrance</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
President and Chief Executive<BR>
Officer and Director<BR>
(Principal Executive Officer)<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 14, 2004</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Douglas J. Townsdin
<HR size="1" noshade>
Douglas J. Townsdin</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Vice President of Finance and<BR>
Chief Financial Officer<BR>
(Principal Financial Officer and<BR>
Principal Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 14, 2004</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ George W. Jones<HR size="1" noshade>
George W. Jones</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 14, 2004</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ M. Wayne Williams<HR size="1" noshade>
M. Wayne Williams</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 14, 2004</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Jason C. Sauey<HR size="1" noshade>
Jason C. Sauey</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December 14, 2004</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="center" style="font-size: 10pt">20
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;Index</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lowrance Electronics, Inc. Amended &#038; Restated 2001 Stock
Option Plan (incorporated by reference to Exhibit&nbsp;10.38 to
the Company&#146;s 2003 Annual Report on Form&nbsp;10-K).</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Doerner, Saunders, Daniel &#038; Anderson, L.L.P.
regarding legality of the common stock being offered.</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Doerner, Saunders, Daniel &#038; Anderson, L.L.P.
(included in opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature pages).</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Filed herewith.



<P align="center" style="font-size: 10pt">21
</DIV>


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sv8
Table of Contents
As filed with the Securities and Exchange Commission on December 15, 2004
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Lowrance Electronics, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware
(State of other jurisdiction of
incorporation or organization)
3812
(Primary Standard Industrial
Classification Code Number)
44-0624411
(I.R.S. Employer
Identification No.)
12000 East Skelly Drive
Tulsa, Oklahoma 74128
(918) 437-6881
(Address, including zip code and telephone number, including area code, of Registrant's principal executive offices)
Lowrance Electronics, Inc. Amended and Restated 2001 Stock Option Plan
H. Wayne Cooper
320 South Boston, Suite 500
Tulsa, Oklahoma 74103-3725
(918) 582-1211
(Name, Address, including zip code and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration
Securities to be Registered
Registered(1)
Per Share(4)
Offering Price(4)
Fee
Common Stock, par value of $0.10 per share
66,698
(2)
$
30.74
$
2,050,296.52
$
241.32
Common Stock, par value of $0.10 per share
50,000
(3)
$
30.74
$
1,537,000.00
$
180.91
(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement on Form S-8 also
covers an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance
pursuant to the plan as the result of any future stock split, stock
dividend, or similar adjustment of the Registrant's outstanding
common stock.
(2)
Represents 66,698 shares issued and outstanding pursuant to the plan.
(3)
Represents 50,000 shares issuable pursuant to the plan.
(4)
Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) and (h)(1) of the
Securities Act. The proposed maximum offering price per share is
estimated to be $30.74, based on the average of the high sales price
($30.99) and the low sales price ($30.49) per share of the
Registrant's common stock as reported by the Nasdaq National Market
on December 9, 2004.
Table of Contents
EXPLANATORY NOTE
The Registrant has prepared this Registration Statement in accordance with the requirements
of Form S-8 under the Securities Act to register up to 116,698 shares of its common stock issued or
issuable under the Lowrance Electronics, Inc. Amended and Restated 2001 Stock Option Plan (the
"Plan").
This Form S-8 also includes a prospectus prepared in accordance with General Instruction C of Form
S-8 and in accordance with the requirements of Part I of Form S-3. This reoffer prospectus may be
used for reofferings and resales on a continuous or delayed basis in the future of up to an
aggregate of 66,698 shares of common stock that constitute "restricted securities" that have been
issued under the Plan before the filing of this Registration Statement.
Table of Contents
Part I
Information required in the Section 10(a) Prospectus
The Registrant will send the documents containing the information specified in this Part I of
Form S-8 to Plan participants as specified by Rule 428(b)(1) under the Securities Act. Pursuant to
the instructions to Form S-8, the Registrant is not required to file these documents either as part
of this Registration Statement or as prospectuses or prospectus supplements under Rule 424 under
the Securities Act.
Table of Contents
Reoffer Prospectus
Up to 66,698 Shares
Common Stock
This prospectus relates to the resale of up to 66,698 shares of our common stock, $0.10 par
value, which may be offered from time to time by certain employees of Lowrance Electronics, Inc.,
identified under "Selling Stockholders" in this prospectus. The selling stockholders have acquired
the shares pursuant to the terms of the Lowrance Electronics, Inc. Amended and Restated 2001 Stock
Option Plan.
The selling stockholders may offer for sale or sell their shares in varying amounts through public
or private transactions at prevailing market prices or at privately negotiated prices. We will not
receive any of the proceeds from the sale of the common stock in this offering. We will pay all of
the expenses associated with the registration of the common stock in this offering. The selling
stockholders will pay the other costs, if any, associated with any sale of common stock in this
offering. The selling stockholders and any broker executing selling orders on behalf of the selling
stockholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
Our common stock is traded on the Nasdaq National Market under the symbol "LEIX." On December 13,
2004, the last reported sale price of our common stock was $30.93 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
You should carefully consider the "Risk Factors" beginning on page 4 of this prospectus before
purchasing shares of our common stock.
The date of this prospectus is December 15, 2004.
Table of contents
Page
Where You Can Find More Information
3
Information Incorporated by Reference
3
Risk Factors
4
Forward-Looking Statements
12
Summary Information about Lowrance Electronics
13
Selling Stockholders
14
Use of Proceeds
14
Plan of Distribution
14
Legal Counsel
15
Experts
15
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
15
Opinion/Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.
Consent of Deloitte & Touche LLP
We have not authorized anyone to give any information or to make any representations concerning the
offering of the common stock except that which is in the prospectus, or which is referred to under
the heading "Information Incorporated by Reference" in the prospectus. If anyone gives or makes any
other information or representation, you should not rely on it. The prospectus is not an offer to
sell or a solicitation of an offer to buy any securities other than the securities that are
referred to in the prospectus. The prospectus is not an offer to sell or a solicitation of any
offer to buy securities in any circumstances in which the offer or solicitation is unlawful. You
should not interpret the delivery of the prospectus, or any sale of securities, as an indication
that there has been no change in our affairs since the date of the prospectus. You should also be
aware that information in the prospectus may change after this date.
2
Table of Contents
In this prospectus, the terms "Lowrance Electronics," "our company," "we," "us," and "our" refer to
Lowrance Electronics, Inc. and include all of our consolidated subsidiaries unless the context
requires otherwise.
Where you can find more information
We have filed with the Securities and Exchange Commission ("SEC") a registration statement on
Form S-8, of which this prospectus is a part, under the Securities Act, with respect to the shares
of common stock offered pursuant to this prospectus. This prospectus omits certain information
contained in the registration statement as permitted by SEC rules. Statements contained in this
prospectus concerning the provisions of any document are not necessarily complete. You should
refer to the copies of those documents filed as exhibits to the registration statement or otherwise
filed by use with the SEC for a more complete understanding of the matters involved. Each
statement concerning those documents is qualified in its entirety by such reference.
We file annual, quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy any document we file with the SEC at its public reference facility at 450
Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents by writing to
the SEC and paying a fee for the copying costs. Please call the SEC at 1-800-SEC-0330 for further
information regarding its public facilities. Our SEC filings are also available to the public from
the SEC's website at
http://www.sec.gov.
In addition, you can read and copy our SEC filings at the
office of the National Association of Securities Dealers, Inc. at 1735 K Street, Washington, D.C.
20006.
Information incorporated by reference
The information incorporated by reference is considered to be part of this prospectus, and
later information that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, until all of the common stock is sold:
•
Our Annual Report on Form 10-K for the year ended July 31, 2004.
•
Our Notice of Annual Meeting of Stockholders and Proxy Statement dated November 12, 2004.
•
Our Current Report on Form 8-K filed September 14, 2004, reporting a Regulation FD disclosure.
•
Our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2004.
•
The description of our common stock contained in the registration statement on
Form 8-A filed by us on December 12, 1986.
These and our other filings with the SEC are available at our web site at
www.lowrance.com/company.asp. Upon request by any shareholder to the following address, a copy of
these filings, without exhibits, will be furnished without charge, and a copy of the exhibits to
these filings will be furnished for a fee which will not exceed our reasonable expenses in
furnishing the exhibits: H. Wayne Cooper, Secretary, Lowrance Electronics, Inc., 12000 East Skelly
Drive, Tulsa, Oklahoma 74128, (918) 437-6881.
3
Table of Contents
Risk factors
An investment in our common stock involves a high degree of risk. You should carefully
consider the risks described below and other information incorporated by reference in this
prospectus, including our selected consolidated financial data and related notes thereto, before
making an investment decision. The risks and uncertainties described below are not the only ones
we face. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. If any of the following risks actually occur,
our business, financial condition or results of operations could be materially adversely affected.
This could cause a decline in the trading price of our common stock, and you may lose all or part
of your investment.
Risks related to our business
If we are not successful in the continued development, introduction or timely manufacturing
and delivery of new products, demand for our products could decrease.
The market for our technology and products is characterized by:
•
rapid technological change;
•
new and improved product introductions;
•
changing customer demands;
•
evolving industry standards; and
•
product obsolescence.
Our future success will depend on our ability to enhance our existing technology and products and
to develop acceptable new technology and products on a timely basis. We have increased the number
of our new product introductions from ten in fiscal 2001, 12 in fiscal 2002, 28 in fiscal 2003, and
more than 30 in fiscal 2004. However, the development of enhanced and new technology and products
is a complex and uncertain process requiring high levels of innovation, highly-skilled engineering
and development personnel and the accurate anticipation of technological and market trends.
Further, we must be able to make timely delivery of our products to our customers in order for us
to remain competitive. In the future, we may not be able to identify, develop, market, deliver or
support new or enhanced technology or products on a timely basis, if at all. Furthermore, our new
technology and products may never gain market acceptance, and we may not be able to respond
effectively to evolving consumer demands, technological changes, product announcements by
competitors or emerging industry standards. Moreover, we may allocate resources to products that
ultimately never come to market or that never gain market acceptance. Such an allocation may come
at the expense of other potentially more successful products. Failure to stay current with new
product introductions in any of our markets could make it difficult for us to regain market share
in those markets when we do introduce new products. Any failure to respond to consumer preferences
would likely prevent our technology and products from gaining market acceptance or maintaining
market share.
We experience intense competition in all of our markets and if we are unable to compete
effectively, we may not be able to maintain profitability.
The marine, consumer products and aviation markets which we serve are highly competitive, subject
to rapid change and significantly affected by new product introductions and other market activities
of industry participants. The principal competitors in the markets in which we serve are Garmin
International, Inc., Humminbird, RayMarine and Magellan. Competition in the markets for our
products is based upon a number of factors including quality, technological development,
performance, service and price. In order to maintain our competitive position, we must continually
enhance and improve our products and anticipate rapid, major technological
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innovations and changes within the industry. Our ability to anticipate and successfully respond to
continuing challenges is critical to our long-term growth and we cannot assure you that we will
anticipate and successfully respond to changes in our industries.
Some of our current and potential competitors, including Garmin, have substantial competitive
advantages. These advantages include broader product and service offerings, greater resources for
competitive activities (such as research and development and strategic acquisitions and alliances).
Some of our competitors expend greater resources on sales and marketing than we do. As a result,
these current and potential competitors may be able to respond more quickly and effectively than we
can to new or changing opportunities, technologies, standards or customer requirements. We believe
that consumer interest and confidence in our products is based in large part on a customer's
previous experience with our products, word of mouth and brand awareness. Our competitors, in
contrast, may be able to use their greater resources to promote their products through heavy
advertising.
We may have difficulty managing significant growth that we might experience.
We expect to continue to experience growth in the scope of our operations and the number of our
employees. If significant growth occurs, it may place a considerable strain on our management team
and on our operational and financial systems, procedures and controls and our liquidity needs to
fund working capital and capital equipment needs. Our future success will depend in part on the
ability of our management team to manage growth effectively. This could require our management to:
•
hire and train additional personnel in the United States and internationally;
•
implement and improve our operational and financial systems, procedures and controls;
•
maintain our cost structure at an appropriate level based on the revenues we generate;
•
manage multiple, concurrent development projects; and
•
manage operations in multiple time zones with different cultures and languages.
Furthermore, although we currently have capacity for future growth and expansion in our
manufacturing facility in Mexico, we do not have significant available capacity for further growth
during our peak manufacturing period, which lasts for approximately six weeks each year. If our
growth does not occur in counter-seasonal products and markets, we may have to adjust manufacturing
schedules. Also, if we do decide to pursue future acquisitions or make capital expenditures not
currently anticipated, we may need to raise additional capital. No assurance can be made that we
will be able to raise such capital on commercially reasonable terms, if at all.
We depend on our suppliers, some of which are the sole source for specific components, and our
production could be seriously harmed if these suppliers are not able to meet our demand and
alternative sources are not available, or if the costs of components rise.
We depend on a limited number of third parties to manufacture and supply critical components for
our products. Our inability to acquire suitable products in a cost-effective, timely manner or the
loss of one or more key vendors or freight carriers could have a negative effect on our business.
We rely on sole suppliers and manufacturers for a number of key components for these products and
do not have long-term agreements with any of these suppliers or manufacturers. If these parties do
not perform their obligations, or if they cease to manufacture and supply components critical for
our products and services, we may be unable to find other suppliers on a timely basis. We cannot be
sure that alternative sources for key components used in our products will be available when needed
or, if available, that these components will be available on commercially reasonable terms.
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Certain component parts of our products are technologically advanced and/or specifically designed
for our use and thus are presently available only through single-source suppliers, some of which
are located outside of the United States. Certain other component parts are available from a number
of suppliers, but we still largely rely on single-source suppliers for these parts.
With respect to plastic component parts, such as housings for our units, we, because of the
expense, generally maintain only one mold for each plastic part. Although typically we own each
mold and could move it to another supplier, we are limited to a single supplier for these
components at any one time.
If for any reason (such as a protracted strike, war, fire, explosion, or wind damage affecting
production at the supplier's manufacturing plant, changes in import restrictions, a damaged or
destroyed mold or a supplier being unable to obtain certain raw materials necessary to produce
component parts), certain critical component parts were to become unavailable or the shipment of
such parts were to be substantially delayed, such unavailability or delay could materially and
adversely affect our ability to produce our products on a timely basis unless and until an
alternative source of supply or a replacement mold could be made available. This could adversely
affect our results of operations. The use of alternate components may, in some cases, require us to
redesign other components or our sub-assemblies and, as a result, we could experience manufacturing
delays. The extent of the impact upon our sales and earnings would depend upon the products
affected and the time of year of the interruption; however, any such disruption could be material
to our operations.
We rely on third-party dealers and distributors to sell our products, and disruption to these
channels would harm our business.
We sell a majority of our products to third-party dealers and distributors, and thus we are subject
to many risks inherent in relying on such distribution channels, including risks related to the
inventory levels they elect to maintain and their willingness to support our products. If dealers
and distributors attempt to reduce their levels of inventory or if they do not maintain sufficient
levels to meet consumer demand, our sales could be negatively impacted.
Our dealers and distributors also sell products offered by our competitors. If our competitors
offer our dealers and distributors more favorable terms, those dealers and distributors may
de-emphasize or decline to carry our products. In the future, we may not be able to retain or
attract a sufficient number of qualified dealers and distributors. In addition, if we are unable to
maintain successful relationships with dealers and distributors or to expand our distribution
channels, our business could suffer.
We are highly dependent upon the services of our founder, Darrell J. Lowrance, and our key
management personnel.
Our success is greatly dependent upon the continued participation of our founder, President and
Chief Executive Officer, Darrell J. Lowrance, who has acted as our Chief Executive Officer since
1964. In addition to providing general supervision and direction, he provides active direction,
supervision and management of our sales, marketing and research and development efforts. Though we
currently maintain key man life insurance on Mr. Lowrance in the amount of $3.0 million, the terms
of Mr. Lowrance's employment are not governed by an employment agreement and any such insurance
could not fully compensate for the loss of his services. The loss of Mr. Lowrance's professional
services could have a material adverse effect on our business and operating results.
In addition to our dependence on Darrell J. Lowrance, we believe that our ability to successfully
implement our business strategy and to operate profitably depends on the continued employment of
some of our senior management team. Our management structure is comprised of relatively few senior
people which, while allowing
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us to benefit from efficient and timely decision-making processes, exposes us to potential staffing
shortfalls should certain people leave the company. If these members of the management team become
unable or unwilling to continue in their present positions, our business and operating results
could be materially adversely affected. In addition, as we grow and expand our product line, we may
not be able to attract or retain qualified non-managerial professionals, such as engineers.
Our ability to compete is dependent in part upon our ability to protect our intellectual property.
We currently do not have patents protecting most of our products and technologies.
Under our current policy, we believe that our technical and proprietary expertise and the
continuation of technological advances are more important factors to the protection of our ongoing
proprietary interests and markets than are our patents. Therefore, we currently do not rely on
patents to protect our products and other technologies. The patents we do hold may be successfully
challenged by others or otherwise become invalidated for a variety of reasons. Thus, any patents we
currently have, which are all United States patents, may not provide us with a significant
competitive advantage.
Third parties may claim, as they have in the past on a few occasions, that we infringe on their
intellectual property rights, which could have an adverse effect on our business and financial
condition. In addition, it is possible that other companies may obtain patents necessary for, or
useful to, the development of products similar to our products. In that event, we may be required
to obtain licenses for patents or third-party technology to develop, manufacture or market products
from those companies, even in cases where we utilize the technology before any patent is granted to
them. There can be no assurance that we would be able to obtain these licenses on commercially
reasonable terms, if at all. Furthermore, we license certain databases from third parties for use
in our GPS products in the marine, general consumer and aviation markets. There can be no assurance
that these licenses will continue to be available on commercially reasonable terms, if at all. It
is also our practice to protect certain of our proprietary technologies by relying on trade secret
laws and non-disclosure and confidentiality agreements. However, there can be no assurance that
confidentiality or trade secrets will be maintained or that others will not independently develop
or obtain access to such products or technologies.
Our quarterly operating results are subject to fluctuations and seasonality.
Our operating results are difficult to predict and thus our forecasts may not be as reliable as
those of companies in less volatile industries. Our quarterly operating results have historically
fluctuated significantly from quarter to quarter, and may continue to fluctuate. If this occurs,
the price of our stock could decline. Moreover, as we expand our operations, our operating
expenses, particularly our sales, marketing and research and development costs, may increase. If
revenues decrease and we are unable to reduce operating expenses rapidly, our operating results
would be negatively affected.
Historically, our revenues have usually been weaker in the first (August through October) and
fourth (May through July) quarters of each fiscal year. Marine products make up approximately 80%
of our revenues. Consumer buying of marine products is traditionally lower in these quarters. Sales
of certain of our SONAR and GPS products are traditionally concentrated in the third fiscal
quarters due to increased consumer spending for such products during the beginning of the fishing
season. Sales of certain of our GPS handheld products tend to be higher in our first and second
fiscal quarters due to increased consumer spending for such products during the peak season for
several outdoor activities, such as hunting, camping and hiking, and also due to increased consumer
spending patterns on electronic devices during the holiday season. In addition, we attempt to time
our new product releases to coincide with the higher consumer spending patterns, which contributes
to these seasonal variations.
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Covenants in our bank credit facility impose restrictions on us.
Our bank credit facility limits, among other things, our ability to incur additional indebtedness,
make acquisitions and create liens on our assets. Moreover, the facility requires us to maintain
specified financial ratios and satisfy financial condition tests. Events beyond our control,
including changes in general economic and business conditions, may affect our ability to satisfy
these covenants, which could result in a default. If an event of default occurs, the lenders could
declare any amounts outstanding together with accrued interest to be immediately due and payable.
On April 30, 2003 and July 31, 2004, we were in violation of one of our loan covenants. The bank
waived each of these covenant violations. On April 30, 2003, we exceeded the maximum inventory
level covenant. In addition to waiving this covenant violation, the bank waived the covenant for
July 31, 2003 and subsequently removed the inventory covenant altogether from the facility on
September 10, 2003. On July 31, 2004, we exceeded the annual $5 million limit on capital
expenditures. Although the bank waived these covenant violations and, as of July 31, 2004, we were
in compliance with all other covenants in our bank credit facility, we cannot assure you that if we
are in default in the future that we will be able to obtain from the lenders the consents, waivers
and amendments that would be necessary to prevent an acceleration of the loans.
Fluctuations in the value of foreign currencies could result in increased product costs and
operating expenses.
We have production facilities located in Mexico and suppliers and distribution facilities that are
located outside the United States. Some transactions relating to supply and development agreements
may be conducted in currencies other than the United States dollar, and fluctuations in the value
of foreign currencies relative to the United States dollar could cause us to incur currency
exchange costs. In addition, some of our transactions denominated in currency other than United
States dollars may be subject to currency exchange rate risk. We do not currently engage in
currency hedging activities to limit the risk of exchange rate fluctuations. We cannot predict the
effect of exchange rate fluctuations on our future operating results. Should there be a sustained
increase in average exchange rates for the local currencies in these countries, our suppliers may
request price increases, which we may not be able to pass on to our customers. Such increases would
result in decreased margins which could have a material adverse effect on our business and
operating results.
We are subject to additional risks associated with our international operations.
We market and sell our products outside the United States. We have a substantial number of
employees located in Mexico to staff our manufacturing facility. We also have employees in Canada,
Australia and Europe. Additionally, many of our customers are located outside the United States. We
intend to expand our international sales and operations. We face numerous risks in doing business
outside the United States, including:
•
unusual or burdensome foreign laws or regulatory requirements or unexpected
changes to those laws or requirements;
•
tariffs, trade protection measures, import or export licensing requirements,
trade embargoes and other trade barriers;
•
difficulties in staffing and managing foreign operations;
•
dependence on foreign distributors and their sales channels;
•
longer accounts receivable collection cycles and difficulties in collecting accounts receivable;
•
uncertain protection of intellectual property;
•
changes in foreign political or economic conditions, particularly in emerging markets;
•
currency fluctuations; and
•
potentially adverse tax consequences.
Such factors could cause our future international sales to decline.
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We are required to obtain CE certification for sales in many of our international markets. Although
generally we have historically obtained such certifications on a timely basis, there can be no
assurance that we will be able to obtain certifications on a timely basis, if at all, in the
future.
We have significant operations in Mexico and are therefore susceptible to risks associated with
political, legal, trade or economic changes or instability in that country. These changes could
severely harm our business by interrupting or delaying production or shipment of our products.
Our business practices in international markets are also subject to the requirements of the Foreign
Corrupt Practices Act. If any of our employees is found to have violated these requirements, we
could be subject to significant fines and other penalties.
We may be subject to risks associated with our products, including product liability, product
recall and warranty claims.
Our current and future products may contain defects which could subject us to product liability
claims, product recalls and warranty claims. If our aviation products malfunction or contain errors
or defects, airplane collisions or crashes could occur resulting in property damage, personal
injury or death. Malfunctions or errors or defects in our marine navigational products could cause
boats to run aground or cause other wreckage, personal injury or death. If any of these events
occurs, we could be subject to significant liability for personal injury and property damage.
Although we maintain insurance against accident-related risks involving our products, there can be
no assurance that such insurance would be sufficient to cover the cost of damages to others or that
such insurance would continue to be available at commercially reasonable rates. If we are unable to
maintain sufficient insurance to cover product liability costs, our business could be harmed.
Your ability to recover from our former auditors, Arthur Andersen LLP, for any potential financial
misstatements is limited.
On July 10, 2002, at the recommendation of our audit committee, we dismissed Arthur Andersen LLP as
our independent public accountants and engaged Deloitte & Touche LLP to serve as our independent
public accountants for fiscal year 2002. Our audited consolidated financial statements for the
years ended July 31, 2000 and 2001 were audited by Arthur Andersen LLP, our former independent
public accountants.
Subsequently, Arthur Andersen LLP was convicted of obstruction of justice for the activities
relating to its previous work for another of its audit clients and has ceased operations. We are
unable to predict the impact of this conviction or whether other adverse actions may be taken by
governmental or private entities against Arthur Andersen LLP. If Arthur Andersen LLP has no assets
available for creditors, you may not be able to recover against Arthur Andersen LLP for any claims
you may have under securities or other laws as a result of Arthur Andersen LLP's previous role as
our independent public accountants.
We could incur substantial costs as a result of violations of or liabilities under environmental
laws.
Our operations are subject to laws and regulations relating to the protection of the environment,
including those governing the discharge of pollutants into the air and water, the management and
disposal of hazardous substances and wastes, noise emissions, human health and safety, and the
cleanup of contaminated sites. We could incur substantial costs, including cleanup costs or fines
or penalties, as a result of violations of or liabilities under environmental laws or
non-compliance with environmental permits required at our manufacturing facility. We cannot assure
you that such costs will not have a material adverse effect on our business, results of operations
or financial condition. In addition, we cannot predict what environmental laws will be enacted or
amended in the future or what impact such laws may have on our operations.
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Our GPS products depend upon satellites maintained by the United States Department of Defense. If a
significant number of these satellites become inoperable, unavailable or are not replaced or if the
policies of the United States government for the use of GPS without charge are changed, our
business will suffer.
GPS is a satellite-based navigation and positioning system consisting of a constellation of
orbiting satellites. The satellites and their ground control and monitoring stations are maintained
and operated by the United States Department of Defense. The Department of Defense does not
currently charge users for access to the satellite signals. These satellites and their ground
support systems are complex electronic systems subject to electronic and mechanical failures and
possible sabotage. The satellites were originally designed to have lives of 7.5 years and are
subject to damage by the hostile space environment in which they operate. However, of the current
deployment of satellites in place, the average age is six years and some have been operating for
more than eleven years.
If a significant number of satellites were to become inoperable, unavailable or are not replaced,
it would impair the current utility of our GPS products and the growth of current and additional
market opportunities. In addition, there can be no assurance that the United States government will
remain committed to the operation and maintenance of GPS satellites over a long period, or that the
policies of the United States government that provide for the use of GPS without charge and without
accuracy degradation will remain unchanged. Because of the increasing commercial applications of
GPS, other United States government agencies may become involved in the administration or the
regulation of the use of GPS signals. Any of the foregoing factors could affect the willingness of
buyers of our products to select GPS-based products.
Any reallocation of radio frequency spectrum could cause interference with the reception of GPS
signals. This interference could harm our business.
Our GPS technology is dependent on the use of radio frequency spectrum. The assignment of spectrum
is controlled by an international organization known as the International Telecommunications Union,
or ITU. The Federal Communications Commission, or FCC, is responsible for the assignment of
spectrum for non-government use in the United States in accordance with ITU regulations. Any ITU or
FCC reallocation of radio frequency spectrum, including frequency band segmentation or sharing of
spectrum, could cause interference with the reception of GPS signals and may materially and
adversely affect the utility and reliability of our products, which would, in turn, cause a
material adverse effect on our operating results. In addition, emissions from mobile satellite
services and other equipment operating in adjacent frequency bands or in the same band may
materially and adversely affect the utility and reliability of our products, which could have a
material adverse effect on our operating results.
Ultra-Wideband radio devices could cause interference with the reception of GPS signals. This
interference could harm our business.
On May 11, 2000, the FCC issued a Notice of Proposed Rulemaking that proposes rules for the
operation of Ultra-Wideband, or UWB, radio devices on an unlicensed basis in the frequency bands
allocated to GPS. If the FCC issues final rules authorizing such operation, UWB devices might cause
interference with the reception of GPS signals. Such interference could reduce demand for GPS
products in the future. Any resulting change in market demand for GPS products could have a
material adverse effect on our financial results.
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Risks related to this offering
We are effectively controlled by a single stockholder who exerts considerable influence over
our business affairs and may make business decisions which may not be in your best interest.
As of December 14, 2004, Darrell J. Lowrance, our founder and Chief Executive Officer, beneficially
owned approximately 14.8% of our outstanding common stock. As a result, Mr. Lowrance will continue
to exert substantial influence over the election of directors and over our corporate actions. This
concentration of ownership may harm the market price of our common stock by, among other things:
•
delaying, deferring, or preventing a change in control of our company;
•
impeding a merger, consolidation, takeover, or other business combination involving our company;
•
causing us to enter into transactions or agreements that are not in the best
interests of all stockholders; or
•
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of our company.
Our common stock price is volatile.
Our common stock is quoted on The Nasdaq National Market, which has experienced and is likely to
experience in the future significant price and volume fluctuations. Such future fluctuations could
reduce the market price of our common stock without regard to our operating performance. From
August 1, 2002 to December 14, 2004, the closing price per share of our common stock ranged from a
low of $3.14 to a high of $36.71. We believe that among other factors, any of the following
factors could cause the price of our common stock to fluctuate substantially:
•
changes in the market for sportfishing SONAR and GPS;
•
delays in market acceptance or implementation by customers of our products;
•
changes in length of sales cycles of or demand by our customers for existing
and additional products;
•
introduction of new products by us or our competitors;
•
changes in our pricing policies or those of our competitors or suppliers;
•
changes in our mix of sources of revenues;
•
the trading volume of our common stock in the public market;
•
general economic conditions;
•
changes in foreign currency exchange rates;
•
financial market conditions;
•
acts of terrorism; and
•
threats of war.
Further, stocks in the small-cap and micro-cap segment of the market have many risks that are not
as prevalent in large-cap and "Blue Chip" stocks. Often it is these risks that cause micro-cap
stocks to trade at discounts to their peers. The most common of these risks is liquidity risk,
which is typically caused by small trading floats and very low trading volume, which can lead to
large spreads and high volatility in stock price. In addition, small-caps and micro-caps tend to
have significant company specific risks that contribute to lower valuations. Investors need to be
aware of the higher probability of financial default and higher degree of financial distress
inherent in the small-cap and micro-cap segment of the market. The foregoing risks are in addition
to risks relating to our operating performance.
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Our charter documents, Delaware law and other agreements may make a takeover more difficult.
Our Restated Certificate of Incorporation and Bylaws contain provisions that could make it more
difficult for a third party to acquire, or attempt to acquire, control of our company, even if a
change of control was considered favorable by you and other stockholders. These provisions provide
that:
•
stockholders cannot take actions by written consent;
•
stockholders cannot call a special meeting of stockholders; and
•
stockholders must give advanced notice to nominate directors or submit
proposals for consideration at stockholder meeting.
In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law, which regulates corporate acquisitions. These provisions could discourage
potential acquisition proposals and could delay or prevent a change in control transaction. They
could also have the effect of discouraging others from making tender offers for our common stock.
These provisions may also prevent changes in our management.
Forward-looking statements
Certain statements herein or in documents incorporated by reference herein constitute
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance or achievements to differ
materially from any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. Given these risks and uncertainties, you should not
place undue reliance on the forward-looking statements. You can identify forward-looking statements
by terminology such as "may," "should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continues" or the negative of these terms or other
comparable terminology.
The forward-looking statements reflect our current expectations and view about future events and
speak only as of the date the statements were made. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Important factors that could cause actual results
to differ materially from our forward-looking statements are set forth in the "Risk factors"
described above. All forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements set forth in this
prospectus. Except as required by law, we do not undertake any obligation to update any
forward-looking statements for any reason after the date of this prospectus or to conform these
statements to actual results or to changes in our expectations.
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Summary information about Lowrance Electronics
We are a leader in the design, manufacturing and marketing of a comprehensive line of high
quality, cost-effective, sound navigation and ranging (SONAR) and global positioning system (GPS)
products. We market and sell our products domestically and in 43 countries throughout the world,
focusing on three primary product markets: marine, consumer (which includes outdoor recreational
use and vehicular navigation systems) and aviation.
Approximately 80% of our total annual revenue is currently derived from sales of SONAR and SONAR/
GPS combination products to the marine market, used as fishfinders and as navigational and safety
devices by inland, coastal and offshore fisherman as well as by recreational boaters. We also sell
handheld and portable GPS products used in avionic and vehicular navigational applications and by
outdoor enthusiasts for camping, hunting, hiking and other recreational uses, as well as
accessories associated with all of our products. Revenue growth for our fiscal years ended July 31,
2002, 2003 and 2004 was 8.3%, 11.1% and 26.7%, respectively.
We are a leader in the marine electronics market, specifically in SONAR and SONAR/ GPS combination
products. Our position in the market is primarily attributable to our reputation for producing high
quality products, new technology development and speed to market with product innovations. We
believe that these attributes will enable us to gain market share in the fast growing handheld and
portable GPS product markets. Many of the design engineering and manufacturing processes in our
SONAR and SONAR/ GPS production are currently being used to produce our handheld and portable GPS
products. This allows us to expand faster into the GPS markets.
Our President and CEO, Darrell J. Lowrance, co-founded Lowrance in 1957. Our initial product
offering was the fish LO-K-TOR, the first electronic fishfinder capable of displaying individual
game fish, as well as schools of baitfish, bottom structure and water depth. Today, we market a
comprehensive line of SONAR, GPS and SONAR/ GPS combination products worldwide under two brand
names, Lowrance and Eagle. We market our products to dealers, distributors, mass merchants and
original equipment manufacturers who in turn sell our products in the consumer marketplace. We have
established a global distribution network encompassing more than 1,480 wholesale and retail
customers domestically and in 43 countries throughout the world.
We are headquartered in a 116,000 square foot facility in Tulsa, Oklahoma, where we maintain design
engineering, sales, marketing, testing, product distribution, customer service operations and
administration. Additionally, we operate a 108,000 square foot manufacturing and design engineering
facility in Ensenada, Mexico, where we manufacture all of our products. We also operate two
distribution centers in Canada and Australia, our two largest markets outside of the United States.
We are a Delaware corporation. Our principal executive offices are located at 12000 East Skelly
Drive, Tulsa, Oklahoma 74128 and our telephone number at such address is (918) 437-6881.
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Selling stockholders
The following table sets forth, as of the date of this prospectus or a subsequent date if
amended or supplemented:
•
The name of each selling stockholder and his or her relationship to us during the past three years;
•
The number of shares of common stock that each selling stockholder beneficially owns;
•
The number of securities offered pursuant to this prospectus by each selling stockholder; and
•
The amount and percentage of the common stock outstanding to be held by such
selling stockholder after completion of the sale of the common stock offered
pursuant to this prospectus.
The information contained in the following table may be amended or supplemented from time to time.
No. of
No. of
No. of
Percentage
Shares
Shares
Shares
Ownership
Name of Beneficial
Beneficially
Offered
Owned After
After the
Owner
Relationships to Lowrance Electronics
Owned
Hereby
Offering
Offering (1)
Ronald G. Weber
Executive Vice President since June 2004;
Executive Vice President of Engineering
and Manufacturing from July 2000 until
June 2004
68,709
32,064
36,645
*
Mark C. McQuown
Vice President of Sales since
February 2000
8,704
8,664
0
*
Bob G. Callaway
Vice President of Marketing since
March 2000
8,664
8,664
0
*
Jane M. Kaiser
Vice President of Customer Operations
since February 2000
8,653
8,653
0
*
Douglas J. Townsdin
Vice President of Finance and Chief
Financial Officer since March 2000
8,653
8,653
0
*
* Less than one percent of class.
(1)
Assumes the sale of all shares offered pursuant to this prospectus and no other purchases
or sales of our common stock.
Use of proceeds
We will not receive any of the proceeds from the sale of the common stock offered by the
selling stockholders.
Plan of distribution
The shares of common stock may be offered and sold from time to time by the selling
stockholders. The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. Sales may be made on the Nasdaq National
Market or in private transactions or in a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The selling stockholders and any persons who
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participate in the distribution of the shares of commons stock offered pursuant to this prospectus
may be deemed to be underwriters within the meaning of the Securities Act, and any discounts,
commissions or concessions received by them and any discounts, commissions or concessions provided
pursuant to the sale of shares of common stock offered pursuant to this prospectus by them might be
deemed to be underwriting discounts and commissions under the Securities Act. In addition, any
shares of common stock covered by this prospectus which qualify for resale pursuant to Rule 144
promulgated under the Securities Act may be resold pursuant to Rule 144 rather than pursuant to
this prospectus.
There is no assurance that any of the selling stockholders will offer for sale or sell any or all
of the shares of common stock covered by this prospectus.
Legal counsel
Doerner, Saunders, Daniel & Anderson, L.L.P., Tulsa, Oklahoma, as our counsel, has issued an
opinion as to the legality of the shares covered by this prospectus.
Experts
The audited consolidated financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the fiscal year ended July 31, 2004, have been so incorporated
in reliance upon the report of Deloitte & Touche, LLP, independent registered public accounting
firm, given on the authority of said firm as experts in accounting and auditing.
Disclosure of commission position on indemnification
for Securities Act liabilities
Section 145 of the General Corporation Law of the state of Delaware (the "Delaware Law")
empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding, provided
that such officer or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such officer or director actually and
reasonably incurred.
Article VIII, Section 2 of our by-laws requires that each of our present and future directors and
officers (or directors and officers of some other corporation serving at our request because our
interest in such corporation) shall be indemnified by us for or against all expenses, including
costs and counsel fees which may reasonably be incurred by such officer or director in connection
with any threatened, pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative. Indemnification is prohibited, however, with respect to any matter
as to which such officer or director shall be finally adjudged in any such action, suit or
proceeding to have been derelict in the performance of his duties. The Board of Directors by a
majority vote other
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than those involved in said action, suit or proceedings may advance the expenses, including legal
fees and costs incurred by such officer or director in connection with an action, suit or
proceeding, provided such officer of director agrees in writing to reimburse us for such fees and
expenses if he shall finally be adjudged derelict in the performance of his duties. Similarly, by a
majority vote of the Board of Directors, an officer or director may be indemnified for expenses
incurred in proceedings that are settled or otherwise terminated.
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Part II
Information required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
•
Our Annual Report on Form 10-K for the year ended July 31, 2004.
•
Our Notice of Annual Meeting of Stockholders and Proxy Statement dated November 12, 2004.
•
Our Current Report on Form 8-K filed September 14, 2004, reporting a Regulation FD disclosure.
•
Our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2004.
•
The description of our common stock contained in the registration statement on
Form 8-A filed by us on December 12, 1986.
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such reports or documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the state of Delaware (the "Delaware Law")
empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding, provided
that such officer or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation in the
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\
performance of his duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.
Article VIII, Section 2 of our by-laws requires that each of our present and future directors and
officers (or directors and officers of some other corporation serving at our request because our
interest in such corporation) shall be indemnified by us for or against all expenses, including
costs and counsel fees which may reasonably be incurred by such officer or director in connection
with any threatened, pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative. Indemnification is prohibited, however, with respect to any matter
as to which such officer or director shall be finally adjudged in any such action, suit or
proceeding to have been derelict in the performance of his duties. The Board of Directors by a
majority vote other than those involved in said action, suit or proceedings may advance the
expenses, including legal fees and costs incurred by such officer or director in connection with an
action, suit or proceeding, provided such officer of director agrees in writing to reimburse us for
such fees and expenses if he shall finally be adjudged derelict in the performance of his duties.
Similarly, by a majority vote of the Board of Directors, an officer or director may be indemnified
for expenses incurred in proceedings that are settled or otherwise terminated.
Item 7. Exemption from Registration Claimed.
All of the securities sold and issued by us to the selling stockholders who are reoffering and
reselling such securities pursuant to this Registration Statement were issued in reliance upon the
exemption from registration under Section 4(2) of the Securities Act of 1933 relating to sales by
an issuer not involving any public offering.
Item 8. Exhibits.
Exhibit No.
Description
4.1
Lowrance Electronics, Inc. Amended & Restated 2001 Stock
Option Plan (incorporated by reference to Exhibit 10.38 to
the Company's 2003 Annual Report on Form 10-K).
5.1*
Opinion of Doerner, Saunders, Daniel & Anderson, L.L.P.
regarding legality of the common stock being offered.
23.1*
Consent of Deloitte & Touche LLP.
23.2
Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.
(included in opinion filed as Exhibit 5.1).
24.1
Power of Attorney (included on signature pages).
* Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors,
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officers and controlling persons of the Registrant pursuant to the DGCL, the Certificate of
Incorporation and By-Laws, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
such Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in such Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that clauses (1)(i) and
(1)(ii) shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on December 14, 2004.
Lowrance Electronics, Inc.
By:
/s/ Darrell J. Lowrance
Darrell J. Lowrance,
President and Chief Executive Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Darrell J. Lowrance and Douglas J. Townsdin, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection therewith) to this
Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and perform each and every act and thing
requisite or necessary to be done in connection therewith, as fully as to all intents and purpose
as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Darrell J. Lowrance
Darrell J. Lowrance
President and Chief Executive
Officer and Director
(Principal Executive Officer)
December 14, 2004
/s/ Douglas J. Townsdin
Douglas J. Townsdin
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
December 14, 2004
/s/ George W. Jones
George W. Jones
Director
December 14, 2004
/s/ M. Wayne Williams
M. Wayne Williams
Director
December 14, 2004
/s/ Jason C. Sauey
Jason C. Sauey
Director
December 14, 2004
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Exhibit Index
Exhibit No.
Description
4.1
Lowrance Electronics, Inc. Amended & Restated 2001 Stock
Option Plan (incorporated by reference to Exhibit 10.38 to
the Company's 2003 Annual Report on Form 10-K).
5.1*
Opinion of Doerner, Saunders, Daniel & Anderson, L.L.P.
regarding legality of the common stock being offered.
23.1*
Consent of Deloitte & Touche LLP.
23.2
Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.
(included in opinion filed as Exhibit 5.1).
24.1
Power of Attorney (included on signature pages).
* Filed herewith.
21