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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

Commission File No. 0-4466

Artesyn Technologies, Inc.

(Exact name of Registrant as specified in its charter)

(561) 451-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

Common Stock Purchase Rights

(Title of each class)

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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K     þ.

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

      The aggregate market value of common stock held by non-affiliates of the registrant as of June 25, 2004, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $332 million.

      As of February 18, 2005, 39,475,651 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of our proxy statement for the annual meeting of shareholders to be held on June 2, 2005 are incorporated by reference into Part III hereof.

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      This Form 10-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. We caution readers that a number of important factors, including those identified in the section entitled “Risk Factors that May Affect Future Results” as well as factors discussed in our other reports filed with the Securities and Exchange Commission, could affect our actual results and cause them to differ materially from those expressed in the forward-looking statements. Forward-looking statements typically use words or phrases such as “estimate,” “plans,” “projects,” “anticipates,” “continuing,” “ongoing,” “expects,” “believes,” or words of similar import. Forward-looking statements included in this Form 10-K are made only as of the date hereof, based on information available as of the date hereof, and subject to applicable law to the contrary, we assume no obligation to update any forward-looking statements.

PART I

     Overview

      Artesyn Technologies, Inc. is a leading supplier of power conversion equipment and embedded computing solutions. Our products are designed and manufactured to meet the system needs of Original Equipment Manufacturers (“OEMs”) in voice and data communications applications including server and storage, enterprise networking, wireless infrastructure and telecommunications. We have a global presence in North America, Europe and Asia, including five manufacturing facilities and nine design centers. Headquartered in Boca Raton, Florida and founded in 1968 as Computer Products, Inc., our company was renamed Artesyn Technologies, Inc. following our merger with Zytec Corporation in 1997.

      Our operations are organized into two business segments: Power Conversion and Communications Products. The Power Conversion segment designs and manufactures a broad range of power conversion products including AC/DC converters, on-board DC/DC converters and point-of-load (“PoL”) converters. Additionally, we design and manufacture specific use power systems, such as rectifiers and DC/DC power delivery systems used in wireless infrastructure and radio frequency (“RF”) amplification system applications. Revenue from this business segment in 2004 was $354.6 million, representing 83% of our total sales. The Communications Products segment designs and manufactures embedded board level products and protocol software for computing applications, including central processing units (“CPUs”) and wide area network input/output (“WANI/O”) boards. The embedded board business had revenues in 2004 of $74.8 million or 17% of our total sales.

     Strategic Direction: Empowering Communications

      Our mission is to be the best supplier of products and services to our global communications customers at the lowest total cost of ownership. To fulfill our mission, we have developed the following strategic goals:

      Focus on faster growth markets within the communications industry. According to research compiled by various research firms, the market for power conversion and embedded computing systems is estimated at $20 billion in revenues in 2005. We focus on four sectors within the communications industry that we believe have faster growth rates than the industry on average in server and storage, enterprise networking, wireless infrastructure and telecommunications.

      Increase market share with existing customers and grow emerging customer base. We have long-standing relationships with our existing core customers, who are leaders within their market sectors. We will continue to cultivate these relationships, with the goal of capturing a higher percentage of our customers’ business, by meeting more of our customers’ power conversion and

embedded systems requirements. Additionally, we have a sales force that is dedicated to forming and fostering relationships with emerging customers in our target market sectors.

      Expand product offerings to high growth segments. We will continue to seek complementary market sectors for our product designs, as well as new product segments within our core market sectors by leveraging our technical know-how and knowledge of customer and industry sector needs. For example, the revenues generated in 2004 from DC/DC converters designed specifically for OEMs in the RF power amplification systems relate to a new product segment entered into during the last half of 2003. We have also expanded our product lines within the wireless infrastructure market sector with embedded energy systems, rectifiers and site solution offerings. In each case, we have either modified existing technology, or created products with new technology, to achieve a lower cost power conversion solution for our customers.

      Invest in technology to create new leading-edge solutions for customers and to expand our product lines. Our continued research and development investment in our Power Conversion and Communications Products segments is instrumental in our ability to introduce leading-edge products to our customers. We are committed to creating new products using technologies that meet open standard protocols and architectures. The research investments in our Power Conversion segment are focused on developing new AC/DC and DC/DC products within the distributed power architecture (“DPA”) framework. This includes investments in new technologies such as digital power management, and in new product families within our Typhoon^tm standard DC/DC converter series, including PoL converters. New technologies and products for our Communications Products segment include expanding our CPU board offerings with Intel-based CPU’s, increasing use of the Linux operating system and creating new products that meet the Advanced Telecom Computing Architecture (AdvancedTCA®) and Advanced Mezzanine Card (AdvancedMC^tm) standards.

      Leverage manufacturing and operating infrastructure to support growth. We completed a series of restructuring actions in 2003 designed to reduce our manufacturing capacity and lower our operating expense structure. We have consolidated manufacturing facilities in mostly low-cost locations and believe we have sufficient manufacturing capacity to support expected growth with modest investment in plant and equipment. Our selling, administrative and engineering organizations are scalable to support higher levels of business activity. We believe these actions and our infrastructure will allow us to meet our customers’ increasing needs while improving our profitability.

Power Conversion

      The Power Conversion segment represents our largest business, accounting for 83%, 88% and 91% of our total sales in 2004, 2003 and 2002, respectively. Our products within this segment consist of custom and standard power conversion solutions, including AC/DC power supplies, DC/DC power converters and power delivery systems.

      Power supplies are an essential element in the supply, regulation and distribution of electrical power in all electronic systems. To operate, these systems require a steady supply of electrical power at one or more voltage levels. AC/DC power supplies convert an alternating current (“AC”) from a primary source, such as a wall outlet or utility grid, into a precisely controlled direct current (“DC”). DC/DC converters modify an existing DC voltage to another DC voltage level to meet the distinct power needs of the devices they are powering.

      Our products are used in complex communications systems such as mid- to high-end servers, data storage devices, routers, hubs, high-speed modems, access concentrators, RF power amplification systems, base station controllers and base station transceivers. These applications require power systems that deliver multiple operating voltages with higher levels of capability and reliability than those used in consumer applications.

      According to various research firms, global consumption of OEM switching power supplies is projected to be approximately $17 billion in 2005. We primarily sell switching power supplies to OEMs within the four core market sectors of the communications industry discussed above. The power conversion industry is extremely competitive and fragmented and is made up of more than 1,000 companies ranging from billion-dollar multinationals to sole proprietors. In 2003, we were one of only eight power supply manufacturers in the world with annual sales greater than $300 million and were ranked as the seventh largest OEM power supply manufacturer.

      Our products are components and sub-systems of our customers’ products; therefore, our revenue is dependent on the success of our customers’ products and services. Our customers are impacted by macroeconomic and industry trends, primarily corporate spending on information technology infrastructure and capital spending by communication services providers. In the late 1990’s through 2000 the demand for our power conversion products increased, as communications markets experienced rapid growth due to the expansion of the Internet, increase of networks within corporations and the growing demand for wireless services requiring greater and more reliable power.

      Following that period of rapid growth, the communications industry contracted sharply in 2001, 2002 and, to a lesser extent, in the first half of 2003, as consumers of computing and communications equipment became more conservative with their capital investment plans. This contraction negatively affected our performance, as excess capacity throughout the power conversion industry put downward pressure on power supply prices and profit margins. Most companies in the power conversion industry experienced substantial operating losses and implemented restructuring actions to reduce capacity. The downward trend ended in the second half of 2003, as evidenced by revenue growth reported across the power conversion industry.

      Electronic devices are generally becoming more complex, particularly within the communications industry. Each generation of microprocessors, digital signal processors (“DSPs”), field programmable gate arrays (“FPGAs”) and memory chips require progressively more powerful, energy efficient and smaller power solutions. These requirements are driving the following key trends in the demand for power conversion products:

      These trends have contributed to the shift to DPA systems. Traditionally, electronic systems have used centralized power architectures, in which one centralized AC/DC power supply delivers multiple output voltage levels to individual components requiring a low voltage direct current. With the increasing demands for lower semiconductor operating voltages, faster operating speeds, higher efficiency levels and more efficient heat distribution, a centralized AC/DC solution limits both technically and economically the power requirements for today’s newest generation of complex semiconductors.

      The move to DPA addresses the increasing number of different and lower voltage regulation requirements in today’s electronic systems. A DPA design incorporates multiple power processing or conversion locations distributed throughout the system. Typically, in a DPA design, a “front-end” AC/DC power supply is used to convert an incoming AC voltage to an intermediate-level DC voltage, which is then fed to multiple DC/DC converters to generate the lower, regulated voltage requirements needed to power the semiconductor or peripheral load. The DC/DC converters are

located throughout the system near the device that uses power, improving response time and heat distribution. Other advantages of a DPA are that it is upgradeable, flexible and expandable, and enables the use of off-the-shelf products to shorten the time-to-market.

      As a global provider of power conversion equipment, we differentiate ourselves from the competition in the following ways:

      Global sales and engineering organized by customers. Our sales and engineering divisions are aligned by the market sectors and the customers we serve. The Power Conversion segment is organized into three global business units each focused on a specific customer group: server and storage, as well as enterprise networking customers, telecommunications and wireless customers, and “emerging” customers, as well as customers in segments outside of our core communications base.

      We believe that our sales and engineering structure allows us to form close relationships with our customers and provide better service by anticipating market and customer specific requirements. Additionally, by concentrating on specific markets, we are able to leverage our investments in applications and design engineering resources to better serve our customers.

      Industry leading technology development. Many of our design sites are strategically positioned in close proximity to our customer design locations to maximize communication in the design and development of new technologies to meet our customers’ increasing needs. Our industry-recognized engineers have demonstrated an expertise in designing power solutions for the entire spectrum of power conversion architectures. We continue to grow our base of engineers globally to meet our development needs, while maintaining a high retention level of engineers we currently employ. Our research is focused on high-density front-end AC/DC technologies, digital power management, PoL converters and other DPA applications, which we believe have the greatest potential for growth.

      Broad product line. The hundreds of products we currently offer range from two-watt DC/DC converters to several kilowatt AC/DC front ends and rectifiers. Customers can utilize our off-the-shelf standard products or request a modified or custom solution for their unique power needs. Our product line offers a complete DPA solution, including the AC/DC front-end, intermediate DC/DC converters and PoL modules. Our ability to provide a complete power solution is critical in establishing our position as one of a limited number of strategic suppliers, as our customers move towards reducing the number of approved vendors.

      Low cost global manufacturing structure. While we have a manufacturing presence in several locations worldwide, the majority of our products are produced at our low-cost China and Hungary facilities. Our manufacturing base in China is well established, with over 20 years of operations on the Mainland. Our manufacturing facilities are experienced in implementing the initial manufacture of new products designed at our engineering locations around the world. To support our manufacturing operations, we developed a global supply chain, which is focused on securing better leverage of our component costs and on coordinating the commonality of component usage in our products.

      Our power conversion solutions are offered to customers through standard products, modified-standard products and custom products. Standard products, manufactured based on standard design topologies and offered to customers off-the-shelf, provide for rapid time-to-market and minimal risk due to the proven design. These products are ideal for low-to-moderate volume applications or for application-specific requirements. Modified-standard products are derived from an existing product to meet a particular customer’s special requirements. Custom products are

developed specifically for a single customer and are tailored to particular performance, capability and cost requirements.

      Our product lines are classified as either an AC/DC or DC/DC power supply:

      Commercially we have aligned our sales, application engineering and design resources by the market sectors and customers we serve.

      Our Power Conversion segment is organized into three global strategic business units:

      Each group has dedicated sales people and is supported by applications engineers knowledgeable in both power technology and our customers’ product applications. Additionally, both ECG and CIG have design teams strategically located near our customers’ design locations to customize or create new products to meet their specific requirements, time-to-market and required price points.

      MSP’s in-house regional sales team oversees our network of external manufacturers’ representatives. These representatives are part of an independent sales force that manages sales for emerging customers, some key accounts in remote locations and customers outside of our core communications market. Our MSP sales force also manages sales of our power supplies to stocking distributors, including Arrow Electronics and Avnet, and works closely with the contract manufacturers who provide manufacturing services to our customers.

      In addition to our global business units, our Power Conversion segment includes a regional Asia-Pacific Group serving customers located in Asia, as well as the Asian operations of our global customers.

      A typical power supply generally consists of the combination of printed circuit boards along with a number of attached electronic and magnetic components. In many cases, these components can be combined on a sheet metal chassis that provides a structure for the finished product. The production of our power supplies involves the assembly of these components and circuit boards utilizing highly automated surface mount technology, or SMT. The number of components in our products ranges from under 50 components in a low-end PoL module to over 3,200 components in a high-end AC/DC converter.

      Product quality and responsiveness to customers’ needs are critical to our ability to successfully compete in our industry. We emphasize quality and reliability in both the design and manufacture of our products. In addition to testing throughout the design and manufacturing process, we test and/or burn-in, as needed, many of the products we ship using automated equipment and customer-approved processes. We conform to ISO 14001 standards in our Hungary and China factories, ISO 90001 standards in our North America factories and to OSHAS 18001 safety standards in China.

      Our four manufacturing facilities are located in China, Hungary, Germany and the United States. During 2002 and 2003, we closed three manufacturing facilities and consolidated production in China and Hungary, our low cost manufacturing locations. The reduction in capacity through the factory closures and the demand increases during 2004 have increased our utilization to approximately 90% of total capacity.

Communications Products

      The Communications Products segment represents 17%, 12% and 9% of our total sales in 2004, 2003 and 2002, respectively. This segment designs and manufactures CPU boards and WAN I/O boards bundled with software protocols that are embedded into communication infrastructure systems. These communications systems are configured using various hardware and software components, often from multiple suppliers, to produce applications for telecommunications and wireless infrastructures. The systems using our boards and software may either be proprietary or based on open standards such as AdvancedTCA® or CompactPCI^tm.

      Typical applications for our embedded CPU boards control and monitor the signaling and transfer of outgoing and incoming calls within wireless and land line communications networks. Our bundled WAN I/O boards are primarily used to enable a call, either voice or data, from a wireless handset to a voice network or to the Internet.

      The worldwide embedded systems market includes proprietary embedded systems and products built by telecommunications equipment and wireless infrastructure suppliers and is estimated to be over $3 billion in revenues in 2005. The embedded systems industry is competitive and is made up of approximately 50 companies.

      Several emerging trends that are expected to drive growth in the embedded systems market, particularly for products based on open standards, include:

      As a global provider of board level solutions incorporated into embedded communications systems, we differentiate ourselves from the competition as follows:

      Global sales and engineering organized by customers. We have aligned our sales and engineering resources to target the top equipment makers in the telecommunications and wireless infrastructure sectors. We believe this sales and engineering structure allows us to form close relationships with our customers and provide better service by anticipating market and customer-specific requirements. With the downsizing of our customers’ internal resources, strong relationships are critical as our customers see companies like ours as an extension of their engineering capabilities.

      Industry leading technology development using open standards. We have engineers on staff dedicated to the design and development of new technologies that will meet our customers’ increasing demands. As a result, we are well known in the industry for our AdvancedTCA® development and related technologies.

      Time to market. We have demonstrated the ability to quickly bring a new product from conception to design and into production. Our product development and new product introduction processes are rigorous and entail a high level of cross-functional coordination. This allows us to consistently meet or exceed customer expectations for new product releases.

      The main product lines of our Communications Products segment are T1 and E1 WAN I/O boards, CPU boards and other specialized hardware/software subsystems embedded in communication infrastructure systems. Applications of our WAN I/O boards interconnect voice and data communications between computers over long distances, and are used to provide links and to carry data from wireless networks to land line telephone networks or to the Internet. Our CPU boards control and monitor activities of high-speed line interface cards, as well as coordinate the activities of an entire rack of interface boards.

      Our products are employed in a wide range of worldwide telecommunications and data communications networks, such as gateway/routers, switching, call processing and wireless communications infrastructure. Our products are designed and manufactured to worldwide industry standards primarily using open systems technology such as PCI, CompactPCI^tm, as well as recently-developed AdvancedTCA® and AdvancedMC^tm and can be supplied off-the-shelf or customized to meet customers’ specific cost and performance requirements. Many of these products are integrated into hardware/ software bundles used in a range of applications.

      Our Communications Products segment has two primary types of protocol software — control software and data software. Both types of protocol software, which comprise our SpiderWare^tm product line, are bundled with different interface boards to provide a subsystem for our customers’ communications infrastructure applications.

      We believe that our SpiderWare^tm products and our development in AdvancedTCA® and AdvancedMC^tm will provide us with significant opportunities in telecommunications as these technologies gain market and customer acceptance.

      The Communications Products sales force is divided into Global Accounts, aligned to support the 10 largest telecommunications equipment and wireless infrastructure suppliers, and Key Accounts, a separate sales group targeting emerging companies.

      A typical Global Accounts team includes dedicated sales people, supported by applications engineers, serving a customer with both standard off-the-shelf product and custom designs. The Key Accounts group has regionally based account managers overseeing external manufacturers’ representatives. This group uses standard products to develop viable solutions that meet the needs of emerging companies.

      The Communications Products segment manufactures CPU boards and WAN I/O boards, primarily employing SMT technology in production. A printed circuit board that has been manufactured to our specifications is processed through an SMT line where electronic components, which can include microchip processors, are assembled on to the board. The SMT equipment places the parts according to our design based on customers’ requirements. The number of components incorporated into our boards ranges from 300 components on a low-end T1 or E1 interface board to over 2,500 components on a high-end bundled hardware/software subsystem. All of our products in the Communications Products segment are manufactured at our facility in Madison, Wisconsin.

Customers

      Our current customer list is made up of world-class organizations within the communications industry with whom we have developed long-standing relationships based on the quality, reliability and efficiency of our products. The following table is a breakdown of sales within our core market sectors:

      A large percentage of our sales are made to a small group of customers, with our ten largest customers representing 72%, 71% and 73% of our total sales in 2004, 2003 and 2002, respectively.

However, we currently participate in more than 100 separate projects, limiting our exposure to the failure or cancellation of any one project. Our ten largest customers (in alphabetical order) are Alcatel, Cisco, Dell, Hewlett-Packard, IBM, Lucent, Motorola, Nokia, Nortel and Sun Microsystems. The table below shows the percent of total sales generated from customers having more than 10% of sales over the last three years:

Suppliers

      We maintain a network of suppliers for our components and other materials used in the manufacture of products within our Power Conversion and Communications Products segments. We typically design products using materials readily available from several sources and attempt to minimize our use of single-source components. We procure materials based upon our enterprise resource planning system and use a combination of forecasts, customer purchase orders and formal purchase agreements to create our materials requirements plan. The number of components in one of our products can range from less than 50 on some small power products to over 3,200 components on some of our AC/ DC power supplies and high-end communications products subsystems.

      Our procurement of parts include common parts — those that are used widely in the electronics industry — and unique parts — those that are specifically manufactured for a given customer product. We occasionally use components or other materials from a single source when introducing new technology and products to the market. In these situations, we typically seek to establish long-term relationships with these suppliers to assure continued supply.

      We are focused on increasing our supplier-managed inventories, whereby the supplier holds the inventory in a location near our factory and we pull the inventory as needed for production. This arrangement allows us to reduce our inventory while ensuring a continued supply of raw materials and components for our manufacturing process. In 2004, approximately 60% of our materials and components were purchased from supplier-managed inventory.

Backlog

      Sales are generally made pursuant to purchase orders rather than long-term contracts. Backlog consists of purchase orders on hand with delivery dates scheduled within the next six months and three months of forecasted demand for products under vendor managed inventory agreements with customers. Order backlog at December 31, 2004 was $87.0 million as compared to $86.7 million at December 26, 2003. We expect to ship substantially all of the December 31, 2004 backlog in the first six months of 2005.

Research and Development

      We maintain an active research and development department, which is engaged in the development of new products and technologies, devising solutions for our clients and modifying and improving existing products. We believe that the percentage of our spending for research and development in relation to revenue is among the highest in our industry, reflecting our commitment to maintain our level of timely introduction of new technology and products. Expenditures for research and development during fiscal years 2004, 2003 and 2002 were $41.1 million, $34.3 million and $34.3 million, respectively. These amounts represented nearly 10% of revenue for each of the respective periods presented.

Intellectual Property Matters

      We believe that our future success is primarily dependent upon the technical competence and creative skills of our personnel, rather than upon any patent or other proprietary rights. However, we have protected certain products with patents where appropriate and have defended, and will continue to defend, our rights under these patents. We currently maintain 41 patents related to technology included in the products we sell.

Competition

      The industry in which we compete is highly competitive and characterized by customer expectations for continually improved product performance, shorter manufacturing cycles and lower prices. These trends result in frequent introductions of new products with added capabilities and features and continuous improvements in the relative price/performance of the products.

      Our principal competitors include Acbel Polytech (Taiwan), Delta Electronics (Taiwan and Thailand), Emerson Electric, Invensys (UK), Lite-On (Taiwan), Motorola, Power-One and Tyco International. Our broad strategies to deal with competition include, but are not limited to, an on-going commitment to investment in research and development, continual reduction of our product costs, maintaining and expanding our relationships with customers in the growth sectors of our industry, and offering a broad range of products to meet our customers’ applications needs.

Employees

      We presently have approximately 1,500 permanent employees, as well as approximately 4,700 temporary employees and contractors, the majority of which work at our facility in China. We believe our ability to successfully conduct our present and proposed activities is dependent on retaining qualified engineers and technicians. We have not, to date, experienced difficulty in attracting and retaining sufficient engineering and technical personnel to meet our needs and business objectives. Additionally, none of our domestic employees are covered by collective bargaining agreements.

Environmental Matters

      Compliance with federal, state, local and foreign laws and regulations related to the discharge of materials into the environment has not had, and, under present conditions, we do not anticipate that such laws and regulations will have a material effect on our results of operations, capital expenditures, financial condition or competitive position.

Company Website and Access to Company Filings

      If you would like any additional information on the business, please visit our website at www.artesyn.com. Information contained in our website, however, is not part of this Form 10-K. All annual reports, quarterly reports, current reports and all amendments to these reports are available free of charge as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission through our website.

      We currently occupy approximately 1.5 million square feet of office and manufacturing space worldwide, some of which we own and maintain. All facilities are in good condition and are adequate for their current intended use. We maintain the following facilities:

      All facilities listed in the table above operate within the Power Conversion segment, except the corporate headquarters in Boca Raton, Florida and the Communications Products facilities in Madison, Wisconsin and in Edinburgh, Scotland. The facilities described above provide us with enough capacity to meet our current needs. In addition to the above locations, we have leased sales/engineering offices within the Power Conversion segment located in or near Austin, Texas; Milpitas, California; Tokyo, Japan; and Paris, France. The Communications Products segment has six sales offices in the United States located in Illinois, Florida, Missouri, California and Maryland.

      On February 8, 2001, VLT, Inc. and Vicor Corporation filed a suit against us in the United States District Court of Massachusetts alleging that we infringed on a U.S. patent entitled “Optimal Resetting of The Transformer’s Core in Single Ended Forward Converters.” By agreement, Vicor Corporation subsequently withdrew as plaintiff. VLT has alleged that it is the owner of the patent and that we have manufactured, used or sold electronic power converters with reset circuits that fall within the claims of the patent. VLT seeks damages, including royalties, lost profits, interest, attorneys’ fees and increased damages under 35 U.S.C. § 284. Originally, we challenged the validity of the patent and denied the infringement claims, but have since reached an agreement with VLT on a stipulated judgment, after the Court ruled on the scope of the patent.

      In the stipulated judgment, VLT agreed that, under the Court’s construction, most of the Artesyn products that were originally accused of infringement (representing over 90% of the accused sales volume) did not infringe the patent. In exchange, we agreed that, under the Court’s claim construction, the patent is valid and enforceable, and one category of our products (representing less than 10% of the accused sales) did infringe the patent, prior to its expiration in February of 2002. Due to the patent expiration, the parties agree that no current Artesyn products can infringe.

      The respective parties each appealed the stipulated judgment, including the District Court’s claim constructions to the United States Court of Appeals for the Federal Circuit. On May 24, 2004, the Federal Circuit affirmed the rulings of the District Court and subsequently denied all motions for rehearing and reconsideration and remanded the case back to the District Court. The only issue

pending at the District Court following the Federal Circuit’s decision is what, if any, damages are owed by us to VLT on the limited sales of the remaining category of our products that infringe the patent under the stipulated judgment.

      No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2004.

PART II

      Our common stock is traded on The NASDAQ Stock Market^SM under the symbol ATSN. The following table shows the high and low prices for our common stock, as reported by The NASDAQ Stock Market^SM, for each of the four quarters of fiscal years 2004 and 2003:

      To date, we have not paid any cash dividends on our common stock. The Board of Directors presently intends to retain all of our earnings for use in our business and does not anticipate paying cash dividends in the foreseeable future. In addition, the payment of dividends is prohibited by our current credit agreement.

      As of February 18, 2005, there were approximately 18,375 shareholders consisting of record holders and individual participants in security position listings.

      The following table sets forth information regarding shares issued under equity compensation plans as of December 31, 2004:

      The following table sets forth certain selected financial information: