SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| (Mark One) | |
| [X] | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 29, 2002 or |
| [ ] | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________ |
Commission file number 000-01859
KNAPE & VOGT MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
| Michigan (State or other jurisdiction of incorporation or organization) | 38-0722920 (I.R.S. Employer Identification No.) |
2700 Oak Industrial Drive, N.E., Grand Rapids, MI 49505
(Address of principal executive offices) (Zip Code)
(616) 459-3311
(Registrant's telephone number, including area code)
Securities registered pursuant to 12(b) of the Act:
| Title of each class None | Name of each exchange on which registered None |
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.00 per share
(Title of 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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
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. [X]
The aggregate market value of voting stock held by nonaffiliates of the registrant was $51,053,005 as of August 23, 2002.
Number of shares outstanding of each class of common stock as of August 23, 2002: 2,276,720 shares of Common Stock, par value $2.00 per share, and 2,241,245 shares of Class B Common Stock, par value $2.00 per share.
Documents incorporated by reference. Certain portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on October 11, 2002, are incorporated by reference into Part III of this Report.
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ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the captions "Voting Securities and Principal Shareholders" and "Directors and Nominees" is incorporated herein by reference from the Company's definitive Proxy Statement for the Company's Annual Meeting of Shareholders to be held October 11, 2002, filed pursuant to Regulation 14A.
Securities Authorized for Issuance Under Equity Compensation Plans. The Company had the following equity compensation plans at June 29, 2002:
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options (1) | Weighted-average exercise price of outstanding options (2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (3) |
| Equity compensation plans approved by security holders | 521,348 | $19.03 | 175,262 |
| Equity compensation plans not approved by security holders | 27,500 | $14.43 | - |
| Total | 548,848 | $18.80 | 175,262 |
These equity compensation plans are more fully described in Note 11 to Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| KNAPE & VOGT MANUFACTURING COMPANY | ||
| By | /s/ William R. Dutmers William R. Dutmers, Chairman of the Board and Chief Executive Officer | |
| By | /s/ Leslie J. Cummings Leslie J. Cummings, Vice President of Finance and Treasurer | |
Date: September 10, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on September 10, 2002, by the following persons on behalf of the registrant in the capacities indicated.
| /s/ William R. Dutmers William R. Dutmers, Chairman of the Board and Chief Executive Officer | /s/ John E. Fallon John E. Fallon, Director | |
| /s/ Thomas A. Hilborn Thomas A. Hilborn, Director | /s/ Michael J. Kregor Michael J. Kregor, Director | |
| /s/ Richard S. Knape Richard S. Knape, Director | /s/ Robert J. Knape Robert J. Knape, Director | |
| /s/ Gregory Lambert Gregory Lambert, Director | /s/ Christopher Norman Christopher Norman, Director |
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CERTIFICATIONS
I, William R. Dutmers, certify that:
| 1. | I have reviewed this annual report on Form 10-K, as amended, of Knape & Vogt Manufacturing Company. |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report. |
Dated: September 10, 2002
| /s/ William R. Dutmers William R. Dutmers, Chairman of the Board and Chief Executive Officer |
I, Leslie J. Cummings, certify that:
| 1. | I have reviewed this annual report on Form 10-K, as amended, of Knape & Vogt Manufacturing Company. |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report. |
Dated: September 10, 2002
| /s/ Leslie J. Cummings Leslie J. Cummings Vice President of Finance and Treasurer |