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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2005
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number0-2762
MAXCO, INC.
(Exact Name of Registrant as Specified in its Charter)
| Michigan | 38-1792842 | |
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
| 1118 Centennial Way, Lansing, Michigan | 48917 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s Telephone Number, including area code: | (517) 321-3130 | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Name of each exchange on which registered | |
| NONE | NONE | |
| Securities registered pursuant to Section 12(g) of the Act: | ||
| Common Stock | Series Three Preferred Stock | |
| (Title of Class) | (Title of Class) |
Indicate by check mark whether the registrant (1) has filed all annual, quarterly and other reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to the filing requirements for at least the past 90 days.
Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yeso Noþ
The aggregate market value of the registrant’s common stock, $1.00 par value per share, held by non-affiliates of the registrant on September 30, 2004, the last business day of the registrant’s most recently completed second fiscal quarter, was $2,421,666 (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person who owns 5% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. At June 30, 2005, there were 3,446,995 outstanding shares of the Registrant’s common stock.
Documents Incorporated By Reference
NONE
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MAXCO, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
TABLE OF CONTENTS
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PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is given regarding the directors and executive officers of the Company.
| Present Position with the Company and | Served as Director | |||||||||
| Name | Principal Occupation | Age | of Maxco Since | |||||||
| Max A. Coon | Director, President and Chairman of the Board of MAXCO, INC. | 70 | 1969 | |||||||
| Eric L. Cross | Executive Vice President and Secretary of MAXCO, INC. | 62 | ||||||||
| Sanjeev Deshpande | Director of MAXCO, INC., President of Atmosphere Annealing, Inc., a Lansing, Michigan based provider of heat treating services which was acquired by Maxco, Inc. in January 1997. | 47 | 2003 | |||||||
| Joel I. Ferguson | Director of MAXCO, INC., President of F&S Development Company, a Lansing, Michigan based company which develops, contracts and/or owns and manages real estate properties. | 66 | 1985 | |||||||
| David R. Layton | Director of MAXCO, INC. and President of Layton & Richardson, P.C., a Lansing, Michigan based accounting firm. | 65 | 2001 | |||||||
| Samuel O. Mallory | Director of MAXCO, INC.; Investor | 72 | 2002 | |||||||
| Vincent Shunsky | Vice President of Finance and Treasurer of MAXCO, INC. | 56 | ||||||||
All of the foregoing Directors have been engaged in the principal occupation specified for the previous five (5) years:
The address and telephone number for each person named in the table is in care of Maxco, Inc., 1118 Centennial Way, Lansing, MI 48917, telephone number (517)321-3130.
During the past five years, none of the above named persons has been convicted in a criminal proceeding or has been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining him form future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal of state securities laws. All of the above named persons are citizens of the United States except Sanjeev Despande who is a citizen of the Republic of India.
Messrs. Cross, and Shunsky, resigned as directors of the company effective October 21, 2004 in order for the company to have its Board consist of a majority of outside directors as required by NASDAQ.
Messrs. Coon, and Shunsky, are Directors of Integral Vision, Inc. whose stock is traded on the OTCBB. On July 29, 2005, Integral Vision , Inc. was an 8% owned investment of Maxco, Inc. (15% at March 31, 2005).
Mr. Coon and Mr. Cross are brothers-in-law. There are no other family relationships between any Directors or Executive Officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors and Executive Officers or beneficial owners of over 10% of any class of the Company’s equity securities to file certain reports regarding their ownership of the Company’s securities or any changes in such ownership All such reports were filed on a timely basis during the fiscal year ended March 31, 2005. Max A. Coon , Daryle L. Doden and ROI Capital Management, Inc. are beneficial owners of more then 10% of Maxco’s voting securities. See table under Item 12 for further disclosure of security ownership of certain beneficial owners and management.
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Code of Ethics
The Company has adopted a code of ethics that applies to its directors, officers, and employees. A paper copy of our code of ethics may be obtained free of charge by writing to the Company care of its Compliance Officer at our principal executive office located at 1118 Centennial Way, Lansing, MI 48917.
Audit Committee and Audit Committee Financial Expert
The members of the Audit Committee for the year ended March 31, 2005 were Joel I. Ferguson, David R. Layton and Samuel O. Mallory, each of whom are independent directors as defined by the rules of the Nasdaq Stock Market. In addition, our board of directors has determined that David R. Layton is an “audit committee financial expert” as defined by the Securities and Exchange Commission.
ITEM 11 — EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors (the “Committee”) consisted of David R. Layton, Joel I. Ferguson and Samuel O. Mallory for the year ended March 31, 2005.
Overview and Philosophy
The Committee is responsible for developing and making recommendations to the Board with respect to the Company’s executive compensation policies. In addition, the Compensation Committee, pursuant to authority delegated by the Board, determines on an annual basis the compensation to be paid to the Chief Executive Officer and each of the other executive officers of the Company.
The objectives of the Company’s executive compensation program are to:
| < Support the achievement of desired Company performance. | |||
| < Provide compensation that will attract and retain superior talent and reward performance. | |||
| < Align the executive officers’ interests with the success of the Company by placing a portion of pay at risk, with payout dependent upon corporate performance. |
The executive compensation program provides an overall level of compensation opportunity that is competitive with companies of comparable size and complexity. The Compensation Committee will use its discretion to set executive compensation where in its judgment external, internal or an individual’s circumstances warrant it.
Executive Officer Compensation Program
The Company’s executive officer compensation program is comprised of base salary, annual cash incentive compensation, long-term incentive compensation in the form of stock options, and various benefits, including medical and deferred compensation plans, generally available to employees of the Company.
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Base Salary
Base salary levels for the Company’s executive officers are competitively set relative to other comparable companies. In determining salaries the Committee also takes into account individual experience and performance.
Annual Incentive Compensation
The Company’s annual incentive program for executive officers and key managers provides direct financial incentives in the form of an annual cash bonus to executives to achieve the Company’s annual goals. Goals for Company performance are set at the beginning of each fiscal year. In the year ended March 31, 2005, the following measures of Company performance were selected: net sales, operating earnings, consolidated net income, market penetration, and customer satisfaction.
Specific individual performance was also taken into account in determining bonuses, including meeting department goals, attitude, dependability, cooperation with co-workers, and creativity or ideas that benefit the Company.
Stock Option Program
The stock option program is the Company’s long-term incentive plan for executive officers and key employees. The objectives of the program are to align executive and shareholder long-term interests by creating a strong and direct link between executive pay and shareholder return, and to enable executives to develop and maintain a significant, long-term stock ownership position in the Company’s Common Stock.
On August 25, 1998, the Shareholders ratified an Employee Stock Option Plan to grant options on up to 500,000 shares of the Company’s common stock to officers and key employees of the Company and its subsidiaries. The options which may be granted under this plan may either qualify as “incentive stock options” within the meaning of Section 422A of the Internal Revenue Code, as amended, or may be nonqualified options.
The stock option plan authorizes a committee of directors to award stock options to key employees, directors or agents of the Company. Stock options are granted at an option price equal to the fair market value of the Company’s Common Stock on the date of grant, have ten year terms and can have exercise restrictions established by the Option Committee. Awards are made at a level calculated to be competitive with companies of comparable size and complexity.
Deferred Compensation
Effective January 1, 2005, the Maxco, Inc. 401(k) Employee Savings Plan was merged into Maxco’s wholly-owned subsidiary Atmosphere Annealing, Inc.’s 401(k) Plan which covers substantially all employees of the Company. The 401(k) plan is a “cash or deferred” plan under which employees may elect to contribute a certain portion of their annual compensation which they would otherwise be eligible to receive in cash. The Company has agreed to make a matching contribution in the percentages specified in the plan documents. In addition, a separate employer contribution may be made at the discretion of the Board. The plan does not contain an established termination date and it is not anticipated that it will be terminated at any time in the foreseeable future.
Benefits
The Company provides medical benefits to the executive officers that are generally available to Company employees. The amount of perquisites, as determined in accordance with the rules of the Securities and Exchange Commission relating to executive compensation, did not exceed 10% of salary for the year ended March 31, 2005.
Chief Executive Officer
Max A. Coon has served as the Company’s Chief Executive Officer since 1969. His base salary for the year ended March 31, 2005 was $250,000, which was deferred. No bonus was paid to Mr. Coon for 2005.
Significant factors the Committee looked at in establishing Mr. Coon’s compensation for the year ended March 31, 2005, were his strategic and overall management direction of the Company. Specifically the Committee discussed that through his direction, the Company was positioned to have an improvement in financial results for the 2005 year. The Committee noted that sales have increased each of the last three years and operating results were positive in 2004 from losses sustained in 2004 and 2003. Despite being in a loss position, the net loss of the Company was reduced in 2004 from the prior two year period. In addition, the Committee felt that through Mr. Coon’s direction in the liquidation of its real estate investment, including the reduction of the majority of guarantees the Company had made on its real estate investments, was also a key factor in establishing his compensation. As a result of these factors, the committee felt the Company was poised to continue its
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sales growth and improvement in its financial results in 2005. This was achieved as operating earnings in 2005 improved to $2.0 million and net income was positive for the year.
| The Compensation Committee |
| David R. Layton | ||
| Joel I. Ferguson | ||
| Samuel O. Mallory |
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Summary Compensation Table
The following table sets forth the cash and non-cash compensation for each of the last three fiscal years awarded to or earned by the Chief Executive Officer of the Company and to the two other executive officers whose compensation exceeded $100,000:
| Annual Compensation | Long Term Compensation | |||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Name and | Annual | All Other | ||||||||||||||||||||||
| Principal Position | Year | Salary | Bonus | Comp1 | Options | Comp2 | ||||||||||||||||||
| Max A. Coon | 2005 | 250,000 | 3 | 0 | 300 | 0 | 0 | |||||||||||||||||
| Chief Executive | 2004 | 200,000 | 0 | 200 | 0 | 1,000 | ||||||||||||||||||
| Officer | 2003 | 200,000 | 0 | 300 | 0 | 3,600 | ||||||||||||||||||
| Eric L. Cross | 2005 | 150,000 | 0 | 200 | 0 | 3,750 | ||||||||||||||||||
| Executive | 2004 | 150,000 | 0 | 200 | 0 | 1,947 | ||||||||||||||||||
| Vice President | 2003 | 150,000 | 0 | 300 | 0 | 3,300 | ||||||||||||||||||
| Vincent Shunsky | 2005 | 150,000 | 0 | 200 | 0 | 3,750 | ||||||||||||||||||
| Vice President | 2004 | 150,000 | 0 | 200 | 0 | 3,788 | ||||||||||||||||||
| of Finance | 2003 | 150,000 | 25,000 | 300 | 0 | 3,550 | ||||||||||||||||||
| (1) | Represents annual director fees. Messrs. Cross and Shunsky resigned as directors of the company on October 21, 2004. | |
| (2) | Represents the Company’s match of employee deferrals of currently earned income into the 401(k) Employee Savings Plan and a profit sharing contribution made by the Company for all of its eligible employees to the 401(k) Employee Savings Plan at the rate of 1% of eligible compensation. | |
| (3) | Max A. Coon has deferred payment of his salary since December 1, 2003. |
Options
The following table summarizes the value of the options held by the above named individuals at the year end. No options were granted to or exercised by the named individuals during the year ended March 31, 2005. All of the options held by the named individuals are presently exercisable.
Year End Option Values
| Name and | Number of Unexercised | Value of Unexercised | ||||||
| Principal Position | Options at Fiscal Year End | Options at Fiscal Year End | ||||||
| Max A. Coon Chief Executive Officer | 0 | 0 | ||||||
| Eric L. Cross Executive Vice President | 42,500 | 0 | ||||||
| Vincent Shunsky Vice President of Finance | 42,500 | 0 | ||||||
Equity Compensation Plan Information
The following table summarizes information as of March 31, 2005 regarding the Company’s common stock reserved for issuance under the Company’s Employee Stock Option Plan. The Company’s Employee Stock Option Plan is its only equity compensation plan and was approved by the shareholders in 1998.
| Number of Securities | ||||||||||||
| Remaining Available for | ||||||||||||
| Future Issuance Under | ||||||||||||
| Number of Securities to | Weighted-Average | the Stock Option Plan | ||||||||||
| be Issued Upon Exercise | Exercise Price of | (Excluding Securities | ||||||||||
| Plan Category | of Outstanding Options | Outstanding Options | Reflected in Column a) | |||||||||
| Equity Compensation Plans Approved by Security Holders | 132,500 | 1 | $ | 7.74 | 470,000 | |||||||
| 1 | Includes 102,500 issued under a prior stock option plan |
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COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the Common Stock of the Company for the last five years with a cumulative total return on the CRSP Total Return Index for the NASDAQ Stock Market (US Companies) (1) and a peer group of companies (2) over the same period, assuming the investment of $100 in the Company’s Common Stock, the NASDAQ Index and the peer group on March 31, 2000, and reinvestment of all dividends.
| 3/00 | 3/01 | 3/02 | 3/03 | 3/04 | 3/05 | |||||||||||||||||||
| MAXCO, INC. | 100.00 | 89.55 | 78.69 | 53.73 | 35.22 | 45.37 | ||||||||||||||||||
| NASDAQ STOCK MARKET (U.S.) | 100.00 | 47.20 | 41.66 | 22.38 | 38.67 | 37.64 | ||||||||||||||||||
| PEER GROUP | 100.00 | 69.78 | 58.44 | 45.64 | 66.99 | 28.82 | ||||||||||||||||||
| (1) | The CRSP Total Return Index for the NASDAQ Stock Market (US Companies) is composed of all domestic common shares traded on the NASDAQ National Market and the NASDAQ Small-Cap Market. | |
| (2) | The peer group consists of ten companies whose stock is publicly traded and whose market capitalizations are slightly above and below the Company’s capitalization in a range from $9.3 million to $20.96 million. Because of the diversified nature of the business represented by its subsidiary companies, the Company is unable to identify a published industry or line of business index or a group of peer issuers in comparable businesses which are sufficiently similar to allow meaningful comparison. Therefore, the Company has elected to compare its performance with a group of issuers having similar market capitalizations as allowed by SEC rules. |
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ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following Table sets forth certain information as of June 30, 2005, as to the equity securities of the Company owned beneficially by beneficial owners of 5% or more of the Company’s securities, by each Director and by all Directors and Officers of the Company as a group.
| Amount and Nature of | ||||||||||||||
| Beneficial Ownership | ||||||||||||||
| Name of | Sole Voting | Shared Voting | % of | |||||||||||
| Beneficial Owner | Title of Class | and Investment Power | and Investment Power | Class | ||||||||||
Max A. Coon1 | Common Stock | 878,456 | 107,070 | 2 | 28.6 | % | ||||||||
| Series Three | ||||||||||||||
| Preferred Stock | 169 | 3,240 | 3 | 23.1 | % | |||||||||
| Series Four | ||||||||||||||
| Preferred Stock4 | 7,000 | 15.1 | % | |||||||||||
| Series Five | ||||||||||||||
| Preferred Stock4 | 3,816 | 57.4 | % | |||||||||||
| Eric L. Cross | Common Stock | 168,775 | 5 | 88,583 | 6 | 7.4 | % | |||||||
| Sanjeev Deshpande | Common Stock | 45,089 | 7 | 1.3 | % | |||||||||
| Joel I. Ferguson | Common Stock | 0 | * | |||||||||||
| David R. Layton | Common Stock | 0 | * | |||||||||||
| Samuel O. Mallory | Common Stock | 22,200 | * | |||||||||||
| Vincent Shunsky | Common Stock | 118,392 | 8 | 88,583 | 9 | 6.0 | % | |||||||
| Series Three | ||||||||||||||
| Preferred Stock | 30 | * | ||||||||||||
| All Directors and Officers as a group, including the above, totaling seven people | Common Stock | 1,232,912 | 10 | 173,736 | 39.4 | % | ||||||||
| Series Three Preferred Stock | 199 | 3,240 | 23.3 | % | ||||||||||
| Series Four Preferred Stock4 | 7,000 | 3,240 | 15.1 | % | ||||||||||
| Series Five Preferred Stock 4 | 3,816 | 57.4 | % | |||||||||||
Daryle L. Doden11 | Common Stock | 250,000 | 95,800 | 10.01 | % | |||||||||
Andrew S. Zynda12 | Common Stock | 327,740 | 15,000 | 9.9 | % | |||||||||
| Series Four Preferred Stock4 | 10,000 | 21.5 | % | |||||||||||
ROI Capital Management, Inc.13 | Common Stock | 860,998 | 25.0 | % | ||||||||||
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| * | Beneficial ownership does not exceed one percent (1%) | |
| (1) | Mr. Coon’s address is 1118 Centennial Way, Lansing, Michigan. | |
| (2) | Represents 18,487 shares owned by Mr. Coon’s immediate family, 55,250 shares held jointly with Mr. Cross and Mr. Shunsky, and a proportionate share of 100,000 shares held by a general partnership in which Mr. Coon is a 1/3 partner. | |
| (3) | Represents shares owned by a charitable foundation of which Mr. Coon is one of the trustees. | |
| (4) | Series Four and Series Five Preferred Stock are both nonvoting. | |
| (5) | Includes options to purchase 42,500 shares. | |
| (6) | Includes 55,250 shares held jointly with Mr. Coon and Mr. Shunsky and a proportionate share of 100,000 shares held by a general partnership in which Mr. Cross is a 1/3 partner. | |
| (7) | Includes options to purchase 40,000 shares. | |
| (8) | Includes options to purchase 42,500 shares. | |
| (9) | Represents 55,250 shares held jointly with Mr. Coon and Mr. Cross and a proportionate share of 100,000 shares held by a general partnership in which Mr. Shunsky is a 1/3 partner. | |
| (10) | Includes options to purchase 125,000 shares | |
| (11) | Includes 250,000 shares in the name of Contractor Supply, Incorporated of which Mr. Doden owns 100% and 95,800 shares in the name of Master Works Foundation, Inc. an Indiana non-profit corporation in which Mr. Doden is one-third member. Mr. Doden’s address is 1610 S. Grandstaff Dr., Auburn, IN 46706, or P.O. Box 51, Auburn, IN 46706. | |
| (12) | Mr. Zynda’s address is Box 113, Corwin Road, Williamston, MI 48895 | |
| (13) | Information obtained from Schedule 13D dated April 8, 2003 and subsequent Form 4 filings, filed with the Securities and Exchange Commission and sent to the Company pursuant to Section 13(d) of the Securities Exchange Act of 1934. The address of ROI Capital Management, Inc. is 17 E. Sir Francis Drake Blvd., Suite 225, Larkspur, CA 94939. |
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 2003 the Company assumed a lease with CJC Leasing, a limited liability company in which Mr. Coon is a member, from Contractor Supply Incorporated, the purchaser of the Company’s formerly wholly owned subsidiary, Ersco Corporation. As a result, the parties agreed to reduce the amount the Company owes Contractor Supply Incorporated by $2.3 million. In addition, at June 30, 2005, $107,000 was due from Maxco to entities in which Mr. Coon has an interest.
Vincent Shunsky, Vice President, is indebted to the Company in the principal amount of approximately $127,000. The indebtedness was incurred at various times prior to April 2002 for the purchase of affiliate company stock and personal use. This debt carries interest rates up to 8%. As of June 30, 2005 the amount outstanding was approximately $174,000 including accrued interest. In October 2004 the Company entered into a Retention Agreement with Mr. Shunsky to provide him with a bonus of $200,000 to retain his services until at least March 31, 2006. Should he leave the employ of the Company prior to that date the bonus must be repaid. The Company is expensing the bonus ratably during the retention period.
In April 2004 the Company entered into an incentive agreement with the President of its wholly-owned subsidiary Atmosphere Annealing, Inc. The agreement provides for compensation to the officer based on the increased value, as defined, of the subsidiary by March 31, 2006. The incentive is equal to 1% of the first $25 million in value plus 10% above that base amount. Any incentive so earned is payable by Maxco, Inc. in cash assuming a sale by March 31, 2006. If no such sale occurs by that date, at the option of Maxco the incentive is payable in cash or its equivalent in stock of Atmosphere Annealing, Inc. held by Maxco. As party to the agreement, Maxco, Inc. is recognizing incentive compensation expense on a pro-rata basis under the terms of the agreement. The amount accrued during the year ended March 31, 2005 was $650,000.
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In April 2005, the Company acquired BCGW, Inc. (“BCGW”), the entity that owns the buildings the Company currently leases in Lansing, Michigan. Max A. Coon’s spouse was a 25% shareholder of BCGW. At March 31, 2004, the Company owed BCGW $1.6 million on an outstanding loan obligation which carried an interest rate of 10%. In May 2004 Atmosphere retired that obligation; Atmosphere and BCGW entered into an agreement whereby BCGW agreed to accept as payment in full the remaining outstanding balance less a discount of approximately $94,000. The amount the Company charged to rent expense related to the two buildings leased from BCGW totaled approximately $253,000 and $373,000 for the years ended March 31, 2005 and 2004, respectively. Interest on the debt to BCGW totaled $3,000 and $181,000 for the years ended March 31, 2005 and 2004, respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The firm of Ernst & Young LLP served as auditors for the Company for the fiscal year ended March 31, 2003. Effective May 7, 2004, the Company dismissed Ernst & Young LLP and engaged the accounting firm of Rehmann Robson as its new independent public accountants. The decision to change Maxco’s accounting firm was approved by the audit committee of the board of directors on May 6, 2004 and reported on Form 8-K/A dated May 7, 2004. Rehmann Robson served as auditors for the Company for the fiscal years ended March 31, 2005 and March 31, 2004.
For the two years ended March 31, 2005 and 2004, the Company’s auditors billed the Company for its services as follows:
Audit Fees. 2005 $57,500 for aggregate fees billed for professional services rendered by Rehmann Robson for the audit of the Company’s annual financial statements for the year ended March 31, 2005 and the reviews of the financial statements included in the Company’s quarterly reports filed with the Securities and Exchange Commission during the year.
Audit Fees2004 $54,500 for aggregate fees billed for professional services rendered by Rehmann Robson for the audit of the Company’s annual financial statements for the year ended March 31, 2004.
2004 $25,500 for aggregate fees billed for professional services by Ernst & Young, LLP rendered for the reviews of the financial statements included in the Company’s quarterly reports filed with the Securities and Exchange Commission during the year.
2004 $25,500 for aggregate fees billed for professional services by Ernst & Young, LLP rendered for the reviews of the financial statements included in the Company’s quarterly reports filed with the Securities and Exchange Commission during the year.
Audit-Related Fees. There were no such fees.
Tax Fees. There were no such fees.
All Other Fees. There were no such fees.
There were no additional fees billed for services to the Company other than the above.
The Audit Committee of the Company’s Board of Directors is of the opinion that the provision of services described above was compatible with maintaining the independence of Rehmann Robson and Ernst & Young LLP. In 2004, the Audit Committee revised its charter to comply with the mandates of the Sarbanes-Oxley Act of 2002 and related rules and regulations of the Securities and Exchange Commission, including pre-approval policies and procedures. All services rendered to the Company by the Company’s auditors for the years ended March 31, 2004, and March 31, 2005 were permissible under applicable laws and regulations, and were pre-approved by the Audit Committee.
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PART IV
ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(3)Listing of Exhibits
| Exhibit Number | ||
| 3 | Restated Articles of Incorporation are hereby incorporated by reference from Form 10-Q dated February 13, 1998. | |
| 3.1 | By-laws are hereby incorporated by reference from Form S-4 dated November 4, 1991 (File No. 33-43855). | |
| 4.2 | Resolution establishing Series Three Preferred Shares is hereby incorporated by reference from Form S-4 dated November 4, 1991 (File No. 33-43855). | |
| 4.3 | Resolution authorizing the redemption of Series Two Preferred Stock, establishing Series Four Preferred Stock and the terms of the subordinated notes is hereby incorporated by reference from Form 10-Q dated February 14, 1997. | |
| 4.4 | Resolution establishing Series Five Preferred Shares is hereby incorporated by reference from Form 10-K dated June 5, 1997. | |
| 4.5 | Resolution establishing Series Six Preferred Shares is hereby incorporated by reference from Form 10-K dated June 23, 1999. | |
| 10.1 | Incentive stock option plan adopted August 15, 1983, including the amendment (approved by shareholders August 25, 1987) to increase the authorized shares on which options may be granted by two hundred fifty thousand (250,000), up to five hundred thousand (500,000) shares of the common stock of the company is hereby incorporated by reference from the annual report on Form 10-K for the fiscal year ended March 31, 1988. | |
| 10.11 | Asset purchase agreement for the purchase of Atmosphere Annealing, Inc. is hereby incorporated by reference from registrants Form 8-K dated January 17, 1997. | |
| 10.12 | Asset Purchase Agreement — Axson North America Inc. is hereby incorporated by reference from registrants Form 10-Q dated February 14, 1997. | |
| 10.18 | Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by reference from Form 10-Q dated November 12, 1998. | |
| 10.29 | Obligor assignment agreement among Contractor Supply Incorporated, Maxco, Inc., and Ersco Corporation dated November 14, 2002 is hereby incorporated by reference from Form 10-Q dated November 25, 2002. | |
| 10.30 | Stock purchase agreement between Ersco Corporation, Maxco, Inc., and Contractor Supply Incorporated dated November 14, 2002 is hereby incorporated by reference from Form 10-Q dated November 25, 2002. | |
| 10.31 | Asset Purchase Agreement between Pak Sak Industries, Inc., Maxco, Inc., P-S Business Acquisition, Inc., and P&D Real Estate, LLC and Packaging Personified, Inc. dated September 27, 2002 is hereby incorporated by reference from Form 10-Q dated February 14, 2003. | |
| 10.32 | First Amendment to Asset Purchase Agreement between Pak Sak Industries, Inc., Maxco, Inc., P-S Business Acquisition, Inc., and P&D Real Estate, LLC and Packaging Personified, Inc. dated October 30, 2002 is hereby incorporated by reference from Form 10-Q dated February 14, 2003. | |
| 10.33 | Second Amendment to Asset Purchase Agreement between Pak Sak Industries, Inc., Maxco, Inc., P-S Business Acquisition, Inc., and P&D Real Estate, LLC and Packaging Personified, Inc. dated November 25, 2002 is hereby incorporated by reference from Form 10-Q dated February 14, 2003. | |
| 10.34 | Credit Agreement between Atmosphere Annealing, Inc. and Huntington National Bank dated November 18, 2003 is hereby incorporated by reference from Form 10-Q dated November 19, 2003. | |
| 10.35 | Subordination Agreement between Maxco, Inc., Atmosphere Annealing, Inc. and Comerica Bank and Huntington National Bank dated November 18, 2003 is hereby incorporated by reference from Form 10-Q dated November 19, 2003. | |
| 10.36 | Incentive agreement between Sanjeev Deshpande and Maxco, Inc. dated April 20, 2004 is hereby incorporated by reference from form 10-K dated July 13, 2004. | |
| 10.37 | Business Loan Agreement between Capitol National Bank and Maxco, Inc. dated May 28, 2004 is hereby incorporated by reference from form 10-K dated July 13, 2004. |
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| Exhibit Number | ||
| 21 | Subsidiaries of the Registrant | |
| 23.1 | Consent of Independent Registered Public Accounting Firm—Rehmann Robson (Form S-8 filed June 2, 1992 — File No. 33-48351 and Form S-8 filed November 19, 1998 — File No. 333-67539). | |
| 23.2 | Consent of Independent Registered Public Accounting Firm—Ernst & Young LLP (Form S-8 filed June 2, 1992 — File No. 33-48351 and Form S-8 filed November 19, 1998 — File No. 333-67539). | |
| 23.3 | Consent of Independent Registered Public Accounting Firm—Moore Stephens Doeren Mayhew (Form S-8 filed June 2, 1992 — File No. 33-48351 and Form S-8 filed November 19, 1998 — File No. 333-67539). | |
| 31.1 | Certification of Chief Executive Officer of periodic report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | |
| 31.2 | Certification of Chief Financial Officer of periodic report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | |
| 32.1 | Certification of Chief Executive Officer of periodic report pursuant to 18 U.S.C. §1350. | |
| 32.2 | Certification of Chief Financial Officer of periodic report pursuant to 18 U.S.C. §1350. |
| (b) | Reports on Form 8-K: | |
| None | ||
| (c) | Exhibits | |
| -Subsidiaries of the Registrant (included with Form 10-K filed July 14, 2005) | ||
| -Consent of Independent Registered Public Accounting Firm—Rehmann Robson (included with Form 10-K filed July 14, 2005) | ||
| -Consent of Independent Registered Public Accounting Firm—Ernst & Young LLP (included with Form 10-K filed July 14, 2005) | ||
| -Consent of Independent Registered Public Accounting Firm—Moore Stephens Doeren Mayhew (included with Form 10-K filed July 14, 2005) | ||
| -Certification of Chief Executive Officer of periodic report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | ||
| -Certification of Chief Financial Officer of periodic report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | ||
| -Certification of Chief Executive Officer of periodic report pursuant to 18 U.S.C. §1350. | ||
| -Certification of Chief Financial Officer of periodic report pursuant to 18 U.S.C. §1350. | ||
| (d) | Financial Statement Schedules | |
| None |
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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 report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DateJuly 28, 2005 | MAXCO, INC. | |||
| By | /s/ VINCENT SHUNSKY | |||
| Vincent Shunsky, Vice President of Finance and Treasurer | ||||
| (Principal Financial and Accounting Officer) | ||||
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MAXCO, INC.
ANNUAL REPORT ON FORM 10-K/A
EXHIBIT INDEX
| Exhibit No. | Description | |
| 21 | * Subsidiaries of the Registrant | |
| 23.1 | * Consent of Independent Registered Public Accounting Firm—Rehmann Robson (Form S-8 filed June 2, 1992 – File No. 33-48351 and Form S-8 filed November 19, 1998 – File No. 333-67539) | |
| 23.2 | * Consent of Independent Registered Public Accounting Firm—Ernst & Young LLP (Form S-8 filed June 2, 1992 – File No. 33-48351 and Form S-8 filed November 19, 1998 – File No. 333-67539) | |
| 23.3 | * Consent of Independent Registered Public Accounting Firm—Moore Stephens Doeren Mayhew (Form S-8 filed June 2, 1992 – File No. 33-48351 and Form S-8 filed November 19, 1998 – File No. 333-67539) | |
| 31.1 | Certification of Chief Executive Officer of periodic report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | |
| 31.2 | Certification of Chief Financial Officer of periodic report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | |
| 32.1 | Certification of Chief Executive Officer of periodic report pursuant to 18 U.S.C. §1350. | |
| 32.2 | Certification of Chief Financial Officer of periodic report pursuant to 18 U.S.C. §1350. |
| * | Included with Maxco, Inc. Form 10-K filed July 14, 2005 |
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