UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
(Mark One) |
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| Annual Report Pursuant to Section 13 or 15(d) of the |
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| For the fiscal year ended December 31, 2003 |
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| Transition Report Pursuant to Section 13 or 15(d) of the |
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| Commission File Number 0-21872 |
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ALDILA, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 13-3645590 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification Number) |
13450 STOWE DRIVE, POWAY, CALIFORNIA 92064
(Address of principal executive offices)
(858) 513-1801
(Registrant’s Telephone No.)
www.aldila.com
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
| Names of each exchange on which registered |
None |
| None |
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.01 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 ý 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. ý
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
The aggregate market value of the Company’s voting stock held by non-affiliates of the Company as of June 30, 2003 was approximately $6.0 million.
As of March 23, 2004, there were 4,849,149 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated into this report by reference:
Part III, Items 10, 11, 12, 13 and 14. The Registrant’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be filed with the Commission within 120 days after the close of the fiscal year.
EXPLANATORY NOTE:
THE COMPANY IS AMENDING ITS 2003 10-K/A TO INCLUDE AS AN EXHIBIT THE FINANCIAL STATEMENTS OF CARBON FIBER TECHNOLOGY LLC (“CFT”), ITS 50% OWNED JOINT VENTURE, IN ACCORDANCE WITH REGULATION S-K, ARTICLE 1-02(w) AND S-X, ARTICLE 3-09. THE COMPANY HAS NOT MADE ANY CHANGES TO THE COMPANY’S FINANCIAL STATEMENTS THAT WERE ORIGINALLY FILED IN ITS 2003 FORM 10-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.
Dated: March 23, 2005 | ALDILA, INC. | |
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| /s/ Robert J. Cierzan |
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| Robert J. Cierzan | |
| Vice President, Finance | |
| Signing both in his capacity as | |
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EXHIBIT INDEX
Exhibit |
| Exhibit | |
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| 2.1 |
| Agreement of Purchase and Sale, dated as of December 14, 1991, by and among Aldila Acquisition Corp., Aldila, Inc. and all of the Shareholders of Aldila, Inc., as amended by the First Amendment dated January 9, 1992 by and among Aldila Acquisition Corp., Aldila, Inc. and all the Shareholders of Aldila, Inc. (Filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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| 3.1 |
| Restated Certificate of Incorporation. (Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-70010) and incorporated herein by reference). |
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| 3.2 |
| Restated By-Laws of the Company. (Filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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| 4.1 |
| Specimen form of Company’s Common Stock Certificate. (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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* | 10.1 |
| 1992 Stock Option Plan of the Company, as amended. (Filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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* | 10.2 |
| Form of Stock Option Agreement in connection with Stock Option Plan. (Filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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* | 10.3 |
| Executive Bonus Plan of the Company. (Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarterly period ended September 30, 1994 and incorporated herein by reference). |
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| 10.4 |
| Form of Indemnification Agreement between the Company and its directors and executive officers. (Filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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| 10.5 |
| Business Park Net Lease dated as of May 29, 1987, |
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| between the Company and Kaiser Development Company as amended by the First Amendment to Lease dated as of January 12, 1992, between the Company and Bedford Development Company. (Filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by reference). |
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| 10.6 |
| Lease Agreement dated as of October 15, 1990, between the Company and Baja del Mar, S.A. de C.V. (Filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 Registration No. 33-61560) and incorporated herein by reference). |
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| 10.7 |
| Lease Agreement dated as of August 30, 1993, between the Company and T.M. Cobb Company. (Filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (Registration No. 33-70010) and incorporated herein by reference). |
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| 10.8 |
| First Amendment to Lease Agreement dated as of August 30, 1993, between the Company and T.M. Cobb Company. (Filed as Exhibit 10.14 to the Company’s Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). |
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| 10.9 |
| Lease Agreement dated as of November 30, 1993, between the Company and T.M. Cobb Company. (Filed as Exhibit 10.15 to the Company’s Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). |
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* | 10.10 |
| Form of Stock Option Agreement, dated October 5, 1993, between Marvin M. Giles, III and the Company. (Filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (Registration No. 33-70010) and incorporated herein by reference). |
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| 10.11 |
| 1994 Stock Incentive Plan of the Company, as amended. (Filed as Exhibit A to the Company’s 1997 Proxy Statement dated March 26, 1997 and incorporated herein by reference). |
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| 10.12 |
| Form of Stock Option Agreement in connection with the 1994 Stock Incentive Plan. (Filed as Exhibit 10.1 to the Report on Form 10-Q for the quarterly period ended September 30, 1994 and incorporated herein by reference). |
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| 10.13 |
| Lease Agreement dated May 15, 1995 between the Company and Desarrollo Industrial de Tijuana, S.A. de C.V.(Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarterly period ended |
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| June 30, 1995 and incorporated herein by reference). |
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| 10.14 |
| Supply Agreement commencing January 1, 1998 between Courtaulds Fibres, Ltd. And Aldila Materials Technology Corp. (Filed as Exhibit 10.20 to the Company’s Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). |
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| 10.15 |
| Loan Agreement dated March 27, 1998 between Aldila, Inc. and Union Bank of California, N.A. (Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarterly period ended March 31, 1998 and incorporated herein by reference). |
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| 10.16 |
| First Amendment to Loan Agreement dated March 22, 1999 between the Company and Union Bank of California, N.A. (Filed as Exhibit 10.16 to the Company’s Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). |
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| 10.17 |
| Member Interest Purchase Agreement dated as of October 20, 1999 among SGL Carbon Fibers and Composites, Inc., SGL Technik GmbH, Aldila Materials Technology Corp. and the Company. (Filed as Exhibit 10.17 to the Company’s Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). |
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* | 10.18 |
| Loan and Security Agreement by and between Aldila Golf Corp. and Foothill Capital Corporation dated July 9, 1999. (Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference). |
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* | 10.19 |
| Severance Protection Agreement dated March 11, 1999 between the Company and Gary T. Barbera. (Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference). |
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* | 10.20 |
| Severance Protection Agreement dated March 11, 1999 between the Company and Peter R. Mathewson. (Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference). |
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* | 10.21 |
| Severance Protection Agreement dated March 11, 1999 between the Company and Robert J. Cierzan. (Filed as Exhibit 10.4 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference). |
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* | 10.22 |
| Severance Protection Agreement dated March 11, 1999 between the Company and Michael J. Rossi. (Filed as Exhibit 10.5 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference). |
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| 10.23 |
| 1994 Stock Option Plan of the Company, as amended. (Filed as attachment A-1 in the Company’s 2000 Proxy Statement and registered on the Company’s Form S-8 (Registration No. 333-57754) and incorporated herein by reference). |
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| 10.24 |
| Aldila, Inc. Audit Committee Charter included as Exhibit A in the Company’s 2001 Proxy dated April 4, 2001 and incorporated herein by reference. |
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| 11.1 |
| Statement re: Computation of Net Income (Loss) per Common Share (previously filed as Exhibit 11.1 to the Company’s Amendment No. 1 to Form 10-K/A, for the year ended December 31, 2003 and incorporated by reference). |
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| 14.0 |
| Aldila, Inc.’s Code of Business Conduct and Ethics adopted to December 31, 2002 (previously filed as Exhibit 14.0 to the Company’s Amendment No. 1 to Form 10-K/A, for the year ended December 31, 2003 and incorporated by reference) |
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| 21.1 |
| Subsidiaries of the Company (previously filed as Exhibit 21.1 to the Company’s Amendment No. 1 to Form 10-K/A, for the year ended December 31, 2003 and incorporated by reference) |
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| 23.1 |
| Independent Auditors’ Consent – Peterson & Co., LLP |
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| 23.2 |
| Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP |
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| 31.1 |
| Certification of Chief Executive Officer. |
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| 31.2 |
| Certification of Chief Financial Officer. |
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| 32.1 |
| Certification of Principal Executive Officer and Principal Financial Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 32.1 to the Company’s Amendment No. 1 to Form 10-K/A, for the year ended December 31, 2003 and incorporated by reference). |
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| 99.1 |
| Carbon Fiber Technology, LLC financial statements as of and for the years ended December 31, 2003, 2002, and 2001 |
*Indicates management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report on Form 10-K.
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