SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1 to Form 10-K) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 28, 2000 Commission file number 1-5911 SPARTECH CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 43-0761773 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 120 S. CENTRAL AVENUE; SUITE 1700, CLAYTON, MISSOURI 63105-1705 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 721-4242 Securities registered pursuant to Section 12(d) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $.75 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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, 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 the voting stock held by non-affiliates of the Registrant was approximately $264,577,544 on December 31, 2000. There were 26,627,435 total shares of common stock outstanding as of December 31, 2000. Documents incorporated by reference 1) Portions of the 2000 Annual Report to Shareholders are incorporated by reference into Parts I, II and IV. 2) Portions of the Definitive Proxy Statement for the 2001 Annual Meeting of Shareholders are incorporated by reference into Part III. Spartech Corporation hereby amends its Annual Report on Form 10-K for the year ended October 28, 2000 to include the Amended and Restated By-Laws as Exhibit 3.2. (c) Exhibits The following additional Exhibit required to be filed by Item 601(a) of Regulation S-K, inadvertently omitted from the original filing of Form 10-K, is being filed: 3.2 Amended and Restated By-Laws 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 be signed on its behalf by the undersigned, thereunto duly authorized. SPARTECH CORPORATION January 24, 2001 By: /s/Bradley B. Buechler (Date) Bradley B. Buechler Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. DATE SIGNATURES TITLE January 24, 2001 /s/Bradley B. Buechler Chairman, President, Chief Bradley B. Buechler Executive Officer, and Director (Principal Executive Officer) January 24, 2001 /s/Randy C. Martin Executive Vice President and Randy C. Martin Chief Financial Officer (Principal Financial and Accounting Officer) January 18, 2001 /S/ Ralph B. Andy Director Ralph B. Andy* January 18, 2001 Director W. R. Clerihue January 18, 2001 /S/ Roy Dobson Director Roy Dobson* January 18, 2001 /S/John R. Kennedy Director John R. Kennedy* January 18, 2001 /S/ Calvin J. O'Connor Director Calvin J. O'Connor* January 18, 2001 /S/ Jackson W. Robinson Director Jackson W. Robinson* January 18, 2001 /S/ Richard B. Scherrer Director Richard B. Scherrer * * By Bradley B. Buechler as Attorney-in-Fact pursuant to Powers of Attorney executed by the Directors listed above, which Powers of Attorney are filed herewith. /s/Bradley B. Buechler Bradley B. Buechler As Attorney-in-Fact