SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 2, 2002
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 $469,163,561 on December 31, 2002.
There were 29,246,204 total shares of common stock outstanding as of
December 31, 2002.
Documents incorporated by reference
1) Portions of the 2002 Annual Report to Shareholders are incorporated
by reference into Parts I, II and IV.
2) Portions of the Definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders are incorporated by reference into Part III.
PART I
This Form 10-K/A is filed solely to provide Exhibit 13, consisting of pages
11 through 35 and page 37 of Spartech Corporation's 2002 Annual Report to
Shareholders, which was inadvertently omitted from Form 10-K as originally
filed. Certain portions of Exhibit 13 are incorporated by reference into
Item 1.
PART II
This Form 10-K/A is filed solely to provide Exhibit 13, consisting of pages
11 through 35 and page 37 of Spartech Corporation's 2002 Annual Report to
Shareholders, which was inadvertently omitted from Form 10-K as originally
filed. Certain portions of Exhibit 13 are incorporated by reference into
Items 5, 6, 7, 7A and 8.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits
Exhibit 13, consisting of pages 11 through 35 and page 37 of Spartech
Corporation's 2002 Annual Report to Shareholders, is filed herewith
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 1 to
the annual report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPARTECH CORPORATION
January 24, 2003 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 Form 10-K/A 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, 2003 /s/Bradley B. Buechler Chairman, President,
Bradley B. Buechler Chief Executive Officer,
and Director
(Principal Executive Officer)
January 24, 2003 /s/ Randy C. Martin Executive Vice President and
Randy C. Martin Chief Financial Officer and
Director
(Principal Financial and
Accounting Officer)
January 24, 2003 /S/ Ralph B. Andy* Director
Ralph B. Andy
January 24, 2003 Director
Lloyd E. Campbell
January 24, 2003 /S/ Calvin J. O'Connor* Director
Calvin J. O'Connor
January 24, 2003 Director
Jackson W. Robinson
January 24, 2003 /S/ Richard B. Scherrer* Director
Richard B. Scherrer
January 24, 2003 /S/Craig A. Wolfanger* Director
Craig A. Wolfanger
* 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
CERTIFICATIONS
I, Bradley B. Buechler, Chairman, President, and Chief Executive Officer of
Spartech Corporation, certify that:
1. I have reviewed this Amendment 1 to the annual report on Form 10-K
(Form 10-K/A) of Spartech Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statement were made, not misleading with respect to the period covered
by this annual report;
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 period presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
auditors any material weakness in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
January 24, 2003 By: /s/Bradley B. Buechler
(Date) Bradley B. Buechler
Chairman, President and Chief
Executive Officer
Spartech Corporation
CERTIFICATIONS
I, Randy C. Martin, Executive Vice President and Chief Financial Officer of
Spartech Corporation, certify that:
1. I have reviewed this Amendment 1 to the annual report on Form 10-K
(Form 10-K/A) of Spartech Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statement were made, not misleading with respect to the period covered
by this annual report;
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 period presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
auditors any material weakness in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
January 24, 2003 By: /s/Randy C. Martin
(Date) Randy C. Martin
Executive Vice President and
Chief Financial Officer
Spartech Corporation
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the
undersigned certifies that this periodic report fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and that the information contained in this Amendment 1
to the annual report on Form 10-K(Form 10-K/A) fairly presents, in
all material respects, the financial condition and results of operations
of Spartech Corporation.
Date: January 24, 2003
/s/ Bradley B. Buechler
Bradley B. Buechler
Chairman, President and Chief
Executive Officer
/s/Rancy C. Martin
Randy C. Martin
Executive Vice President and Chief
Financial Officer