SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year Commission file
Ended July 1, 2001 Number 1-5761
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LABARGE, INC.
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(exact name of registrant specified in its charter)
Delaware 73-0574586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 314-997-0800
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of Class: which registered:
Common Stock, $.01 par value American Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(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 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/A or any
amendment to this Form 10-K/A. /X/
As of December 10, 2001, 15,773,253 shares of common stock of the
registrant were outstanding; the aggregate market value of the shares of common
stock of the registrant held by non-affiliates was approximately $54.4 million,
based upon the closing price of the common stock on the American Stock Exchange
on December 10, 2001.
PART III
ITEM 11. EXECUTIVE COMPENSATION
Employment Agreement with Named Executive Officer
In 1999, the registrant entered into an Executive Severance Agreement
with Donald H. Nonnenkamp, Vice President, Chief Financial Officer and Secretary
of the registrant. The Agreement provides that, following a Change of Control,
the registrant (i) will continue to employ Mr. Nonnenkamp for a period not less
than one year at a base salary not less than the annualized base salary paid or
payable to him immediately prior to the Change of Control, (ii) pay him an
annual bonus equal to the same percentage of his base salary as the average
bonuses paid to him in each of the five fiscal years most recently ended were to
his base salary in those years, after disregarding the highest and lowest of
such percentages, and (iii) continue all pension, welfare and other benefits. In
the event of termination during such one-year period for reasons other than
death, disability, Cause or voluntarily by Mr. Nonnenkamp without Good Reason,
Mr. Nonnenkamp would be entitled to a lump sum payment equal to the sum of: (i)
his salary and other compensation not yet paid by the registrant through the
date of termination; (ii) a bonus prorated for the portion of the year through
the date of termination; (iii) the product of three times the sum of (x) Mr.
Nonnenkamp's salary plus (y) the bonus to which he would have been entitled for
the full fiscal year; plus (iv) vacation pay and (v) three year continuation of
medical, hospitalization, disability and certain other benefits. The Agreement
provides for appropriate adjustments of such payments if they would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreement
In 1999, the registrant entered into an Executive Severance Agreement
with Donald H. Nonnenkamp, Vice President, Chief Financial Officer and Secretary
of the registrant. For a more detailed description of this Agreement, including
severance provisions, see Item 11 "Executive Compensation", above.
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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 the
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 10, 2001
LaBarge, Inc.
By /s/Donald H. Nonnenkamp
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Donald H. Nonnenkamp
Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1934, this
Amendment No. 1 to the Report has been signed as of December 10, 2001 by the
following persons on behalf of the registrant and in the capacities indicated:
Signature Title
* Chairman Emeritus and Director
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Pierre L. LaBarge, Jr.
/s/Craig E. LaBarge President, Chief Executive Officer and Director
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Craig E. LaBarge
/s/ Donald H. Nonnenkamp Vice President and Chief Financial Officer
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Donald H. Nonnenkamp
* Director
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Robert H. Chapman
* Director
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Robert G. Clark
* Director
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Richard P. Conerly
* Director
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John G. Helmkamp, Jr.
* Director
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Lawrence J. LeGrand
* Director
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James P. Shanahan, Jr.
* Director
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Jack E. Thomas, Jr.
*By /s/ Donald H. Nonnenkamp
Donald H. Nonnenkamp
Attorney-in-fact
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