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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to __________________
Commission file number 000-1837
FEDERAL SCREW WORKS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-0533740
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
20229 NINE MILE ROAD, ST. CLAIR SHORES, MICHIGAN 48080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 586-443-4200
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 par value
(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 filed 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
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 3 of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-5).
Yes [ ] No [X]
As of December 31, 2003, the last business day of the registrant's most
recently completed second fiscal quarter, the aggregate market value of the
common stock of the registrant held by non-affiliates, based on $37.75 per share
(the last sale price for the common stock on such date as reported on the Nasdaq
SmallCap Market(SM)), was $23,042,298. For purposes of this computation
only, all executive officers, directors and 10% beneficial owners of the
Registrant are assumed to be affiliates.
The number of shares outstanding of each of the Registrant's classes of common
stock, as of March 25,2004, is as follows:
Title of Class Number of Shares Outstanding
Common Stock, 1,425,595
$1 Par Value
EXPLANATORY NOTE
We are filing this amendment to our Annual Report on Form 10-K
originally filed with the Securities and Exchange Commission on September 26,
2003, solely for the purpose of refiling Exhibits 31.1 and 31.2. Except as
specifically indicated herein, no other information included in our Annual
Report on Form 10-K is amended by this Form 10-K/A.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed with this Report or incorporated herein by reference
are as follows.
(1) Financial Statements. The following financial statements of
the Company and Report of Independent Public Accountants are contained in "Item
8 Financial Statements and Supplementary Data."
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
- Statements of Operations for the years ended June 30,
2003, 2002 and 2001
- Statements of Cash Flows for the years ended June 30,
2003, 2002, and 2001
- Balance Sheets as of June 30, 2003 and
2002
- Statements of Stockholders' Equity for the years
ended June 30, 2003, 2002 and 2001
NOTES TO FINANCIAL STATEMENTS
(2) Financial Statement Schedules. The following financial
statement schedule is filed with this report, and appears on page 29.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Other financial statement schedules have been omitted because
they are not applicable or are not required, or the information
required to be set forth therein is included in the financial
statements or notes thereto.
(3) Exhibits. The Exhibits filed in response to Item 601 of
Regulation S-K are listed in the Exhibit Index attached to this report. The
Exhibit Index is incorporated herein by reference.
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(b) On April 30, 2003, the Company furnished information regarding its
financial results for the quarter ending March 31, 2003 under Items 7 and 9 of
Form 8-K, as required pursuant to Item 12.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
FEDERAL SCREW WORKS
(Company)
By: /s/ W. T. ZurSchmiede, Jr.
----------------------------------------
W. T. ZurSchmiede, Jr.
Chairman, Chief Financial Officer and
Secretary
Date: March 25, 2004
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EXHIBIT INDEX
The following exhibits are filed herewith or incorporated by reference. Each
management contract or compensatory plan or arrangement filed as an exhibit to
this report is identified below with a "+" symbol after the exhibit number. The
Company's SEC file number is 000-01837.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
3.1 Company's Articles of Incorporation, were filed as an exhibit to
the Company's 1994 Form 10-K, and are incorporated herein by
reference.
3.2 Company's By-Laws, as amended on August 29, 2002 were filed as an
exhibit to the Company's 2002 Form 10-K, and incorporated herein
by reference.
4.1 The (municipal industrial revenue bond) guarantee agreement dated
as of November 1, 1979, as previously filed, was filed as an
exhibit to the Company's 1993 Form 10-K and is incorporated herein
by reference. All waivers, amendments and modifications thereto,
were filed as exhibits to the Company's 1989, 1993 and 1994 Forms
10-K and are incorporated herein by reference.
4.2 Revolving Credit and Term Loan Agreement by and between the
Company and Comerica Bank, dated October 24, 1995, filed as an
exhibit to the Company's Form 10-Q for the period ended September
30, 1995, and incorporated herein by reference.
4.3 One year extension of Revolving Credit and Term Loan Agreement by
and between the Company and Comerica Bank, dated October 7, 2002,
filed as an exhibit to the Company's Form 10-Q for the quarter
ended September 30, 2002, and incorporated herein by reference.
10.1+ Supplemental retirement agreement between the Company and W. T.
ZurSchmiede, Jr., present Chairman of the Company, dated April 1,
1986 was filed as an exhibit to Company's 1993 Form 10-K and is
incorporated by reference.
10.2+ Supplemental retirement agreement between the Company and Hugh G.
Harness, a director and past President of the Company, dated
December 21, 1978 and amended pursuant to an Amendment to
Agreement dated October 23, 1986, as amended by an Agreement
providing for the retirement and consultation of and by Mr.
Harness and the Company dated January 7, 1994, was filed as an
exhibit to Company's 1994 Form 10-K, and is incorporated herein
by reference.
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EXHIBIT INDEX (CONTINUED)
EXHIBIT
NO. DESCRIPTION
- ------- -----------
10.3 Agreement providing for the retirement and consultation of and by
Mr. Harness and the Company dated January 7, 1994, as amended on
October 25, 2001, was filed as an exhibit to the Company's 2002
Form 10-K, and is incorporated herein by reference.
10.4+ Indemnity agreement effective September 24, 1986, which exists
between the Company and each director, was filed as an exhibit to
Company's 1992 Form 10-K, and is incorporated herein by
reference.
10.5 Lease agreement between the Company and Safran Development, L.L.C.
for the lease of the 2nd floor of 20229 Nine Mile Road, St. Clair
Shores, Michigan, effective October 26, 1999, was previously filed
as an exhibit to the Company's Form 10-Q for the quarter ended
September 30, 1999, and is incorporated herein by reference.
10.6+ Retirement Plan for Outside Directors as amended and restated,
filed as an exhibit to the Company's 1995 Form 10-K and
incorporated herein by reference.
10.7+ Supplemental Executive Retirement Plan dated July, 1998, filed as
an exhibit to the Company's 1998 Form 10-K and incorporated herein
by reference.
31.1 Certification of the Chief Executive Officer of Company, dated
September 26, 2003, relating to the Company's 2003 Form 10-K. (1)
31.2 Certification of the Chief Financial Officer of Company, dated
September 26, 2003, relating to the Company's 2003 Form 10-K. (1)
32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (2)
32.2 Certification of Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (2)
(1) Filed herewith
(2) Filed with initial filing of June 30, 2003 Form 10-K
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