SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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 0-4539
TRANS-INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-2598139
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1780 Opdyke Court, Auburn Hills, MI 48326
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (248) 852-1990
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, NASDAQ National Market
par value $.10 per share
Securities registered pursuant to Section 12(g) of the Act
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 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]
INDICATE BY CHECK MARK IF THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12B-2 OF THE ACT).
YES [ ] NO [X]
As of October 4, 2004, there were 3,139,737 shares of Common Stock
outstanding and the aggregate market value of the Common Stock held by
non-affiliates of the registrant (based upon the last sale price on the NASDAQ
National Market) was $3,672,998.
EXPLANATORY NOTE
Trans-Industries, Inc. ("Trans-Industries" or the "Company"), filed with
the Securities and Exchange Commission (the "SEC") its Annual Report on Form
10-K (the "Form 10-K") for the year ending December 31, 2003, filed on April 14,
2004, as amended by Form 10-K/A Amendment No. 1 filed on April 29, 2004. This
Form 10-K/A Amendment No. 2 ("Amendment No. 2") is being filed to amend the
Section 302 certifications to correct errors in order to provide the exact
wording of the Section 302 certification as set forth in Regulation S-K, Item
601, Exhibit 31.
The filing of this Amendment No. 2 shall not be deemed an admission that
the previous filings, when made, included any untrue statement of a material
fact or omitted to state a material fact necessary to make a statement not
misleading.
We hereby amend the 10-K to replace Exhibits 31.1 and 31.2 with Exhibits
31.1 and 31.2 attached to this Amendment No. 2. All other information is
unchanged and reflects the disclosures made at the time of the original filings.
Unless otherwise expressly stated, this Amendment No. 2 does not reflect events
occurring after the filing of the Form 10-K, or modify or update in any way
disclosures contained in the Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRANS-INDUSTRIES, INC.
Date: October 8, 2004 By: /s/ DALE S. COENEN
--------------------- -----------------------------------
Dale S. Coenen,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the
Chairman, the President, the Chief Financial Officer, the Assistant Treasurer,
and a majority of the Board of Directors on behalf of the Registrant and in the
capacities and on the dates indicated:
/s/ Dale S. Coenen Chairman 10/8/04
- --------------------------- -------
(Dale S. Coenen) and Chief Executive Officer
/s/ Kai Kosanke Vice-President 10/8/04
- --------------------------- -------
(Kai Kosanke) and Chief Financial Officer
/s/ Keith LaCombe Assistant Treasurer 10/8/04
- --------------------------- -------
(Keith LaCombe)
/s/ Richard A. Solon President and Director 10/8/04
- --------------------------- -------
(Richard A. Solon)
/s/ Robert J. Ruben Director 10/8/04
- --------------------------- -------
(Robert J. Ruben)
/s/ Harry E. Figgie, Jr. Director 10/8/04
- --------------------------- -------
(Harry E. Figgie, Jr.)
/s/ James O'Brien Director 10/8/04
- --------------------------- -------
(James O'Brien)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*Exhibit 3 (a) Restated Certificate of Incorporation incorporated
herein by reference to Form 8 filed May 17, 1982.
*Exhibit 3(b) Bylaws
*Exhibit 13(b) Form 10-Q for quarter ended September 30, 2003, filed
with the Securities and Exchange Commission on November
19, 2003 incorporated herein by reference.
*Exhibit 21 List of Subsidiaries.
Exhibit 31.1 Sarbanes-Oxley, Section 302 CEO certification.
Exhibit 31.2 Sarbanes-Oxley, Section 302 CFO certification.
*Exhibit 32 Sarbanes-Oxley, Section 906 certification.
*previously filed