SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
(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) 364-0400
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 November 9, 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 $3,512,305.
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 (as amended, 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 and Form 10-K/A Amendment No. 2 filed on October 8, 2004. This Form 10-K/A
Amendment No. 3 ("Amendment No. 3") is being filed to revise Item 9A.
The filing of this Amendment No. 3 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 revise Item 9A as set forth below. All
other information is unchanged and reflects the disclosures made at the time of
the original filings. Unless otherwise expressly stated, this Amendment No. 3
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.
Item 9A is hereby amended and restated in its entirety as set forth
below.
"ITEM 9A. CONTROL AND PROCEDURES.
As of December 31, 2003, an evaluation was carried out under the supervision and
with the participation of the Company's management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15 (e) and 15d-15 (e) under the Securities Exchange Act of 1934).
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls and
procedures were not effective during the quarter-ended December 31, 2003.
This determination was made because of our Chief Executive Officer and Chief
Financial Officer's belief that the Company's resources were insufficient to
address its financial reporting requirements in a timely fashion during the
quarter-ended December 31, 2003. Recent filings of the Company's annual reports
on Form 10-K have been filed in a timely manner. However, the Company had to
extend the filing deadline for this Form 10-K and its September 30, 2003 Form
10-Q because it lacked the resources to address the financial reporting related
to significant and complex business transactions.
Our independent auditors have advised the Company that the situation discussed
above represents a reportable condition. In particular, the Company has suffered
from insufficient personnel resources. Additionally, the Company has struggled
with complying with the increased reporting requirements that have resulted from
the Sarbanes-Oxley Act and new National Association of Security Dealers rules.
The Company is evaluating its resources for addressing its financial reporting
and making appropriate changes to provide sufficient resources and time to
prepare and file periodic reports within the time periods specified in the SEC's
rules and regulations and provide for reviews by management, the Audit Committee
and the Board of Directors. Our Chief Executive Officer and Chief Financial
Officer are, in connection with the evaluation, reviewing our personnel,
resources and disclosure controls and procedures. The evaluation is intended to
lead to changes that will ensure that our disclosure controls are effective at a
reasonable assurance level. Specifically, the evaluation is aimed at ensuring
that our disclosure controls are effective for gathering, analyzing and
disclosing in a timely manner the information we are required to disclose in our
reports filed under the Securities Exchange Act of 1934.
As a part of the evaluation, the Company has concluded that it expects that
Company personnel will have additional time to devote to financial reporting in
the fourth quarter of 2004. Furthermore, the Company will be adding an employee
to the staff responsible for compliance with reporting obligations in the fourth
quarter of 2004. Accordingly, the Company expects that its disclosure controls
and procedures will be fully effective during the fourth quarter of 2004 or soon
thereafter.
There have been no changes in the Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. However, as noted above,
the Company intends to take certain actions designed to enhance the Company's
internal control over financial reporting and its disclosure controls and
procedures."
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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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRANS-INDUSTRIES, INC.
Date: November 12, 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 11/12/04
- --------------------------- and Chief Executive --------
(Dale S. Coenen) Officer
/s/ Kai Kosanke Vice-President 11/12/04
- --------------------------- and Chief Financial --------
(Kai Kosanke) Officer
/s/ Keith LaCombe Assistant Treasurer 11/12/04
- --------------------------- --------
(Keith LaCombe)
/s/ Richard A. Solon President and Director 11/12/04
- --------------------------- --------
(Richard A. Solon)
/s/ Robert J. Ruben Director 11/12/04
- --------------------------- --------
(Robert J. Ruben)
/s/ Harry E. Figgie, Jr. Director 11/12/04
- --------------------------- --------
(Harry E. Figgie, Jr.)
/s/ James O'Brien Director 11/12/04
- --------------------------- --------
(James O'Brien)
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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 32.1 Sarbanes-Oxley, Section 906 CEO certification.
Exhibit 32.2 Sarbanes-Oxley, Section 906 CFO certification.
*previously filed
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