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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, 2004
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]
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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 November 30, 2004, is as follows:
Title of Class Number of Shares Outstanding
Common Stock,
$1 Par Value 1,386,595
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EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K
originally filed with the Securities and Exchange Commission on October 27,
2004, solely for the purpose of correcting the number of holders of record
reported in Item 5. 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 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company's common stock is traded on the Nasdaq SmallCap Market(SM)
under the symbol "FSCR."
The following table sets forth the quarterly high and low sales prices as
reported by the Nasdaq Small Cap Market(SM). Quotations reflect inter-dealer
prices, without retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions.
2004 2003
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High Low High Low
--------- ------- --------- ---------
1st Quarter $ 36.30 $ 33.95 $ 33.24 $ 30.76
2nd Quarter 37.89 29.50 33.60 31.40
3rd Quarter 39.79 36.90 34.24 32.14
4th Quarter 37.95 35.31 38.00 33.75
At September 2, 2004, there were 296 holders of record and approximately
734 beneficial holders of the Company's common stock.
For a discussion of dividends declared by the Company for the two most
recent fiscal years, please see Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Dividends."
The Company does not have any compensation plans under which equity
securities of the Company are authorized for issuance.
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The following table summarizes the Company's stock repurchases for the
three months ended June 30, 2004:
MAXIMUM
TOTAL NUMBER NUMBER OF
OF SHARES SHARES THAT MAY
PURCHASED AS YET BE
TOTAL NUMBER PART OF PUBLICLY PURCHASED
OF SHARES AVERAGE PRICE ANNOUNCED UNDER THE
PERIOD PURCHASED (a) PAID PER SHARE PROGRAM PROGRAM
- --------- ------------ -------------- ---------------- ---------------
April 2004 0 $ 0 0 0
May 2004 0 0 0 0
June 2004 10,000 36.55 10,000 158,930
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Total 10,000 $ 36.55 10,000 158,930
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(a) All shares repurchased during the fourth quarter of fiscal 2004 were
purchased through a publicly announced stock repurchase program. For a
description of the program, see Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources".
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Amendment No. 1 on Form
10-K/A.
EXHIBIT NO. DESCRIPTION
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31.1 Certification of the Chief Executive Officer of Company, dated December 6, 2004, relating to the
Company's 2004 Form 10-K, filed herewith.
31.2 Certification of the Chief Financial Officer of Company, dated December 6, 2004, relating to the
Company's 2004 Form 10-K, filed herewith.
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, filed herewith.
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, filed herewith.
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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.
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W. T. ZurSchmiede, Jr.
Chairman, Chief Financial Officer and
Secretary
Date: December 6, 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
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31.1 Certification of the Chief Executive Officer of Company,
dated December 6, 2004, relating to the Company's 2004 Form
10-K, filed herewith.
31.2 Certification of the Chief Financial Officer of Company,
dated December 6, 2004, relating to the Company's 2004 Form
10-K, filed herewith.
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, filed herewith.
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, filed herewith.
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