1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A2
(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 30, 2000.
[ ] 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 0-14275
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Edac Technologies Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Wisconsin 39-1515599
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1806 New Britain Avenue, Farmington, Connecticut 06032
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860)-677-2603
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0025 par value
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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 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]
2
As of March 16, 2001, 4,319,080 shares of Common Stock were outstanding,
and the aggregate market value of the Common Stock (based upon the $1.75 closing
price on that date on the OTC Bulletin Board) held by nonaffiliates (excludes
shares reported as beneficially owned by directors and officers - does not
constitute an admission as to affiliate status) was approximately $6,596,195.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Into Which Portions of
DOCUMENT Document are Incorporated
-------- -------------------------
Annual Report to Shareholders for the
fiscal year ended December 30, 2000 Part II
Proxy Statement relating to
2001 Annual Meeting of Shareholders Part III
All statements other than historical statements contained in this report on Form
10-K or deemed to be contained herein due to incorporation by reference to a
different document constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Without limitation, these
forward looking statements include statements regarding the Company's business
strategy and plans, statements about the adequacy of the Company's working
capital and other financial resources, statements about the Company's bank
agreement, statements about the Company's backlog, statements about the
Company's actions to improve operating performance, and other statements herein
that are not of a historical nature. These forward-looking statements rely on a
number of assumptions concerning future events and are subject to a number of
uncertainties and other factors, many of which are outside of the Company's
control, that could cause actual results to differ materially from such
statements. These include, but are not limited to, factors which could affect
demand for the Company's products and services such as general economic
conditions and economic conditions in the aerospace industry and the other
industries in which the Company competes; competition from the Company's
competitors; the Company's ability to reduce costs; the Company's ability to
complete its proposed asset sale transaction with Tomz Corporation and the terms
of such transaction if completed; the Company's ability to effectively use
business-to-business tools on the Internet to improve operating results; the
adequacy of the Company's revolving credit facility and other sources of
capital. The Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Edac Technologies Corporation (the "Company") is hereby amending its
Annual Report on Form 10-K for the year ended December 30, 2000, as filed with
the Securities and Exchange Commission on March 30, 2001, as previously amended
on May 4, 2001 (the "Annual Report"). Item 14 is amended in its entirety as
follows:
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) Documents filed:
1. Financial Statements.
The financial statements required to be filed by Item 8 hereof
have been incorporated by reference to Edac's 2000 Annual
Report to Shareholders and consist of the following:
Report of Independent Public Accountants
Consolidated Statements of Operations -- Years Ended
December 30, 2000, January 2, 2000 and January 2, 1999.
Consolidated Balance Sheets -- As of December 30, 2000
and January 1, 2000.
Consolidated Statements of Cash Flows--Years ended
December 30, 2000, January 1, 2000 and January 2, 1999.
Consolidated Statements of Changes in Shareholders'
Equity--Years ended December 30, 2000, January 1, 2000
and January 2, 1999.
Notes to Consolidated Financial Statements.
2. Financial statement schedule.
The following financial statement schedule of Edac is included
in Item 14(d) hereof:
Report of Independent Public Accountants on Schedule
Schedule II: Valuation and qualifying accounts
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All other schedules for which provisions are made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.
(b) Reports on Form 8-K
Edac did not file any reports on Form 8-K during the last quarter of
the period covered by this Form 10-K.
(c) Exhibits:
See Exhibit Index included as the last part of this Report, which
Index is incorporated herein by this reference.
(d) Financial Statements and Schedules
Refer to Item 14(a) above for listing of financial statements and
schedule.
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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 Form 10-K/A2 to be signed on
its behalf on May 29, 2001 by the undersigned, thereunto duly authorized.
EDAC TECHNOLOGIES CORPORATION
BY /s/Richard A. Dandurand
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Richard A. Dandurand,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-K/A2 has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/Richard A. Dandurand Chief Executive Officer May 29, 2001
- ------------------------------ and a Director
Richard A. Dandurand
* Chairman of the Board May 29, 2001
- ------------------------------
John J. DiFrancesco
/s/Ronald G. Popolizio Executive Vice President May 29, 2001
- ------------------------------ and Chief Financial Officer
Ronald G. Popolizio (Principal Financial and
Accounting Officer)
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Signatures Title Date
* Director May 29, 2001
- ------------------------------
George Fraher
* Director May 29, 2001
- ------------------------------
Robert J. Gilchrist
* Director May 29, 2001
- ------------------------------
John M. Kucharik
* Director May 29, 2001
- ------------------------------
Stephen J. Raffay
* Director May 29, 2001
- ------------------------------
Daniel C. Tracy
/s/ Richard A. Dandurand May 29, 2001
- ------------------------------
Richard A. Dandurand
* Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Sequential
Number Page Number
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3.1 Edac's Amended and Restated (1)
Articles of incorporation
3.2 Edac's By-Laws (5)
4.1 Edac's Amended and Restated (1)
Articles of incorporation
4.2 Sections of Edac's By-Laws (5)
10.1 Consulting Agreement between (1)
Gros-Ite and William Giannone
10.2 Gros-Ite division Pension Plan (1)
10.3 Edac Technologies Corporation (2)
Employee Stock Ownership Trust,
effective May 1, 1989
10.4 $700,000 Limited Recourse Term (2)
Promissory Note dated May 12, 1989
between the Plan and CNB
10.5 Edac Technologies Corporation (3)
1991 Stock Option Plan
10.6 $4,000,000 Term Promissory Note (4)
dated March 22, 1993 between
Edac and Shawmut
10.7 Construction to Permanent Loan (5)
Promissory Note
10.8 Open-End Construction to Permanent (5)
Mortgage Deed
10.9 Sixth Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement
10.10 Modification of Construction to (5)
Permanent Loan Promissory Note
and Open-End Construction to
Permanent Mortgage Deed
8
10.11 Seventh Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement and
Reaffirmation of Guarantees
10.12 Eighth Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement and
Reaffirmation of Guarantees,
Modification of Notes and
Reaffirmation of Guarantees
10.13 Seventh Modification Agreement to (5)
Open-End Mortgage Deed
10.14 Second Modification of Construction (5)
to Permanent Loan Promissory Note
and Open-End Construction to
Permanent Mortgage Deed
10.15 Edac Technologies Corporation (6)
1996 Stock Option Plan
10.16 Ninth Amendment to Revolving loan, Term (7)
Loan, Equipment Loan and Security Agreement,
Modification of Notes and Reaffirmation of
Guarantees dated as of March 27, 1997 by and
between Edac and Fleet National Bank
10.17 Amended and Restated Revolving Promissory (7)
Note dated of as of March 27, 1997 by and
between Edac and Fleet National Bank
10.18 Equipment Promissory Note III dated as of March (7)
27, 1997 by and between Edac and Fleet
National Bank
10.19 Amended and Restated Promissory Note dated March (7)
27, 1997 by and between Edac and Fleet
National Bank
10.20 Eighth Modification Agreement to Open-End (7)
Mortgage Deed dated March 27, 1997 by and between
Edac and Fleet National Bank
10.21 Third Modification of Construction to (7)
Permanent Loan Promissory Note and Open-End
Construction to Permanent Mortgage Deed dated
March 27, 1997 by and between Edac and Fleet
National Bank
10.22 Asset Purchase Agreement dated as of May 13, 1998 (8)
by and among Edac, Apex Acquisition Corp., Apex
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Machine Tool Company, Inc., Gerald S. Biondi,
James G. Biondi and Michael Biondi.
10.23 Purchase Agreement dated as of May 13, 1998 by and (8)
between Edac, Gerald S. Biondi, James G. Biondi and Michael
Biondi providing for the acquisition of the real estate
located at 17 and 21 Spring Lane, Farmington, Connecticut.
10.24 Guaranty Agreement dated as of June 30, 1998 by and (8)
among Edac, as guarantor, Apex Acquisition Corporation,
Gerald S. Biondi, James G. Biondi and Michael Biondi
pursuant to which Edac has guaranteed all of the
obligations of Apex Acquisition Corporation under the real
estate purchase agreement.
10.25 Promissory note payable by Apex Acquisition Corporation (8)
to Gerald S. Biondi, James G. Biondi and Michael Biondi
under the real estate purchase agreement.
10.26 Purchase agreement dated as of May 13, 1998 by and (8)
between Edac, Gerald S. Biondi and James G. Biondi
providing for the acquisition, after the satisfaction of
certain pre-closing conditions, by Edac Technologies
Corporation or its wholly-owned subsidiary of the property
located at 55 Spring Lane, Farmington, Connecticut.
10.27 Eleventh Amendment to Loans and Security Agreement, (8)
Modification of Notes and Reaffirmation of Guaranties dated
as of June 30, 1998 by and among Fleet National Bank, Edac,
Gros-Ite Industries, Inc. and Apex Acquisition Corporation.
10.28 Second Amended and Restated Promissory Note dated as (8)
of June 30, 1998 in the original principal amount of $13
million payable by Edac Technologies Corporation to Fleet
National Bank.
10.29 Term Promissory Note dated June 30, 1998 in the (8)
principal amount of $14 million payable by Edac
to Fleet National Bank.
10.30 Fourth Modification of Construction to Permanent Loan (8)
Promissory Note and Open-End Construction to Permanent
Mortgage Deed dated as of June 30, 1998 by and among Edac
and Fleet National Bank.
10.31 Ninth Modification Agreement to Open-End Mortgage Deed (8)
dated as of June 30, 1998 by and between Edac
and Fleet National Bank.
10
10.32 Guaranty Agreement dated as of June 30, 1998 from each (8)
of Apex Acquisition Corporation and Gros-Ite Industries,
Inc. to Fleet National Bank.
10.33 Open-End Mortgage Deed, Security Agreement, Collateral (8)
Assignment of Rents and Financing Statement dated as of
June 30, 1998 by and between Edac and Fleet National Bank.
10.34 Security Agreement dated as of June 30, 1998 by and (8)
between Apex Acquisition Corporation and Fleet
National Bank.
10.35 Hazardous Substances Indemnity Agreement dated as of (8)
June 30, 1998 by and among Edac, Apex Acquisition
Corporation, Gros-Ite Industries, Inc. and Fleet
National Bank.
10.36 Agreement Regarding Purchase Price Adjustments dated (9)
September 24, 1998 by and between Edac, Apex Machine
Tool Company, Inc., Biondi Tool Company, Inc., Gerald
S. Biondi, James G. Biondi and Michael Biondi.
10.37 Edac Technologies Corporation 1998 Stock
Option Plan (10)
10.38 Tenth Amendment to Revolving Loan, Term (10)
Loan, Equipment Loan and Security Agreement,
Modification of Notes and Reaffirmation of
Guarantees
10.39 Equipment Promissory Note IV (10)
10.40 Twelfth Amendment to Loans and Security (10)
Agreement,Modification of Notes and
Reaffirmation of Guaranties
10.41 Employment contract, dated November 20, 1998, (10)
between Edac and Edward J. McNerney
10.42 Change of Control Agreement, dated January 29, (11)
1999, between Edac Technologies Corporation
and Ronald G. Popolizio
10.43 Employment contract, dated June 23, 1999, (12)
between Edac and Ronald G. Popolizio
10.44 Termination and Release Agreement, dated October (13)
22, 1999, between Edac and Edward J. McNerney
10.45 Forbearance Agreement dated as of October 29, (13)
1999 by and between Edac and Fleet National
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Bank
10.46 Third Amended and Restated Revolving Promissory (13)
Note dated as of October 29, 1999 by and between
Edac and Fleet National Bank
10.47 First Amendment To Forbearance Agreement dated as (14)
of December 30, 1999 by and between Edac and
Fleet National Bank
10.48 Stock Pledge Agreement dated as of (14)
January 26, 2000 by and between Edac
and Fleet National Bank
10.49 Second Amendment to Forbearance Agreement (14)
dated as of April 30, 2000 by and between Edac
and Fleet National Bank
10.50 Third Amendment to Forbearance Agreement (14)
dated as of June 3, 2000 by and between Edac
and Fleet National Bank
10.51 Fourth Amendment to Forbearance Agreement (14)
Dated July 31, 2000 by and between Edac
and Fleet National Bank
10.52 Agreement for Extension of Expiration Date (14)
Pegos Machine Corp. dated as of March 31, 2000
10.53 Second Agreement for Extension of Expiration (14)
Date Pegos Machine Corp. dated as of
May 31, 2000
10.54 Third Agreement for Extension of Expiration (14)
Date Pegos Machine Corp. dated as of
July 31, 2000
10.55 Consulting Agreement between John DiFrancesco (14)
and Edac dated June 1, 2000
10.56 Fifth Amendment to Forbearance Agreement (15)
dated as of August 11, 2000 by and between Edac
and Fleet National Bank
10.57 Sixth Amendment to Forbearance Agreement (15)
dated as of August 22, 2000 by and between Edac
and Fleet National Bank
10.58 Seventh Amendment to Forbearance Agreement (15)
Dated September 7, 2000 by and between Edac
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and Fleet National Bank
10.59 Fourth Agreement for Extension of Expiration Date (15)
Pegos Machine Corp. dated as of August 11, 2000
10.60 Fifth Agreement for Extension of Expiration (15)
Date Pegos Machine Corp. dated as of
August 22, 2000
10.61 Sixth Agreement for Extension of Expiration (15)
Date Pegos Machine Corp. dated as of
September 7, 2000
10.62 Loan and Security Agreement dated September 29, 2000 (15)
among General Electric Capital Corp., Edac and
Apex Machine Tool Company Inc. as borrowers
10.63 Leading Borrower's and Second Borrower's Revolving (15)
Credit Notes dated as of September 29, 2000 by and between
General Electric Capital Corporation and Edac
10.64 Term Note A-1 dated September 29, 2000 by and between (15)
General Electric Capital Corporation and Edac
Technologies Corporation
10.65 Term Note A-2 dated September 29, 2000 by and between (15)
General Electric Capital Corporation and Apex Machine
Tool Company, Inc.
10.66 Pledge Agreement dated September 29, 2000 by and (15)
between General Electric Capital Corporation and
Edac
10.67A Escrow and Forbearance Agreement dated (15)
September 29, 2000 by and between Fleet National Bank
and Edac
10.67B Amended and Restated Term Note dated (15)
September 29, 2000 by and between Fleet National
Bank and Edac
10.67C Security Agreement dated September 29, 2000 by and (15)
between Fleet National Bank and Edac
10.67D Mortgage Modification Agreement dated (15)
September 29, 2000 by and between Fleet National
Bank and Edac
10.68 Intercreditor and Subordination Agreement dated (15)
September 29, 2000 by and between Fleet National
Bank, General Electric Capital Corp. and Edac
13
10.70 Agreement for the Purchase and Sale of Real Estate
Dated September 28, 2000 by and between Edac and Globe
Corporation (16)
10.71 Edac Technologies Corporation 2000 Stock Option Plan (16)
10.72 Edac Technologies Corporation 2000-B Stock Option Plan (16)
10.73 Employment contract between Edac and
Richard A. Dandurand dated December 1, 2000 (16)
10.74 Change of Control Agreement dated December 1, 2000 between
Edac and Richard A. Dandurand (16)
10.75 Second Amendment of Note dated December 28, 2000
by and among Apex Acquisition Corp. and Gerald S.
Biondi, James G. Biondi and Michael Biondi. (16)
11 Earnings per share information has been
incorporated by reference to Edac's 2000
Annual Report to Shareholders (16)
13 Edac's 2000 Annual Report to Shareholders
21 Subsidiaries (16)
23 Consent of Arthur Andersen LLP,
independent public accountants
24 Power of Attorney (16)
(1) Exhibit incorporated by reference to the Company's registration statement
on Form S-1 dated August 6, 1985, commission File No. 2-99491, Amendment
No. 1.
(2) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1989.
(3) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1991.
(4) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1993.
(5) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
(6) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
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(7) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.
(8) Exhibit incorporated by reference to the Company's Current Report on Form
8-K dated June 30, 1998.
(9) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 4, 1998.
(10) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended January 2, 1999.
(11) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended April 3, 1999.
(12) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999.
(13) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended October 2, 1999.
(14) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 1, 2000.
(15) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
(16) Previously filed.