UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
(Mark One)
[x] Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the fiscal year ended December 31, 2002
OR
[ ]Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No fee required] (No fee required)
For the Transition period from ____ to ____
Commission file number: 0-10067
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REXHALL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California 95-4135907
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
46147 7th Street West
Lancaster, CA 93534
(Address of principal executive offices)
Registrant's telephone number, including area code: (661) 726-0565
Securities registered pursuant to Section 12(b) of the Act: None
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value
Indicate by check mark whether the registrant (1) 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 periods as 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. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Aggregate market value of the voting and non-voting common stock held by
non-affiliates computed by reference to the price at which the common stock was
last sold, or the average bid and asked price of such common stock, as of the
last business day of the Registrant's most recently completed second fiscal
quarter - $15,483,900 (As of June 28, 2002).
As of April 15, 2003 there were 5,912,700 shares of the Registrant's common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
1
Explanatory Note
In accordance with General Instruction G(3) to Form 10-K, Registrant is filing
this Form 10-K/A (Amendment No. 1) to provide information omitted form its Form
10-K for the year ended December 31, 2002. Registrant incorporated such omitted
information by reference to its definitive proxy statement in anticipation that
its definitive proxy statement would be filed by April 30, 2003. However, since
registrant's definitive proxy statement will not be filed by April 30, 2003,
registrant is providing the information by this Amendment.
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The following information is added to Item 11 of Registrant's Form 10-K for the
year ended December 31, 2002:
Compliance with Section 16(a) of the Securities Exchange Act of 1934
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Section 16(a) of the Exchange Act requires the Company's directors,
executive officers, and the persons who beneficially own ten percent or more of
the Company's common stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based solely on the
Company's review of the reports filed with the Securities and Exchange
Commission by its directors, executive officers, and the persons who
beneficially own more than ten percent of its common stock, the Company believe
that these persons have complied with all applicable filing requirements during
the year ended December 31, 2002; except for Mr. James Rex who did not file his
Form 3 and J. Michael Bourne who did not file a Form 4 as a consequence of his
acquisition of 6,000 shares from the Company in January 2002 (12,000 shares
after giving effect to the Company's 2-for-1 stock split effected in July 2002).
The Company has begun a review of the Section 16(a) reports filed on behalf
of its executive officers and directors to determine whether all of their
reportable transactions in the registrant's common stock were timely reported
and to ensure proper reporting of all of their beneficial holdings. This review
is ongoing and has not been completed as of this date. However, based on the
results of this review to date, the Company believes that the following did not
file their Form 3s as a consequence of becoming a director of the Company: Mr.
Robert A Lopez, Mr. Frank A. Visco and Dr. Dennis K. Ostrom and that J. Michael
Bourne did not file a Form 3 as consequence of becoming an executive officer of
the Company. The Company believes that at the time that their respective Form 3s
were required to be filed, during the period from that time to date, and at this
date, Rexhall's directors did not beneficially own any of the Company's common
stock. Based on ownership of Rexhall's shares shown on the records of the
Company's transfer agent, the Company believes that J. Michael Bourne owns
12,000 shares of the Company's common stock at April 30, 2003. The Company was
informed by Mr. Bourne that he transferred 6,000 of the 12,000 shares Mr. Bourne
acquired from the Company in January 2002 (after giving effect to the Company's
2-for-1 stock split of July 2002), to his stock broker in January, 2003.
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2
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following amends Item 12 of registrant's Form 10-K for the year ended
December 31, 2002:
The following table sets forth information as of April 30, 2003 regarding
the ownership of the Company's common stock by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding shares of
common stock, (ii) each of the Company's directors beneficially owning common
stock, (iii) each of the Company's executive officers named in the Summary
Compensation Table included under "Executive Compensation" under Item 11 of this
Report who beneficially own common stock, and (iv) all of the Company's
executive officers and directors as a group:
Number of
Name of Beneficial Owner Shares Percent of
Outstanding Beneficially Shares at
or Identity of Group Owned (1) April 30, 2003
-------------------- --------- --------------
Trust of William J. Rex 3,246,000 54.9%
and Cheryl L. Rex(1)
c/o Rexhall Industries
46147 7th Street West
Lancaster, California 93534
J. Michael Bourne(2) 12,000 (3)
James C. Rex 10,000 (3)
All Directors and
Executive Officers as a Group 3,268,000 55.3%
(1) William J. Rex and Cheryl. L. Rex have voting and investment power with
respect to all shares of common stock shown as beneficially owned by the
trust.
(2) Mr. Bourne resigned as an executive officer and director of the Company on
April 22, 2003, which resignation was accepted on April 23, 2003. Based on
ownership of Rexhall's shares on the records of the Company's transfer
agent, the Company believes that J. Michael Bourne owned 12,000 shares of
the Company's common stock at April 30, 2003. The Company was informed by
Mr. Bourne that he transferred 6,000 of the 12,000 shares Mr. Bourne
acquired from the Company in January 2002 (after giving effect to the
Company's 2-for-1 stock split of July 2002), to his stock broker in
January, 2003.
(3) Less than one percent.
3
Signatures
Pursuant to the requirements of section 13 or 5(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.
Rexhall Industries, Incorporated
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(Registrant)
By /S/ William J. Rex
------------------------------------
(Signature and Title)*
William J. Rex, President, CEO & Chairman
(Principal Executive Officer)
Date: April 29, 2003
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant in capacities and on the dates
indicated.
By /S/ William J. Rex
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(Signature and Title)*
William J. Rex
President & CEO
Chairman of the Board
Date: April 29, 2003
By /S/ Robert A. Lopez
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(Signature and Title)
Robert A. Lopez
Director
Date: April 29, 2003
By Frank A. Visco
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(Signature and Title)*
Frank A. Visco
Director
Date: April 29, 2003
By /S/ Dr. Dennis K. Ostrom
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(Signature and Title)*
Dr. Dennis K. Ostrom
Director
Date: April 29, 2003