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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 2002 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 0-5286
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KEWAUNEE SCIENTIFIC CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-0715562
- --------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2700 West Front Street
Statesville, North Carolina 28677-2927
- --------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 873-7202
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock $2.50 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 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]
The aggregate market value of 1,779,542 shares of voting stock held by
non-affiliates of the Registrant was approximately $18,756,373 based on the last
reported sale price of the Registrant's Common Stock on July 2, 2002. (Only
shares beneficially owned by directors of the Registrant (excluding shares
subject to options) were excluded as shares held by affiliates. By including or
excluding shares owned by anyone, the Registrant does not admit for any other
purpose that any person is or is not an affiliate of the Registrant.)
As of July 5, 2002, the Registrant had outstanding 2,469,996 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE: Those portions of Kewaunee Scientific
Corporation's annual report to stockholders for the fiscal year ended April 30,
2002, and of the proxy statement for use in connection with Kewaunee Scientific
Corporation's annual meeting of stockholders to be held on August 28, 2002,
indicated in this report are incorporated by reference into Parts I, II and III
hereof.
1
Table of Contents Page or Reference
----------------- -----------------
PART I
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 6
Item 8. Financial Statements and Supplementary Data 6
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 6
PART III
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners
and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 9
SIGNATURES 12
EXHIBIT INDEX 13
2
PART I
ITEM 1. BUSINESS
General
The principal business of the Registrant is the design,
manufacture and installation of scientific and technical furniture. These
products are primarily sold through purchase orders and contracts submitted by
customers, through the Registrant's dealers and commissioned agents, a national
distributor, and through competitive bids submitted by the Registrant.
The Company's operations are classified into two business
segments: laboratory products and technical products. The laboratory products
segment principally designs, manufactures, and installs steel and wood
laboratory furniture, worksurfaces, and fume hoods. Laboratory products are sold
principally to pharmaceutical, biotechnology, industrial, chemical and
commercial research laboratories, educational institutions, health care
institutions, and governmental entities. The technical products segment
principally manufactures and sells technical furniture including network storage
systems, workstations, workbenches, computer enclosures, and related
accessories. Technical products are sold principally to manufacturing facilities
and users of computer and networking furniture. Financial information pertaining
to each of the Registrant's business segments is presented in Note 9, "Segment
Information," at page 25 of the Registrant's annual report to stockholders for
the year ended April 30, 2002, which Note is incorporated herein by reference.
It is common in the laboratory furniture industry for customer
orders to require delivery at extended future dates, because the products are
frequently to be installed in buildings yet to be constructed. Changes or delays
in building construction may cause delays in delivery of the orders. Since
prices are normally quoted on a firm basis in the industry, the Registrant bears
the burden of possible increases in labor and material costs between receipt of
an order and delivery of the product.
The need for working capital and the credit practices of the
Registrant are comparable to those of other companies selling similar products
in similar markets. Payments for the Registrant's laboratory products are
received over longer periods of time than payments for many other types of
manufactured products, thus requiring increased working capital. In addition,
payment terms associated with certain projects provide for a retention amount
until completion of the project, thus also increasing required working capital.
The principal raw materials and products manufactured by
others used by the Registrant in its products are cold-rolled carbon and
stainless steel, hardwood lumber and plywood, paint, chemicals, resins,
hardware, plumbing and electrical fittings. Such materials and products are
purchased from multiple suppliers and are readily available.
The Registrant holds various patents and patent rights but
does not consider that its success or growth is dependent upon its patents or
patent rights. The Registrant's business is not dependent upon licenses,
franchises or concessions.
The Registrant's business is not cyclical, although sales are
sometimes lower during the Registrant's third quarter because of slower
construction activity in certain areas of the country during the winter months.
The Registrant's business is not dependent on any one or a few customers;
however, sales to VWR International represented 12 percent, 13 percent, and 11
percent of the Registrant's total sales in fiscal years 2002, 2001 and 2000,
respectively.
The Registrant's sales order backlog at April 30, 2002 was
$34.2 million, down from $35.5 million at April 30, 2001 and up from $31.5
million at April 30, 2000. All but $1.5 million of the backlog at April 30, 2002
was scheduled for shipment during fiscal year 2003; however, it may reasonably
be expected that delays in shipments will occur because of customer rescheduling
or delay in completion
3
of projects which involve the installation of the Registrant's products. Based
on past experience, the Registrant expects that more than 90 percent of its
backlog scheduled for shipment in fiscal year 2003 will be shipped during that
year.
Competition
The Registrant considers the industries in which it competes
to be highly competitive and believes that the principal competitive factors are
price, product performance, and customer service. A significant portion of the
business of the Registrant is based upon competitive public bidding.
Research and Development
The amount spent during the fiscal year ended April 30, 2002
on company-sponsored research and development activities related to new products
or services or improvement of existing products or services was $618,273. The
amounts spent for similar purposes in the fiscal years ended April 30, 2001 and
2000 were $742,860 and $783,046, respectively.
Environmental Compliance
In the last three fiscal years, compliance with federal, state
or local provisions enacted or adopted regulating the discharge of materials
into the environment has had no material effect on the Registrant. There are no
material capital expenditures anticipated for such purposes, and no material
effect therefrom is anticipated on the earnings or competitive position of the
Registrant.
Employees
The number of persons employed by the Registrant at April 30,
2002 was 609.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements included and referenced in this report,
including the Letter to Stockholders, narrative text, captions and Management's
Discussion and Analysis of Financial Condition and Results of Operations,
constitute "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could significantly impact results or achievements expressed
or implied by such forward-looking statements. These factors include, but are
not limited to, economic, competitive, governmental, and technological factors
affecting the Company's operations, markets, products, services, and prices. The
cautionary statements made pursuant to the Reform Act herein and elsewhere by
the Company should not be construed as exhaustive. The Company cannot always
predict what factors would cause actual results to differ materially from those
indicated by the forward-looking statements. In addition, readers are urged to
consider statements that include the terms "believes," "belief," "expects,"
"plans," "objectives," "anticipates," "intends" or the like to be uncertain and
forward-looking.
ITEM 2. PROPERTIES
The Registrant owns and operates three plants in Statesville,
North Carolina and one in Lockhart, Texas. The plants are involved in the
production of the Registrant's products.
The plants in Statesville, North Carolina are located in three
separate adjacent buildings, which contain manufacturing facilities and
warehouse space. Sales and marketing, administration, engineering and drafting
personnel and facilities are also located in each of the three buildings. The
Registrant's corporate offices are located in the largest building. The plant
buildings together comprise approximately 382,000 square feet and are located on
approximately 20 acres of land. In addition, at April 30, 2002, the Registrant
leased multiple warehouse facilities totaling 62,000 square feet in
4
Statesville, North Carolina. The Registrant has entered into an agreement to
lease a 100,000 square foot warehouse facility in Statesville once construction
of such facility is completed. The new facility is expected to be completed in
late calendar year 2002 and will replace the warehouse facilities leased by the
Registrant at April 30, 2002.
The plant in Lockhart, Texas is housed in a building of approximately
129,000 square feet located on approximately 30 acres. In addition, a separate
10,000 square foot office building on this site houses certain administrative
personnel.
All of the facilities which the Registrant owns are held free and clear
of any encumbrances. The Registrant believes its facilities are suitable for
their respective uses and are adequate for its current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in a legal dispute with Bernards Bros. Inc., a
former customer of the Company. The dispute is the subject of lengthy
arbitration proceedings completed in December 2000. The arbitration was the
result of a claim for unpaid contract amounts owed to the Registrant by Bernards
Bros. Inc. and a counter-claim by Bernards Bros. Inc. against the Registrant for
breach of contract, claiming that the Company unreasonably delayed Bernards
Bros. Inc.'s project. In fiscal year 2001, the Company recorded a charge of
$391,000, including an estimated liability of $134,000 for final settlement of
the matter, based on its interpretation of the Arbitrator's award. In fiscal
year 2002, pursuant to a Petition to Confirm Arbitration Award in Los Angeles
Superior Court, a judgment was issued against the Company in this matter for
approximately $1.3 million. The Company believes that the judgment entered by
the trial court is inconsistent with the Arbitrator's award, and the Company
intends to vigorously contest such judgment. The Company has filed an appeal
with the Court of Appeals of the State of California (Bernards Bros. v. Kewaunee
Scientific, et. al. Appellate Case No. B 152623) regarding this judgment. If
appeal efforts are unsuccessful, the Company could be liable up to the amount of
the judgment.
From time to time, the Registrant is involved in certain other disputes
and litigation relating to claims arising out of its operations in the ordinary
course of business. Further, the Registrant periodically is subject to
government audits and inspections. The Registrant believes that any such matters
presently pending will not, individually or in the aggregate, have a material
adverse effect on the Registrant's results of operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2002, page 28, sections
entitled "Range of Market Prices" and "Quarterly Financial Data". As of July 5,
2002, the Registrant estimates there were approximately 1,020 stockholders of
the Registrant's common shares, of which 289 were stockholders of record.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2002, page 27, section entitled
"Summary of Selected Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2002, pages 10-13, section
entitled "Management's Discussion and Analysis."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Registrant is exposed to market risk in the area of interest
rates. This exposure is associated with amounts outstanding under a bank note,
certain lease obligations for production machinery, and any future advances
under the revolving credit loan, all of which are priced on a floating rate
basis. The Registrant believes that this exposure to market risk is not
material. The Registrant entered into an interest swap agreement in fiscal year
2002, whereby $1.5 million of the outstanding principal amount of the bank note
effectively converts to a fixed rate of 6.37%, beginning May 1, 2002. The
notional amount of this interest rate hedge is reduced in the same proportion as
the principal balance of the bank note over the remaining term of the bank note.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2002, pages 14-26.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Incorporated by reference from the Registrant's proxy statement
for use in connection with its annual meeting of stockholders to be held on
August 28, 2002, pages 1-4, section entitled "Election of Directors".
(b) The names and ages of the Registrant's executive officers and
their business experience during the past five years are set forth below:
Executive Officers of the Registrant
Name Age Position
---- --- --------
William A. Shumaker 54 President and Chief Executive Officer
D. Michael Parker 50 Senior Vice President, Finance,
Chief Financial Officer,
Treasurer and Secretary
Roger L. Eggena 61 Vice President, Manufacturing
James J. Rossi 60 Vice President, Human Resources
Kurt P. Rindoks 44 Vice President, Engineering
and Product Development
Kenneth E. Sparks 39 Vice President,
General Manager
Technical Furniture Group
William A. Shumaker has served as President of the Registrant since
August 1999 and Chief Executive Officer since September 2000. He was elected a
director of the Registrant in February 2000. He served as the Chief Operating
Officer from August 1998, when he was also elected as Executive Vice President,
until September 2000. Mr. Shumaker served as Vice President and General Manager
of the Laboratory Products Group from February 1998 to August 1998. He joined
the Registrant in December 1993 as Vice President of Sales and Marketing.
D. Michael Parker joined the Registrant in November 1990 as Director
of Financial Reporting and Accounting and was promoted to Corporate Controller
in November 1991. Mr. Parker has served as Chief Financial Officer, Treasurer
and Secretary since August 1995. He was elected Vice President of Finance in
August 1995 and Senior Vice President of Finance in August 2000.
Roger L. Eggena joined the Registrant in August 1997 as a plant
manager and was promoted to Director of Manufacturing in January 1998. He was
elected a Vice President of the Registrant in August 2000. Prior to joining the
Registrant, Mr. Eggena was Vice President of Manufacturing with MDT Corporation
from 1992 to 1996 and a consultant with Phillips Resource Group from 1996 to
1997.
James J. Rossi joined the Registrant in March 1984 as Corporate
Director of Human Resources and has served as Vice President of Human Resources
since January 1996.
7
Kurt P. Rindoks joined the Registrant in July 1985 as an engineer and
was promoted to Director of Engineering in July 1999 and to Director of Product
Development in May 1992. He has served as Vice President of Engineering and
Product Development since September 1996. Additionally, from May 1998 through
October 2001, he served as General Manager of the Company's Resin Materials
Division.
Kenneth E. Sparks joined the Registrant in December 1997 as Director
of Sales and Marketing of the Technical Furniture Group and was named General
Manager of the Technical Furniture Group in August 1999. He was elected a Vice
President in February 2001. Prior to joining the Registrant, Mr. Sparks was Vice
President of Customer Satisfaction with AllSteel, Inc. from 1996 to 1997 and
held various leadership positions in sales and marketing with The HON Company
from 1986 to 1996.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
28, 2002, pages 5-7, section entitled "Executive Compensation," pages 8-9,
section entitled "Compensation Committee Report on Executive Compensation," and
page 12, section entitled "Agreements with Certain Executives."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information regarding the security ownership of certain beneficial
owners and management is incorporated by reference from the Registrant's proxy
statement for use in connection with its annual meeting of stockholders to be
held on August 28, 2002, pages 13-14, sections entitled "Security Ownership of
Directors and Executive Officers" and "Security Ownership of Certain Beneficial
Owners."
The following table sets forth certain information as of April 30,
2002 with respect to compensation plans under which our equity securities are
authorized for issuance:
Number of Weighted average Number of securities
securities to be exercise price of remaining available for
issued upon outstanding options, future issuance under
exercise of warrants and rights equity compensation
outstanding plans (excluding
options, warrants securities reflected in
and rights column (a))
Plan Category (a) (b) (c)
--------------------------- ----------------- -------------------- -------------------------
Equity Compensation Plans
approved by Security Holders:
1991 Key Employee Stock 141,074 $9.37 -0-
Option Plan
1993 Stock Option Plan for 5,000 $9.95 -0-
Directors
2000 Key Employee Stock 40,750 $9.55 59,250
Option Plan
Equity Compensation Plans not
approved by Security Holders: --- --- ---
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
28, 2002, pages 1-4, section entitled "Election of Directors" and page 12,
section entitled "Agreements with Certain Executives."
8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
The following documents are filed or incorporated by reference as
part of this report:
Page or
(a)(1) Financial Statements Reference
-------------------- ---------
Consolidated Statements of Operations
Years ended April 30, 2002, 2001 and 2000 14*
Consolidated Statements of Stockholders' Equity
Years ended April 30, 2002, 2001 and 2000 14*
Consolidated Balance Sheets - April 30, 2002 and 2001 15*
Consolidated Statements of Cash Flows - Years ended
April 30, 2002, 2001 and 2000 16*
Notes to Financial Statements 17-25*
Report of Independent Accountants 26*
(a)(2) Financial Statement Schedule
----------------------------
Report of Independent Accountants on Financial
Statement Schedules 10
Schedule I - Valuation and Qualifying Accounts 11
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
(a)(3) Exhibits
--------
Exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index, which is attached hereto at pages 13 through 17
and which is incorporated herein by reference.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the Registrant's fiscal
year ended April 30, 2002.
__________________________
* Matters incorporated by reference to the page numbers shown in the
Registrant's annual report to stockholders for the year ended April 30,
2002.
9
REPORT OF INDEPENDENT ACCOUNTANTS ON CONSOLIDATED FINANCIAL STATEMENT
SCHEDULES
To the Stockholders and Board of Directors of Kewaunee Scientific Corporation
Our audits of the financial statements referred to in our report dated June 3,
2002 appearing in the 2002 Annual Report to Shareholders of Kewaunee Scientific
Corporation (which report and financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion,
Page 1 of this Financial Statement Schedule related to fiscal years ended April
30, 2002, 2001, and 2000 presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
financial statements.
PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
June 3, 2002
10
Schedule I, Page 1
Kewaunee Scientific Corporation
Valuation and Qualifying Accounts
($ in thousands)
Balance at
Beginning Bad Debt Balance at
Description of Period Expense Deductions* End of Period
----------- --------- ------- ---------- -------------
Year ended April 30, 2002
Allowance for doubtful accounts $389 $155 $ 53 $597
==== ==== ===== ====
Year ended April 30, 2001
Allowance for doubtful accounts $490 $144 $(245) $389
==== ==== ===== ====
Year ended April 30, 2000
Allowance for doubtful accounts $387 $123 $ (20) $490
==== ==== ===== ====
* Uncollectible accounts written off, net of recoveries.
11
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.
KEWAUNEE SCIENTIFIC CORPORATION
By: /s/ William A. Shumaker
---------------------------------------
William A. Shumaker
President and Chief Executive Officer
Date: July 17, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
(i) Principal Executive Officer )
)
/s/ William A. Shumaker )
-------------------------------
William A. Shumaker )
President and Chief Executive Officer )
)
(ii) Principal Financial and Accounting Officer )
)
/s/ D. Michael Parker )
----------------------------
D. Michael Parker )
Senior Vice President-Finance )
Chief Financial Officer )
Treasurer and Secretary )
)
(iii) A majority of the Board of Directors: ) July 17, 2002
)
)
/s/ Margaret Barr Bruemmer /s/ Silas Keehn )
- --------------------------- ----------------
Margaret Barr Bruemmer Silas Keehn )
)
)
/s/ John C. Campbell, Jr. /s/ Eli Manchester, Jr. )
- -------------------------- ------------------------
John C. Campbell, Jr. Eli Manchester, Jr. )
)
)
/s/ William A. Shumaker /s/ James T. Rhind )
- ------------------------ -------------------
William A. Shumaker James T. Rhind )
12
KEWAUNEE SCIENTIFIC CORPORATION
Exhibit Index
-------------
Page Number
(or Reference)
--------------
3 Articles of incorporation and by-laws
3.1 Restated Certificate of
incorporation (as amended) (3)
3.2 By-Laws (as amended as of May 22, 2002) (1)
10 Material Contracts
10.9 Kewaunee Scientific Corporation
Supplemental Retirement Plan (4)
10.13 Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (2)
10.13A First Amendment dated June 4, 1996 to the Kewaunee
Scientific Corporation 1985 Re-Established Retirement
Plan for Salaried Employees (10)
10.13B Second Amendment dated November 19, 1996 to the
Kewaunee Scientific Corporation 1985 Re-Established
Retirement Plan for Salaried Employees (10)
10.14 Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (2)
10.14A First Amendment dated August 27, 1996 to the Kewaunee
Scientific Corporation 1985 Re-Established Retirement
Plan for Hourly Employees (10)
10.14B Second Amendment dated November 19, 1996 to the
Kewaunee Scientific Corporation 1985 Re-Established
Retirement Plan for
Hourly Employees (10)
13
Page Number
(or Reference)
--------------
10.19 Kewaunee Scientific Corporation 1991
Key Employee Stock Option Plan (5)
10.19A First Amendment dated August 28, 1996 to the
Kewaunee Scientific Corporation
Key Employee Stock Option Plan (9)
10.19B Second Amendment dated August 26, 1998 to the
Kewaunee Scientific Corporation
Key Employee Stock Option Plan (12)
10.21 Kewaunee Scientific Corporation
Executive Deferred Compensation Plan (6)
10.21A Second Amendment dated June 17, 1997 to the
Kewaunee Scientific Corporation Executive
Deferred Compensation Plan (11)
10.21B Third Amendment dated June 17, 1997 to the
Kewaunee Scientific Corporation Executive
Deferred Compensation Plan (11)
10.21C Fourth Amendment dated December 1, 1998 to the
Kewaunee Scientific Corporation Executive
Deferred Compensation Plan (12)
10.21D Fifth Amendment dated December 5, 2001 to the
Kewaunee Scientific Corporation Executive
Deferred Compensation Plan (1)
10.26 Kewaunee Scientific Corporation
Stock Option Plan for Directors (7)
10.34 401(K) Incentive Savings Plan
for Salaried and Hourly Employees of
Kewaunee Scientific Corporation (8)
10.34A Amendments (2) dated June 17, 1997 to the 401(K)
Incentive Savings plan for Salaried and Hourly
Employees of Kewaunee Scientific Corporation (11)
14
Page Number
(or Reference)
--------------
10.38 Change of Control agreement dated as of November 12, 1999
between William A. Shumaker and the Registrant. (13)
10.38A Change of Control agreement extension dated as of June 27, 2002
between William A. Shumaker and the Registrant. (1)
10.39 Change of Control agreement dated as of November 12, 1999
between D. Michael Parker and the Registrant. (13)
10.39A Change of Control agreement extension dated as of June 25, 2002
between D. Michael Parker and the Registrant. (1)
10.40 Change of Control agreement dated as of November 12, 1999
between James J. Rossi and the Registrant. (13)
10.40A Change of Control agreement extension dated as of June 25, 2002
between James J. Rossi and the Registrant. (1)
10.41 Change of Control agreement dated as of January 20, 2000
between Kurt P. Rindoks and the Registrant. (13)
10.41A Change of Control agreement extension dated as of June 25, 2002
between Kurt P. Rindoks and the Registrant. (1)
10.42 Kewaunee Scientific Corporation
Pension Equalization Plan (14)
10.42A First Amendment dated May 27, 1999 to the
Kewaunee Scientific Corporation
Pension Equalization Plan (14)
10.43 Letter Agreement dated as of July 18, 1997
between Roger L. Eggena and the Registrant (16)
10.44 Letter Agreement dated as of November 10, 1997
between Kenneth E. Sparks and the Registrant (16)
10.45 Kewaunee Scientific Corporation 2000 Key Employee
Stock Option Plan (15)
10.46 Fiscal Year 2003 Incentive Bonus Plan (1)
13 Annual Reports to Stockholders for the fiscal year ended April
30, 2002 (Such Report, except to the extent incorporated
herein by reference, is being furnished for the information of
the Securities and Exchange Commission only and is not deemed
filed as a part of this annual report on Form 10-K) (1)
23 Consent of PricewaterhouseCoopers LLP (1)
(All other exhibits are either inapplicable or not required.)
15
Footnotes
(1) Filed with this Form 10-K with the Securities and Exchange Commission.
(2) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1987,
and incorporated herein by reference.
(3) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1985,
and incorporated herein by reference.
(4) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1985,
and incorporated herein by reference.
(5) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy
Statement dated July 26, 1991, and incorporated herein by reference.
(6) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1992,
and incorporated herein by reference.
(7) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy
Statement dated July 23, 1993, and incorporated herein by reference.
(8) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1996,
and incorporated herein by reference.
(9) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy
Statement dated July 31, 1996, and incorporated herein by reference.
(10) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1997,
and incorporated herein by reference.
(11) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1998,
and incorporated herein by reference.
(12) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 1999,
and incorporated herein by reference.
(13) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly
Report to the Securities and Exchange Commission on Form 10-Q
(Commission File No. 0-5286) for the quarterly period ended January 31,
2000, and incorporated herein by reference.
(14) Filed as an exhibit to the Kewaunee Scientific Corporation Annual
Report to the Securities and Exchange Commission on Form 10-K
(Commission File No. 0-5286) for the fiscal year ended April 30, 2000,
and incorporated herein by reference.
(15) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy
Statement dated July 20, 2000 and incorporated herein by reference.
16
(16) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report
to the Securities and Exchange Commission on Form 10-K (Commission File
No. 0-5286) for the fiscal year ended April 30, 2001, and incorporated
herein by reference.
17