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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 3, 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 0-14275
EDAC Technologies Corporation
-----------------------------
(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
------------------------------
(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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].
As of June 27, 2003, 4,415,803 shares of Common Stock were outstanding, and
the aggregate market value of the Common Stock (based upon the $0.78 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 $2,449,637.
As of March 2, 2004, there were 4,444,438 shares of Common Stock
outstanding.
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 January 3, 2004 Part I and Part II
Proxy Statement relating to
2004 Annual Meeting of Shareholders Part III
All statements other than historical statements contained in this Annual 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 agreements, 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 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.
PART I
ITEM 1. BUSINESS.
General
The accompanying consolidated financial statements include EDAC
Technologies Corporation ("We", "EDAC" or the "Company") and its wholly-owned
subsidiaries, Gros-Ite Industries, Inc. and Apex Machine Tool Company, Inc. We
provide complete design, manufacture and service meeting the precision
requirements of some of the most exacting customers in the world for tooling,
fixtures, molds, jet engine components and machine spindles.
As a result of the restructuring commencing in the fourth quarter of 2002 and
ending in the first quarter of 2003, the Company operated during 2003 as one
segment.
Products
We currently offer design and manufacturing services for a wide range
of industries in areas such as special tooling, equipment and gauges, and
components used in the manufacture, assembly and inspection of jet engines. We
also specialize in the design and repair of precision spindles. Spindles are an
integral part of numerous machine tools which are found in virtually any type of
manufacturing environment. We have introduced new Spindle proprietary products
for the woodworking and automotive markets, and in July 2003, we entered into an
exclusive worldwide licensing agreement to develop, design, manufacture and
market a patented hydrostatic spindle product line.
We maintain manufacturing facilities with computerized, numerically
controlled machining centers, and grinding, welding, painting and assembly
capabilities. Products manufactured by us include precision rings, and other
components for jet engines, industrial spindles and specialized machinery
designed by us or others and other assemblies requiring close tolerances.
Patents and Trademarks
We currently hold no patents or registered trademarks, tradenames or
similar intellectual property. We believe that the nature of our business
presently does not require the development of patentable products or registered
tradenames or trademarks.
Marketing and Competition
The Company developed its high skill level by serving the aerospace
industry for over 50 years. For the fiscal year ended January 3, 2004,
approximately 45% of our sales were an aerospace company and approximately 12%
of our sales were to a consumer products company. We provide a range of
components, tooling, fixtures and design services for the aerospace company. In
addition, we have expanded our commitment to serving the manufacturing needs of
a broad base of industrial customers. The loss of the aerospace customer, or a
significant
decrease in the amount of business we do with this customer, would have a
material adverse effect on our business.
The competition for design, manufacturing and service in precision
machining and machine tools consists of independent firms, many of which are
smaller than us. This allows us to bring a broader spectrum of support to our
customers who are consistently looking for ways to consolidate their vendor
base. We also compete against the in-house manufacturing and service capability
of our larger customers. We believe that the trend by large manufacturers to
outsource activities that are outside their core competency is an opportunity
for us.
The market for our products and precision machining capabilities
continues to change with the development of more sophisticated use of
business-to-business tools on the internet. We are actively involved in securing
new business leads on the internet and have participated in internet auctions
and research for quoting opportunities.
We believe that we have a distinct competitive advantage through our
ability to provide high quality, high precision, quick turnaround support to
customers from design to delivery. Our experience and reputation in the
demanding aerospace business provides an extra level of expertise in meeting our
customers' requirements. We believe our commitment to continuous improvement and
the latest technology will generate productivity improvements required to
respond to the increasing price pressure in the competitive marketplace.
Backlog
Our backlog as of January 3, 2004, was approximately $18,000,000
compared to $18,500,000 as of December 28, 2002. The decrease is primarily due
to the sales backlog decrease in the Engineered Precision Components group.
Backlog consists of accepted purchase orders that are cancelable by the customer
without penalty, except for payment of costs incurred, and may involve delivery
times that extend over periods as long as three years. We presently expect to
complete approximately $10,000,000 of our January 3, 2004 backlog during the
2004 fiscal year.
We maintain a website with the address www.edactechnologies.com. We are
not including the information contained on our website as part of, or
incorporating it by reference into, this Annual Report on Form 10-K.
Employees
As of February 12, 2004, we had approximately 200 employees.
ITEM 2. PROPERTIES.
The following table describes the location and general character of our
principal plants and other materially important physical properties. The
properties at 1790 and 1798 New Britain Avenue were
renovated in 1997 to improve production, increase capacity and improve the
appearance of both the interior and exterior. The building at 1806 New Britain
Avenue was constructed in 1995 for our Large Machining operation.
Square Owned or Principal
Address Feet Leased Activity
------- ---- ------ ---------
1790 New Britain Ave. 47,000 Owned Manufacturing
Farmington, CT. 06032 (1) Design engineering
services
1798 New Britain Ave. 20,800 Owned Design and manufac-
Farmington, CT. 06032 (1) ture of spindles
1806 New Britain Ave. 19,200 Owned Manufacturing
Farmington, CT. 06032 (1) Corporate offices
21 Spring Lane 44,000 Owned Manufacturing
Farmington, CT 06032 (1) Warehouse
Held for lease
1838 New Britain Ave. 3,000 Leased Warehouse
Farmington, CT. 06032 (2)
(1) Property subject to mortgage securing certain corporate indebtedness.
(2) Property vacated upon expiration of lease in July 2003.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended January 3, 2004.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information in response to this item is incorporated herein by
reference to "Market Information" on page 3 of our 2003 Annual Report to
Shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
Information in response to this item is incorporated herein by
reference to "Selected Financial Information" on page 4 of our 2003 Annual
Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Information in response to this item is incorporated herein by
reference to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 5 through 14 of our 2003 Annual Report to
Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
We do not invest in derivative financial instruments, other financial
instruments or derivative commodity instruments. Information in response to this
item is incorporated herein by reference to "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 5 through 14
of our 2003 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information in response to this item is incorporated herein by
reference to pages 15 through 37 of our 2003 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Information in response to this item was previously reported by the
Company in Current Reports on Form 8-K filed by the Company on August 5, 2003
and on May 21, 2002.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure controls and procedures.
The Chief Executive Officer and Chief Financial Officer of the Company
evaluated the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c)) as of January 3, 2004 and, based on
this evaluation, concluded that the Company's disclosure controls and procedures
are functioning in an effective manner to ensure that the information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms.
There has been no change in the Company's internal control over
financial reporting during the Company's fiscal year ended January 3, 2004 that
has materially affected, or is reasonably likely to materially affect, the
Corporation's internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information in response to this item is incorporated herein by
reference to "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in our definitive Proxy Statement for our 2004 Annual
Meeting of Shareholders ("EDAC's 2004 Proxy Statement"), which will be filed
within 120 days after the end of our fiscal year ended January 3, 2004.
We have adopted a written code of ethics that applies to all of our
employees, including but not limited to, our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. A copy of our code of ethics is filed as
an exhibit to this Annual Report on Form 10-K and is also available without
charge by writing to: Glenn L. Purple, Secretary, EDAC Technologies Corporation,
1806 New Britain Avenue, Farmington, Connecticut 06032.
ITEM 11. EXECUTIVE COMPENSATION.
Information in response to this item is incorporated herein by
reference to "Election of Directors" in our 2004 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS.
Information in response to this item is incorporated herein by
reference to "Security Ownership" in our 2004 Proxy Statement.
The following table sets forth certain information regarding our equity
compensation plans as of January 3, 2004.
EQUITY COMPENSATION PLAN INFORMATION
Number of
securities
remaining
available for
Number of future issuance
securities to Weighted- under equity
be issued upon average compensation
exercise of exercise price plans
outstanding of outstanding (excluding
options, options, securities
warrants and warrants and reflected in
rights rights column (a))
Plan category (a) (b) (c)
- ------------- -------------- -------------- ---------------
Equity
compensation
plans
approved by
security
holders -- -- --
Equity
compensation
plans not
approved by
security
holders (1) 540,600(2) $ 1.36 739,500(3)
Total 540,600 $ 1.36 739,500
(1) Consists of the following equity compensation plans: the 1996 Stock
Option Plan (the "1996 Plan"), the 1998 Stock Option Plan (the "1998
Plan"), the 2000 Employee Stock Option Plan (the "2000 Plan") and the
2000-B Employee Stock Option Plan (the "2000-B Plan") collectively (the
"Plans"). Each of the Plans provides for the grant of stock options to
any director, officer or employee of the Company or any of its
subsidiaries. The 2000 Plan also provides for the grant of stock
options to consultants of the Company and its subsidiaries. Each of the
Plans is administered by the Compensation Committee of the Company's
Board of Directors. Options are generally granted for a term of ten
years. The exercise price of options granted under each of the Plans
must not be less than the fair market value of the Company's common
stock on the date of grant. The 1996 Plan, the 1998 Plan, the 2000 Plan
and the 2000-B Plan each provide for the issuance of up to 329,500,
330,000, 300,000 and 500,000 shares of common stock, respectively, upon
the exercise of options granted under such plans.
(2) Consists of outstanding options to purchase 82,000 shares under the
1996 Plan, 61,600 shares under the 1998 Plan, 171,000 shares under the
2000 Plan and 226,000 shares under the 2000-B Plan.
(3) Includes 236,500 shares issuable under the 1996 Plan, 148,400 shares
issuable
under the 1998 Plan, 109,000 shares issuable under the 2000
Plan and 245,600 shares issuable under the 2000-B Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no related party transactions to report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information in response to this item is incorporated herein by
reference to "Fees of Independent Auditors" in EDAC's 2004 Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of this report:
1. Financial Statements.
The financial statements required to be filed by Item
8 hereof have been incorporated by reference to our
2003 Annual Report to Shareholders and consist of the
following:
Independent Auditors' Reports
Report of Independent Public Accountants
Consolidated Balance Sheets -- As of January 3,
2004 and December 28, 2002.
Consolidated Statements of Operations -- Fiscal
Years Ended January 3, 2004, December 28, 2002
and December 29, 2001.
Consolidated Statements of Changes in
Shareholders' Equity (Deficit) and Comprehensive
Income (Loss)-Fiscal Years Ended January 3, 2004,
December 28, 2002 and December 29, 2001.
Consolidated Statements of Cash Flows-Fiscal
Years Ended January 3, 2004, December 28, 2002
and December 29, 2001.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedule.
The following financial statement schedule of EDAC is
required to be filed by Item 8 hereof and paragraph
(d) below:
Independent Auditors' Reports on Schedule
Report of Independent Public Accountants on
Schedule
Schedule II: Valuation and qualifying accounts
All other schedules for which provisions are 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.
3. Exhibits
(b) Reports on Form 8-K
On November 4, 2003, the Company filed a report on Form 8-K to
report under Items 7 and 12, the Company's financial results
for its third quarter of 2003.
(c) Exhibits
See Exhibit Index included as the last part of this report on
Form 10-k, which Index is incorporated herein by this
reference.
(d) Financial Statements Schedules
Refer to Item 15(a) above for listing of financial statement
schedules.
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
To the Shareholders and Board of Directors of
EDAC Technologies Corporation
We have audited the consolidated financial statements of EDAC Technologies
Corporation and subsidiaries (the "Company") as of January 3, 2004, and for the
year then ended, and have issued our report thereon dated March 5, 2004 (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to revisions to the Company's consolidated financial statements for the
year ended December 29, 2001 due to adoption of Statement of Financial
Accounting Standards No. 145), such consolidated financial statements and report
are included in the Company's annual report to shareholders for the fiscal year
ended January 3, 2004 and are incorporated herein by reference. Our audit also
included the financial statement schedule of the Company for the fiscal year
ended January 3, 2004, listed in item 15. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audit. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements as of and for the year ended January 3, 2004, taken as a whole,
presents fairly, in all material respects, the information set forth therein.
The financial statement schedule for the year ended December 29, 2001 was
audited by other auditors who have ceased operations. Those auditors expressed
an opinion, in their report dated February 8, 2002, that such 2001 financial
statement schedule, when considered in relation to the 2001 basic consolidated
financial statements taken as a whole, presented fairly, in all material
respects, the information set forth therein.
/s/ Carlin, Charron & Rosen, LLP
Glastonbury, Connecticut
March 5, 2004
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
To the Shareholders of
EDAC Technologies Corporation
Farmington, Connecticut
We have audited the consolidated financial statements of EDAC Technologies
Corporation and subsidiaries as of December 28, 2002, and for the year then
ended, and have issued our report thereon dated February 7, 2003 (except with
respect to the matters discussed in the third and fourth paragraphs of Note D as
to which the date is April 10, 2003, which report expresses an unqualified
opinion and includes explanatory paragraphs relating to (i) the adoption of
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" and (ii) the transitional disclosures for 2001 related to the
adoption of SFAS No. 142); such consolidated financial statements and report are
included in your 2003 annual report to shareholders and are incorporated herein
by reference. Our audit also included the 2002 financial statement schedule of
EDAC Technologies Corporation. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audit. In our opinion, the 2002 financial statement
schedule, when considered in relation to the 2002 basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein. The financial statement schedule for the year
ended December 29, 2001 was audited by their auditors who have ceased
operations. Those auditors expressed an opinion, in their report dated February
8, 2002, that such 2001 financial statement schedule, when considered in
relation to the 2001 basic consolidated financial statements taken as a whole,
presented fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Hartford, Connecticut
February 7, 2003 (except with respect to the matters discussed in the third and
fourth paragraphs of Note D as to which the date is April 10, 2003)
COPY
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To the Shareholders and Board of Directors of
Edac Technologies Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Edac
Technologies Corporation's annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated February
8, 2002 (except with respect to the matters discussed in Notes A and K, as to
which the date is April 11, 2002). Our audit was made for the purpose of forming
an opinion on those statements taken as a whole. The schedule presented on
Schedule II of this Form 10-K is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Hartford, Connecticut
February 8, 2002 (except with respect to the matters discussed in Notes A and K,
as to which the date is April 11, 2002)
READERS OF THIS SCHEDULE SHOULD BE AWARE THAT THIS REPORT IS A COPY OF A
PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT AND THAT THIS REPORT HAS NOT BEEN
REISSUED OR UPDATED SINCE FEBRUARY 8, 2002 AND ARTHUR ANDERSEN LLP COMPLETED ITS
LAST POST-AUDIT REVIEW OF DECEMBER 29, 2001 CONSOLIDATED FINANCIAL INFORMATION
ON APRIL 11, 2002. ARTHUR ANDERSEN LLP HAS CEASED OPERATIONS AND HAS NOT
CONSENTED TO THE INCORPORATION BY REFERENCE OF THIS REPORT INTO THE COMPANY'S
FORM 10-K.
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
EDAC TECHNOLOGIES CORPORATION AND SUBSIDIARIES
COL. A COL. B COL. C COL. D COL. E
ADDITIONS
Balance at Beginning Charged to Costs Charged to Other Deductions Balance at End
DESCRIPTION of Year and Expenses Accounts-Describe Describe of Year
- ---------------------------------- -------------------- ---------------- ----------------- ---------- --------------
YEAR ENDED JANUARY 3, 2004:
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts $ 272,815 $ 0 $ 0 (1) $ 38,628 $ 234,187
Allowance for excess and obsolete
inventory 766,394 0 0 (2) 66,705 699,689
YEAR ENDED DECEMBER 28, 2002:
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts 332,000 73,780 0 (1) 132,965 272,815
Allowance for excess and obsolete
inventory 1,034,182 423,212 0 (2) 691,000 766,394
YEAR ENDED DECEMBER 29, 2001:
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts 200,000 132,000 0 0 332,000
Allowance for excess and obsolete
inventory 1,055,000 0 0 (2) 20,818 1,034,182
(1) Represents write-off of specific accounts receivable.
(2) Represents disposition of inventory reserved against.
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.
EDAC TECHNOLOGIES CORPORATION
BY /s/ Dominick A. Pagano
-----------------------------------------
Dominick A. Pagano
President and Chief
Executive Officer
Date: March 9, 2004
Each person whose signature appears below hereby appoints Dominick A. Pagano and
Glenn L. Purple, and each of them individually, his true and lawful
attorney-in-fact, with power to act with or without the other and with full
power of substitution and resubstitution, in any and all capacities, to sign any
and all amendments to the Form 10-K and file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
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/ Dominick A. Pagano President, Chief Executive March 9, 2004
- ------------------------------- Officer and Director
Dominick A. Pagano (Principal Executive Officer)
/s/ Glenn L. Purple Chief Financial Officer, Vice March 9, 2004
- ------------------------------- President-Finance and Secretary
Glenn L. Purple (Principal Financial and Accounting
Officer)
/s/ William B. Bayne, Jr. Director March 9, 2004
- -------------------------------
William B. Bayne, Jr.
/s/ John Moses Director March 9, 2004
- -------------------------------
John Moses
/s/ Stephen J. Raffay Director March 9, 2004
- -------------------------------
Stephen J. Raffay
/s/ Ross C. Towne Director March 9, 2004
- -------------------------------
Ross C. Towne
/s/ Daniel C. Tracy Director, Chairman of the Board March 9, 2004
- -------------------------------
Daniel C. Tracy
EXHIBIT INDEX
Exhibit Sequential
Number Page Number
- ------ -----------
3.1 EDAC's Amended and Restated Articles of Incorporation (1)
3.2 EDAC's Amended and Restated By-Laws (10)
4.1 EDAC's Amended and Restated Articles of incorporation (1)
4.2 Sections of EDAC's By-Laws (10)
10.1 Gros-Ite division Pension Plan (1)
10.2 EDAC Technologies Corporation 1996 Stock Option Plan (2)
10.3 Asset Purchase Agreement dated as of May 13, 1998 by and among EDAC, (3)
Apex Acquisition Corp., Apex Machine Tool Company, Inc., Gerald S.
Biondi, James G. Biondi and Michael Biondi.
10.4 Purchase Agreement dated as of May 13, 1998 by and between EDAC, Gerald (3)
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.
10.5 Guaranty Agreement dated as of June 30, 1998 by and among EDAC, as (3)
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.
10.6 Promissory note payable by Apex Acquisition Corporation (3) to Gerald (3)
S. Biondi, James G. Biondi and Michael Biondi under the real estate
purchase agreement.
10.7 Purchase agreement dated as of May 13, 1998 by and between EDAC, Gerald (3)
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.
10.8 Agreement Regarding Purchase Price Adjustments dated September 24, 1998 (4)
by and between EDAC, Apex Machine Tool Company, Inc., Biondi Tool
Company, Inc., Gerald
S. Biondi, James G. Biondi and Michael Biondi.
10.9 EDAC Technologies Corporation 1998 Stock Option Plan (5)
10.10 Termination and Release Agreement, dated October 22, 1999, between EDAC (6)
and Edward J. McNerney
10.11 Loan and Security Agreement dated September 29, 2000 among General (7)
Electric Capital Corp., EDAC and Apex Machine Tool Company Inc. as
borrowers
10.12 Leading Borrower's and Second Borrower's Revolving Credit Notes dated (7)
as of September 29, 2000 by and between General Electric Capital
Corporation and EDAC
10.13 Term Note A-1 dated September 29, 2000 by and between General Electric (7)
Capital Corporation and EDAC Technologies Corporation
10.14 Term Note A-2 dated September 29, 2000 by and between General Electric (7)
Capital Corporation and Apex Machine Tool Company, Inc.
10.15 Pledge Agreement dated September 29, 2000 by and between General (7)
Electric Capital Corporation and EDAC
10.16A Amended and Restated Term Note dated September 29, 2000 by and between (7)
Fleet National Bank and EDAC
10.16B Security Agreement dated September 29, 2000 by and between Fleet (7)
National Bank and EDAC
10.16C Mortgage Modification Agreement dated September 29, 2000 by and between (7)
Fleet National Bank and EDAC
10.17 Intercreditor and Subordination Agreement dated September 29, 2000 by (7)
and between Fleet National Bank, General Electric Capital Corp. and
EDAC
10.18 EDAC Technologies Corporation 2000 Stock Option Plan (8)
10.19 EDAC Technologies Corporation 2000-B Stock Option Plan (8)
10.20 Second Amendment of Note dated December 28, 2000 by and among Apex (8)
Acquisition Corp. and Gerald S.
Biondi, James G. Biondi and Michael Biondi.
10.21 Loan Agreement dated February 5, 2001 by and between Farmington Savings (9)
Bank and EDAC.
10.22 Commercial Mortgage Note dated February 5, 2001 by and between (9)
Farmington Savings Bank and EDAC.
10.23 Open-End Mortgage Deed and Security Agreement dated February 5, 2001 by (9)
and between Farmington Savings Bank and EDAC.
10.24 Environmental Indemnification Agreement dated February 5, 2001 by and (9)
between Farmington Savings Bank and EDAC.
10.25 Letter dated May 14, 2002 regarding the Change of Control Agreement (11)
dated January 29, 1999 between EDAC and Ronald G. Popolizio.
10.36 Letter dated May 14, 2002 regarding the Change of Control Agreement (11)
dated December 1, 2000 between EDAC and Richard A. Dandurand.
10.27 Form of Agreements regarding Indemnification between EDAC and each of (11)
its directors and executive officers.
10.28 Consulting Agreement dated July 18, 2002 between EDAC and Dominick A. (12)
Pagano.
10.29 Separation Agreement and General Release dated July 29, 2002 between (12)
EDAC and Richard A. Dandurand.
10.30 Employment Agreement dated August 13, 2002 between EDAC and Dominick A. (12)
Pagano.
10.31 * Forbearance Agreement dated November 26, 2002 by and between EDAC and (13)
General Electric Capital Corp.
10.32 Separation Agreement and General Release dated July 29, 2002 between (13)
EDAC and Ronald G. Popolizio
10.33 Amended and Restated Employment contract dated February 13, 2003 (14)
between EDAC and Dominick Pagano.
10.34 Modification Agreement by and among EDAC, Apex Machine Tool Company, (15)
Inc. ("Apex"), Gros-Ite Industries, Inc. ("Gros-Ite") and Fleet
National Bank dated April 1, 2003
10.35 Amended and Restated Note A of EDAC in favor of Fleet National Bank (15)
dated April 1, 2003
10.36 Amended and Restated Note B of EDAC in favor of Fleet National Bank (15)
dated April 1, 2003
10.37 Waiver, Consent and Amendment No. 2 to Loan and Security Agreement by (15)
and among EDAC, Apex and General Electric Capital Corporation dated
April 1, 2003
10.38 Amended and Restated Intercreditor and Subordination Agreement by and (15)
among EDAC, Apex, Gros-Ite, Fleet National Bank, Corsair Special
Situations Fund, L.P. and General Electric Capital Corporation dated
April 1, 2003
10.39 Amendment No. 3 to Loan and Security Agreement by and between EDAC and (15)
General Electric Capital Corporation dated June 25, 2003
10.40** Note and Mortgage Modification Agreement by and between EDAC and
Farmington Savings Bank dated October 15, 2003
10.41** Consent and Amendment No. 4 to Loan and Security Agreement by and
between EDAC and General Electric Capital Corporation dated January 15,
2004
10.42** Amended and Restated Employment contract dated February 13, 2004
between EDAC and Dominick Pagano.
11 Earnings per share information has been incorporated by reference to
EDAC's 2003 Annual Report to Shareholders
13** EDAC's 2003 Annual Report to Shareholders
14** EDAC Technologies Corporation Code of Ethics
21** Subsidiaries
23.1** Consent of Carlin, Charron & Rosen, LLP
23.2** Consent of Deloitte & Touche LLP
23.3** Notice of Inability to Obtain Consent of Arthur Andersen LLP
31.1** Certification of Chief Executive Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2** Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1** Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(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, 1996.
(3) Exhibit incorporated by reference to the Company's Current Report on Form
8-K dated June 30, 1998.
(4) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended October 3, 1998.
(5) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended January 2, 1999.
(6) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended October 2, 1999.
(7) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000.
(8) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 30, 2000.
(9) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2001.
(10) Exhibit incorporated by reference to the Company's Current Report on Form
8-k dated February 19, 2002.
(11) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-q dated June 30, 2002.
(12) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-q dated September 28, 2002.
(13) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 28, 2002.
(14) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-q dated March 29, 2003.
(15) Exhibit incorporated by reference to the Company's Quarterly Report on Form
10-q dated June 28, 2003
* Confidential treatment requested as to certain portions.
** Filed herewith