UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

METHODE ELECTRONICS, INC.

(Registrant’s telephone number, including area code)         (708) 867-6777

     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.

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

     At September 3, 2004, Registrant had 35,815,254 shares of common stock outstanding.

METHODE ELECTRONICS, INC.
FORM 10-Q
July 31, 2004

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

July 31, 2004

1. BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2004 are not necessarily indicative of the results that may be expected for the year ending April 30, 2005. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2004.

     Certain prior year amounts have been reclassified to conform to the current year presentation.

     Comprehensive income consists of net income and foreign currency translation adjustments and totaled $5,259 and $4,567 for the first quarters of fiscal 2005 and 2004, respectively.

2. RESTRUCTURING AND IMPAIRMENT OF ASSETS

Fiscal 2004 Restructuring

     In the third quarter of fiscal 2004, due in part to price erosion and lost sales to lower cost Eastern European and Asian suppliers, the Company adopted a restructuring plan to discontinue copper cable assembly operations at its Ireland facility and dispose of or close its United Kingdom optical cable assembly operation. In the fourth quarter of fiscal 2004, the Company closed its United Kingdom optical cable assembly operation, transferring some production to its Czech Republic fiber optic facility and executing an agreement to sell the balance to local management for cash of $272. The sale closed in June 2004.

Fiscal 2002 Restructuring

     In the fourth quarter of fiscal 2002, in response to the weak economic conditions in the telecommunications and computer sectors, the Company adopted a restructuring plan in an effort to better align the Company’s operations with industry conditions. The restructuring included integrating the operations of Duel Systems, Inc. and Adam Technologies, Inc. into the Company’s domestic and foreign interconnect products group and closing the California and New Jersey manufacturing and distribution operations.

     Accrued expenses, primarily severance pay and lease obligations that run through September 2011, related to restructurings included in other current liabilities in the Condensed Consolidated Balance Sheets were:

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – Continued
(Dollar amounts in thousands, except per share data)

3. GOODWILL AND INTANGIBLE ASSETS

     In connection with the acquisition of Automotive Safety Technologies, Inc. (AST), additional contingent cash consideration is due based on a percentage of AST’s annual sales. The increase in goodwill from April 30, 2004 to July 31, 2004 represents the accrual of the earned portion of the contingent payment that will be due in the first quarter of fiscal 2006. Additional goodwill of up to $6,501 may result from future contingent payments for this acquisition.

     The following tables present details of the Company’s intangible assets:

     The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:

4. INCOME TAXES

     The effective income tax rate in the first quarter was 31.0% in fiscal 2005 and 31.5% in fiscal 2004. The effective rates for both fiscal 2005 and 2004 reflect the effect of lower tax rates on income of the Company’s foreign subsidiaries.

5. COMMON STOCK AND EARNINGS PER SHARE

     The following table sets forth the changes in the number of issued shares of common stock during the periods presented:

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – Continued
(Dollar amounts in thousands, except per share data)

5. COMMON STOCK AND EARNINGS PER SHARE (Continued)

     The following table sets forth the computation of basic and diluted earnings per share:

     Options to purchase 595,434 shares of common stock at a weighted average option price of $13.13 per share were outstanding at July 31, 2004, but were not included in the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock and, therefore, the effect would be antidilutive.

     Effective April 30, 2003, the Company adopted the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” As it relates to stock options, the Company continues to apply the provisions of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees.” Under APB No. 25, no compensation cost related to stock options granted has been recognized in the Company’s Consolidated Statements of Income because the option terms are fixed and the exercise price equals the market price of the underlying stock on the grant date. In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” the fair value of option grants is estimated on the date of grant using the Black-Scholes option pricing model for pro forma footnote purposes.

     The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to all its stock-based compensation plans outstanding during the periods presented:

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – Continued
(Dollar amounts in thousands, except per share data)

6. SEGMENT INFORMATION

     Methode Electronics, Inc. is a global manufacturer of component and subsystem devices. The Company designs, manufactures and markets devices employing electrical, electronic, wireless, sensing and optical technologies. Methode’s components are found in the primary end markets of the automotive, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries; and the consumer and industrial equipment markets.

     The Company reports three business segments: Electronic, Optical and Other. The business units whose results are identified in the Electronic segment principally employ electronic processes to control and convey signals. The business units whose results are identified in the Optical segment principally employ light to control and convey signals. The Company’s business that manufactures bus systems as well as its independent laboratories, which provide services for qualification testing and certification of electronic and optical components, are included in the Other segment.

     The Company allocates resources to and evaluates performance of its technology segments based on operating income. Transfers between technology segments are recorded using internal transfer prices set by the Company.

     The table below presents information about the Company’s reportable segments:

7. RELATED PARTY TRANSACTIONS

     James W. McGinley and Robert R. McGinley were both members of the Company’s Board of Directors until their resignation in October 2003. James W. McGinley and Robert R. McGinley, together with their sister, Margaret J. McGinley, are special fiduciaries, co-trustees and beneficiaries of Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust (Marital Trusts). The Company entered into an agreement dated August 19, 2002, and amended December 26, 2002, with the Marital Trusts, Jane R. McGinley, Margaret J. McGinley, James W. McGinley, and Robert R.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – Continued
(Dollar amounts in thousands, except per share data)

7. RELATED PARTY TRANSACTIONS (Continued)

McGinley to commence a tender offer to purchase all of the outstanding Class B common stock at a price of $20 per share in cash by the terms and conditions provided for in the agreement.

     Under the agreement, the Marital Trusts, the Jane R. McGinley Trust, James W. McGinley, Margaret J. McGinley and Robert R. McGinley were obligated to tender all of their Class B common stock in the offer. This represented an aggregate of 931,759 shares of Class B common stock, or 85.7% of the then outstanding Class B common stock. The agreement provided that either the Company or the Marital Trusts could terminate the agreement if the tender offer was not completed on or prior to May 31, 2003 provided that the party purporting to terminate was not the cause of the failure to be completed by such time.

     On July 3, 2003, Dura Automotive Systems, Inc. (Dura) announced that it planned to commence a tender offer for all of the outstanding Class B common stock of the Company at a price of $23.00 per share in cash. The tender offer, which commenced on July 8, 2003, was subject to certain conditions, including a majority of the Company’s Class B common stock being tendered and not withdrawn and the holders of Class B common stock continuing to have the right to elect directors representing up to approximately 75 percent of the Company’s Board of Directors.

     On July 14, 2003, the Marital Trusts gave notice of termination of the Agreement dated August 19, 2002, as amended December 26, 2002.

     As of July 18, 2003, the Company entered into an agreement with the Marital Trusts, the Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley, and Robert R. McGinley (collectively the “McGinley Family”), pursuant to which the McGinley Family sold 750,000 shares of its Class B common stock to the Company for $22.75 per share and agreed to vote their remaining shares of Class B common stock in favor of a merger in which all then outstanding Class B common stock (including those held by the McGinley Family not previously sold to the Company) would receive $23.55 per share and the Class A common stock would be converted into new Methode common stock (the “Merger). The Merger was approved by the affirmative vote of a majority of the Company’s outstanding shares at a special shareholders meeting held on January 8, 2004. The Company recorded charges of $3,780 in fiscal 2004, primarily for legal, investment banking and other professional fees incurred in connection with the elimination of its dual-class common stock structure and the unsolicited tender offer for its Class B common stock.

     Marital Trust No. 2 also owns Horizon Farms, Inc., an Illinois corporation (“Horizon”), of which Messrs. James W. McGinley and Robert R. McGinley are officers and directors. In April 2001, the Company loaned $6,000 to Horizon. The note receivable was due on June 30, 2003, bore interest at a rate of 5.25% per annum and was secured by a mortgage lien on certain real property owned by Horizon pursuant to a Mortgage and Security Agreement. The note receivable and related accrued interest, which were collected in full on June 30, 2003, were included in other current assets on the Company’s consolidated balance sheet at April 30, 2003.

The Company was also party to a Split-Dollar Insurance Agreement dated August 9, 1996, with the William J. McGinley and Jane R. McGinley Irrevocable Trust (the “Irrevocable Trust”). James W. McGinley, and Robert R. McGinley, together with their sister, Margaret J. McGinley, and other McGinley family members are beneficiaries of the Irrevocable Trust. Pursuant to the Split-Dollar Insurance Agreement, the Company agreed to pay premiums on last survivor life insurance policies owned by the Irrevocable Trust on the lives of William J. and Jane R. McGinley. The Company had collateral assignments on the policies that entitled it to receive reimbursement at the greater of the cumulative premiums paid or the cash surrender value of the policies. A receivable of $1,198 related to these policies was included in other current assets in the consolidated financial statements at April 30, 2003 and payment was received in July and August of fiscal 2004.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – Continued
(Dollar amounts in thousands, except per share data)

8. PENDING LITIGATION

     Certain litigation arising in the normal course of business is pending against the Company. The Company is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, breach of contracts, product warranties, employment-related matters and environmental matters. Although the outcome of potential legal actions and claims cannot be determined, it is the opinion of the Company’s management, based on the information available at the time, that it has adequate reserves for these liabilities and that the ultimate resolution of these matters will not have a significant effect on the consolidated financial statements of the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

     Certain statements in this report are forward-looking statements that are subject to certain risks and uncertainties. Our business is highly dependent upon two large automotive customers and specific makes and models of automobiles. Therefore, our financial results will be subject to many of the same risks that apply to the automotive industry, such as general economic conditions, interest rates and consumer spending patterns. A significant portion of the balance of our business relates to the computer and telecommunication industries which are subject to many of the same risks facing the automotive industry as well as fast-moving technological change. Other factors which may result in materially different results for future periods include actual performance in our various markets; operating costs; currency exchange rates and devaluations; delays in development, production and marketing of new products; and other factors set forth from time to time in our reports filed with the Securities and Exchange Commission. Any of these factors could cause our actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this report are intended to be subject to the safe harbor protection provided under the securities laws.

Overview

     We are a global manufacturer of component and subsystem devices with manufacturing, design and testing facilities in the United States, Mexico, Malta, United Kingdom, Germany, Czech Republic, Singapore, and China. We design, manufacture and market devices employing electrical, electronic, wireless, sensing and optical technologies. Our business is managed on a technology product basis, with those technology segments being Electronic, Optical and Other. The business units whose results are identified in the Electronic segment principally employ electronic processes to control and convey signals. The business units whose results are identified in the Optical segment principally employ light to control and convey signals. The Other segment includes a manufacturer of current-carrying bus devices and independent laboratories that provide services for qualification testing and failure analysis.

     Our components are found in the primary end markets of the automotive, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries; and the consumer and industrial equipment markets. Recent trends in the industries that we serve include:

•		increasing pressure by automobile manufacturers on automotive suppliers to reduce selling prices;
•		growth of North American subsidiaries of foreign-based automobile manufacturers;
•		more automotive supplier funded design, engineering and tooling costs previously funded directly by the automobile manufacturers; and
•		continued customer migration to low-cost Eastern European and Asian suppliers.

     In response to pricing pressures, we continue to transition to lean manufacturing processes and invest in, and implement techniques such as flexible automated manufacturing cells to lower our costs in order to maintain or improve margins. We also have become more selective with regard to programs in which we participate in order to reduce our exposure to low profit programs. Our transition to lean manufacturing has helped us obtain our first contract to supply components to a North American plant of a major Japanese automobile manufacturer, expected to launch in fiscal 2006.

     In an effort to better compete with low-cost manufacturers and expand our business in the Asian marketplace, we are in the process of transferring production from our Singapore facility to our new Shanghai, China plant, which began limited manufacturing in July 2004. We expect to complete the transfer of all manufacturing to Shanghai by the end of the calendar year. Singapore will remain our Asia-Pacific headquarters and will also house sales, design engineering and finance operations.

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Results of Operations

     The following table sets forth certain income statement data as a percentage of net sales for the periods indicated:

     Net sales. First quarter consolidated net sales increased 9.1% to $85.0 million in fiscal 2005 from $78.0 million in fiscal 2004. Translation of foreign subsidiary net sales using a weaker US dollar in fiscal 2005 increased reported sales by $0.7 million in the first quarter of fiscal 2005, or 0.9%.

     Net sales of the Electronic segment, which represented 89.1% and 88.1% of consolidated net sales in fiscal 2005 and fiscal 2004, respectively, increased 10.3% to $75.8 million in fiscal 2005 from $68.7 million in fiscal 2004. Translation of foreign sales using a weaker US dollar increased Electronic segment sales by $0.6 million in fiscal 2005. Product sales to the automotive industry, which represented 85.4% and 84.9% of Electronic segment net sales in fiscal 2005 and fiscal 2004, respectively, increased by 11.0% in fiscal 2005. The increase is primarily due to strong sales growth of sensor pads for passenger occupancy detection systems by Automotive Safety Technologies (AST) as automakers ramp up to meet increasing Federal safety requirements, and increased automotive switch sales in Europe. Other sales to North American automotive customers declined less than 1.0% as the impact of price concessions given to automakers and lower vehicle build in the first quarter of fiscal 2005 were partially offset by increased service part orders. Year over year changes in foreign currency exchange rates had the effect of increasing reported sales to the automotive industry by 1.0% in the first quarter of fiscal 2005. Net sales for the balance of the Electronic segment increased 6.6% primarily due to a strong quarter by our dataMate business unit and the success of its new small form pluggable copper transceiver, which enables high-speed 1-Gigabit data transfers over existing copper infrastructure.

     First quarter net sales of the Optical segment represented 4.5% of consolidated net sales in fiscal 2005 and 4.9% of consolidated net sales in the first quarter of fiscal 2004. Optical segment net sales were flat at $3.8 million in the first quarter of fiscal 2005 and 2004. Lost sales due to the closing of our fiber optic operation in the United Kingdom at the end of the fourth quarter of fiscal 2004 were offset by modest sales gains by our remaining fiber optic businesses in the U.S. and Eastern Europe.

     Other segment net sales represented 6.4% of consolidated net sales in the first quarter of fiscal 2005 compared with 7.0% in the first quarter last year. First quarter net sales of the Other segment were $5.4 million in fiscal 2005 compared to $5.5 million in fiscal 2004. Net sales for both Network Bus and the test laboratories, the businesses that make up this segment, were flat year over year.

     Other income. Other income consisted primarily of engineering design fees, earnings from our automotive joint venture, and royalties. The increase in other income from $620 in the first quarter of fiscal 2004 to $655 in the first quarter of fiscal 2005 was primarily due to increased design fees earned.

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     Cost of products sold. Cost of products sold as a percentage of net sales was 79.7% in the first quarter of fiscal 2005 compared with 80.6% in the first quarter of fiscal 2004.

     Gross margins of the Electronic segment remained constant at 19.4% in the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004. AST, our European automotive operations and our dataMate business unit had strong margin gains during the first quarter of fiscal 2005 primarily due to sales gains experienced in the quarter. These margin improvements were offset by margins declines on sales to our traditional North American automotive customers primarily due to the price concessions that were not completely recovered by cost cutting programs.

     Gross margins of the Optical segment increased to 27.6% in the fiscal 2005 first quarter from 17.5% in the fiscal 2004 first quarter. The margin improvement was primarily the result of the closing of our United Kingdom fiber optic operation at the end of the fourth quarter of fiscal 2004.

     Gross margins of the Other segment increased to 26.2% in the first quarter of fiscal 2005 from 21.2% in the first quarter of fiscal 2004. The margin improvement was primarily due to a change in product mix at Network Bus with lower margin product reaching end of life, and a staff reduction at one of our test laboratories.

     Selling and administrative expenses. Selling and administrative expenses as a percentage of net sales were 13.4% in the first quarter of fiscal 2005 and 11.7% in fiscal 2004. In the first quarter of fiscal 2005, in lieu of stock options, the cost of which the Company has not previously recognized as compensation, the compensation committee of our board of directors granted restricted stock awards (RSAs). The compensation cost for the RSAs is amortized over the three-year vesting period with amortization beginning in the first quarter of fiscal 2005. Stock-based compensation expense, Sarbanes-Oxley initiatives, increased research and development efforts, and start-up costs for our new Shanghai, China operation were the main contributors to the increase in selling and administrative expenses in the first quarter of fiscal 2005. Also contributing to this increase was the conversion of our Ireland facility from manufacturing to a sales and distribution operation.

     Interest, net. Interest income, net of interest expense decreased 39.6% in the first quarter of fiscal 2005 compared with the first quarter of fiscal 2004. Interest income in the first quarter of fiscal 2004 included interest earned at a rate of 5.25% on a $6 million note receivable from a related party that matured on June 30, 2003 (see Note 7 to the Condensed Consolidated Financial Statements).

     Other, net. Other, net consists primarily of currency exchange gains and losses at the Company’s foreign subsidiaries. The functional currencies of these subsidiaries are the Maltese lira, Euro, Singapore dollar, British pound, Chinese yuan renminbi and Czech koruna. The foreign subsidiaries have transactions denominated in currencies other than their functional currencies, primarily sales in US dollars, creating exchange rate sensitivities. Modest currency exchange gains were experienced by the Company’s foreign subsidiaries in the first quarter of fiscal 2005 compared to more significant currency exchange losses experienced in the first quarter of fiscal 2004, primarily as a result of a weakening U.S. dollar.

     Income taxes. The effective income tax rate in the first quarter was 31.0% in fiscal 2005 and 31.5% in fiscal 2004. The effective rates for both fiscal 2005 and 2004 reflect the effect of lower tax rates on income from foreign operations.

Financial Condition, Liquidity and Capital Resources

     We have historically financed our cash requirements through cash flows from operations. Our future capital requirements will depend on a number of factors, including our future net sales and the timing and rate of expansion of our business. Cash on deposit in foreign accounts totaled $45.2 million at July 31, 2004. Income taxes would be payable if this cash were repatriated. We believe our current cash balances together with the cash flow we expect to generate from future domestic and foreign operations

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will be sufficient to support operations and capital requirements for the foreseeable future without the need for repatriation of foreign cash balances.

     We have an agreement with our primary bank for a committed $30 million revolving credit facility to provide ready financing for general corporate purposes, including acquisition opportunities that may become available. The bank credit agreement requires maintenance of certain financial ratios and a minimum net worth level. At July 31, 2004, the Company was in compliance with these covenants and there were no borrowings against this credit facility.

     Net cash provided by operations was $14.1 million and $18.0 million in the first quarter of fiscal 2005 and 2004, respectively. Cash provided by changes in operating assets and liabilities was less in fiscal 2005 primarily due to higher inventory levels needed to support higher production levels, and higher accounts receivable balances due to increased sales volume, mainly in Europe where payment terms are generally longer.

     Net cash used in investing activities during the first quarter was $9.0 million for fiscal 2005 compared to net cash provided of $0.9 million in fiscal 2004. Net cash provided by investing activities in fiscal 2004 included the collection of a $6.0 million note receivable from a related party (see Note 7 to the Condensed Consolidated Financial Statements). Purchases of plant and equipment were $5.8 million and $3.7 million in fiscal 2005 and 2004, respectively. The increase in plant and equipment expenditures in 2005 was primarily to support increased production at AST and our European automotive facilities. Cash used in investing activities included contingent payments related to the acquisition of AST of $2.7 million in fiscal 2005 and $1.2 million in fiscal 2004. An additional $7.3 million of contingent cash consideration for this acquisition will be due in annual installments based on a percentage of AST’s annual sales. We believe cash generated from operations will cover this contingent commitment.

     Net cash used in financing activities during the first quarter was $1.6 million in fiscal 2005 and $17.1 million in fiscal 2004. In the first quarter of fiscal 2004, we paid $17.1 million for the purchase of 750,000 shares of our Class B shares as an initial step in the elimination of our Class B common stock, which was completed in the third quarter of fiscal 2004 (see Note 7 to the Condensed Consolidated Financial Statements). We paid cash dividends of $1.8 million in the first quarter of both fiscal 2005 and 2004 and received proceeds from the exercise of stock options of $0.2 million in fiscal 2005 and $1.4 million in fiscal 2004.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Certain of our foreign subsidiaries enter into transactions in currencies other than their functional currency, primarily the U.S. dollar and the Euro. A 10% change in foreign currency exchange rates from balance sheet date levels could impact our income before income taxes by $1.2 million and $1.5 million at July 31, 2004 and April 30, 2004, respectively. We also have foreign currency exposure arising from the translation of our net equity investment in our foreign subsidiaries to U.S. dollars. We generally view as long-term our investments in foreign subsidiaries with functional currencies other than the U.S. dollar. The primary currencies to which we are exposed are the British pound, Chinese yuan renminbi, Czech koruna, Euro, Maltese lira, and Singapore dollar. A 10% change in foreign currency exchange rates from balance sheet date levels could impact our net foreign investments by $9.2 million and $9.3 million at July 31, 2004 and April 30, 2004, respectively.

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ITEM 4. CONTROLS AND PROCEDURES

     As of the end of the period covered by this quarterly report on Form 10-Q, we performed an evaluation under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). The Company’s disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s applicable rules and forms. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for their intended purposes.

     There have been no changes in our internal control over financial reporting during the quarter ended July 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a) Exhibits — See Index to Exhibits immediately following the signature page.

     b) Reports on Form 8-K

     On June 24, 2004, the Company filed a report on Form 8-K reporting that it had issued a press release to announce operating results for the fourth quarter and fiscal year ended April 30, 2004.

SIGNATURES

     Pursuant to the requirements 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.

Dated: September 8, 2004

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INDEX TO EXHIBITS

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