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 AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2002
Commission file number 0-5971
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
WOODHEAD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-1982580
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Three Parkway North, Suite 550, Deerfield, IL. 60015
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(Address of principal executive offices) (Zip Code)
(847) 236-9300
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Registrants Telephone Number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT
Common Stock, Par Value $1.00 NASDAQ
Preferred Stock Purchase Rights NASDAQ
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(Title of Class) (Exchange on which registered)
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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 13, 2002 was $120,684,901. The number of common
shares outstanding as of December 13, 2002 was 11,890,138
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2003 Annual Meeting of
Stockholders and portions of the 2002 Annual Report to Stockholders are
incorporated by reference in Parts I, II, III, and IV.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS 2
GENERAL 2
BUSINESS SEGMENTS 2
PRODUCTS 2
DISTRIBUTION 2
RAW MATERIALS 3
PATENTS AND INTELLECTUAL PROPERTY RIGHTS 3
CUSTOMERS 3
BACKLOG 3
COMPETITION 3
INTERNATIONAL OPERATIONS 3
RESEARCH & DEVELOPMENT 3
ENVIRONMENTAL MATTERS 3
EMPLOYEES 4
FORWARD-LOOKING STATEMENTS 4
ITEM 2. PROPERTIES 5
ITEM 3. LEGAL PROCEEDINGS 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6
PART II
ITEM 5. MARKET FOR THE COMPANY'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. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 7
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 9
ITEM 14. CONTROLS AND PROCEDURES 9
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 9
15 (a) (1) FINANCIAL STATEMENTS 9
15 (a) (2) FINANCIAL STATEMENT SCHEDULES 10
15 (a) (3) EXHIBITS 10
15 (b) REPORTS ON FORM 8-K 12
SIGNATURES 13
CERTIFICATE PURSUANT TO SECTION 302-PHILIPPE LEMAITRE 14
CERTIFICATE PURSUANT TO SECTION 302-ROBERT H. FISHER 15
PART I
ITEM 1. BUSINESS
GENERAL
Woodhead Industries, Inc. (the Company, which may be referred to as "we",
"us", or "our") is an integrated group of companies in two business segments
serving a diverse group of customers and industries worldwide. We develop,
manufacture, and market electronic and industrial communications products,
primarily serving the global automation and control market with connectivity
solutions and specialty electrical products.
Note that throughout this 2002 10-K report, we "incorporate by reference"
certain information in parts of other documents filed with the Securities and
Exchange Commission (SEC). The SEC allows us to disclose important information
by referring to it in that manner. Please refer to such information.
BUSINESS SEGMENTS
See Note 13: Segment Information and Geographic Data on pages 39 and 40 of our
2002 Annual Report. This discussion is incorporated by reference.
PRODUCTS
We develop, manufacture and market electronic and industrial communications
products, primarily serving the global automation and control markets with
connectivity solutions and specialty electrical products. Through our
Industrial Communications and Connectivity Segment (Connectivity Segment, or
Connectivity) we provide the industrial automation industry with a single,
worldwide source for industrial communications and connectivity solutions. Our
product lines, comprising six industry-leading brands, SST(TM), Brad
Harrison(R), mPm(TM), RJ-Lnxx(R), applicom(R), and NetAlert(TM) make us the
premier supplier of application-specific connectivity solutions.
Our Electrical Safety & Specialty Segment (Electrical Segment, or Electrical)
manufactures highly customized products to support enhanced safety and
productivity on the factory floor.
Our homepage on the Internet is at www.Woodhead.com. You can learn more about
us by visiting that site.
DISTRIBUTION
We sell our products to stocking distributors, original equipment
manufacturers (OEM) and system integrators. Our direct sales force, as well as
manufacturers' agencies, service our customers and promote our products to
end-customers.
RAW MATERIALS
Parts and materials for our products are readily available from a variety of
suppliers. It has been our practice to develop more than one source of supply
for critical items.
PATENTS AND INTELLECTUAL PROPERTY RIGHTS
We hold patents, trademarks and licensing agreements on certain of our
products. We believe these trademarks and patents are valuable but not
essential to the future growth of our businesses.
CUSTOMERS
We sell our products to a broad customer base. No single customer accounted
for ten percent or more of our sales revenue.
BACKLOG
The backlog of unfilled orders stood at $14.3 million, $13.8 million, and
$19.2 million at the end of 2002, 2001, and 2000, respectively. Connectivity
backlog decreased four percent when compared to 2001. This reduction was more
than offset by the increase in backlog in Electrical and was the result of a
large government order received in the third quarter of 2002 and only
partially shipped by the end of fiscal year 2002.
COMPETITION
Similar products of the type sold by us are also available from competitors.
We believe delivery time, as well as quality and customer service are
important to our success. Our ability to manufacture high-quality products,
that serve specialized needs, as well as our multiple channels of distribution
differentiate us from the competition.
INTERNATIONAL OPERATIONS
A significant portion of our business is from outside the United States. The
international operations are conducted through our subsidiaries who sell and
manufacture products from both of our business segments. Fluctuations in
foreign currency exchange rates can impact our results of operations and
financial condition. Since much of our international manufacturing costs and
operating expenses are also incurred in local currencies, the impact of
exchange rates on reported net income is partially mitigated. See Note 13:
Segment Information and Geographic Data on pages 39 and 40 of our 2002 Annual
Report. This discussion is incorporated by reference.
RESEARCH & DEVELOPMENT
See Note 12: Research and Development on page 39 of our 2002 Annual Report.
This discussion is incorporated by reference.
ENVIRONMENTAL MATTERS
Our operations are subject to international, federal, state and local
environmental laws and regulations. We are party to an environmental matter,
which obligates us to investigate, remediate, or mitigate the effects on the
environment of the release of certain substances at one of our manufacturing
facilities. It is possible that this matter could affect cash flows and
results of operations. For additional details on the environmental exposure,
see Note 16: Contingent Liabilities on page 44 our 2002 Annual Report. This
discussion is incorporated by reference.
EMPLOYEES
At the end of fiscal year 2002, we had 1,490 full-time employees.
FORWARD LOOKING STATEMENTS
The Securities and Exchange Commission encourages companies to disclose
forward-looking information, so that investors can better understand a
company's future prospects, and make informed investment decisions. This
annual report, and other written and oral statements that we make from time to
time, contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements set out anticipated
results based on management's plans and assumptions. We have tried, wherever
possible, to identify such statements by using words such as "anticipate",
"estimate", "expect", "plan", "believe", and words and terms of similar
substance, in connection with any discussion of future operating or financial
performance.
We cannot guarantee that any forward-looking statement will be realized,
although we believe we have been prudent in our plans and assumptions.
Achievement of future results is subject to risks, uncertainties, and
inaccurate assumptions.
In particular, such risks include statements relating to future actions,
prospective products, future performance or results of current or anticipated
products, sales efforts, expenses, the outcome of contingencies such as legal
proceedings, general economic and business conditions, and competition.
International-based revenues and substantial international assets result in
our exposure to currency exchange rate fluctuations. We continuously evaluate
the economic and operational impact of all foreign currency, including its
impact on competition, pricing, and foreign currency exchange risks. There is
no guarantee, however, that all problems have been foreseen, or that no
material disruption will occur in our business.
Growth in costs and expenses, changes in product mix, and the impact of
acquisitions, restructuring, divestitures and other unusual items, that could
result from evolving business strategies, could affect future results. Changes
in the U.S. tax code and the tax laws in other countries can affect our net
earnings. Claims have been brought against us and our subsidiaries for various
legal, environmental, and tax matters, and additional claims arise from time
to time. It is possible that our cash flows and results of operations could be
affected by the resolution of these matters.
Should known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could vary materially
from those anticipated, estimated or projected. Investors should bear this in
mind as they consider forward-looking statements.
This discussion of potential risks and uncertainties is by no means complete
but is designed to highlight important factors that may impact our outlook. We
undertake no obligation to publicly update forward-looking statements, whether
as a result of new information, future events, or otherwise.
ITEM 2. PROPERTIES
We own facilities in the following locations:
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Location Land owned Floor Area Business Segment
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Juarez, Mexico 16.5 acres 229,000 sq. ft. Connectivity and Electrical
Northbrook, Illinois 4.7 acres 125,000 sq. ft. Connectivity and Electrical
Kalamazoo, Michigan 39.1 acres 116,000 sq. ft. Electrical
Franklin, Massachusetts 6.6 acres 60,000 sq. ft. Connectivity
El Paso, Texas 5.0 acres 50,000 sq. ft. Connectivity and Electrical
Ebbw Vale, UK 4.5 acres 42,000 sq. ft. Connectivity
Belvidere, Illinois 3.5 acres 36,000 sq. ft. Electrical
Barneveld, Holland 1.3 acres 30,000 sq. ft. Electrical
Bretten, Germany 1.4 acres 27,000 sq. ft. Connectivity
Cusano Milano, Italy 0.1 acres 18,000 sq. ft. Connectivity
Caudebec-les-Elbeuf, France 0.2 acres 6,000 sq. ft. Connectivity
We own all of the above properties in fee, except the land in Ebbw Vale, UK,
which is held under a lease expiring in 2105, and the land in Bretten,
Germany, which is held under a lease expiring in 2046.
We lease the following properties for use in our operations. In addition to
rent, the leases require us to pay directly for taxes, insurance, maintenance
and other operating expenses or to pay higher rent when operating expenses
increase.
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Location Floor Area Business Segment
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Waterloo, Canada 60,000 sq. ft. Connectivity
Mississauga, Canada 20,000 sq. ft. Connectivity
Paderno, Italy 18,300 sq. ft. Connectivity
Deerfield, Illinois 11,600 sq. ft. Corporate Headquarters
Grand Rapids, Michigan 10,500 sq. ft. Electrical
Lagny-Sur-Marne, France 6,500 sq. ft. Connectivity
Genoa, Italy 3,300 sq. ft. Connectivity
Toh Tuck, Singapore 3,000 sq. ft. Connectivity
Caudebec-les-Elbeuf, France 2,000 sq. ft. Connectivity
Leinfelden, Germany 1,000 sq. ft. Connectivity
Yokohama, Japan 900 sq. ft. Connectivity
Shanghai, China 500 sq. ft. Connectivity
Nagoya, Japan 300 sq. ft. Connectivity
Our new 120,000 square foot plant in Juarez, Mexico was completed in 2002. Our
two Juarez plants are manufacturing resources for all our North American
subsidiaries. With the addition of this new facility, we believe there is
sufficient capacity available to cover our needs through at least fiscal year
2003.
ITEM 3. LEGAL PROCEEDINGS
See Note 16: Contingent Liabilities on page 44 our 2002 Annual Report. This
discussion is incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of fiscal year 2002, which ended on September 28,
2002, there were no matters submitted to a vote of security holders either
through solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
See Note 19: Summary of Quarterly Data on page 45 of our 2002 Annual Report.
This discussion is incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
Historical financial information is incorporated by reference to the
"FINANCIAL PROFILE" on page 24 of our 2002 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 25 through 28 of our 2002 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 2: Financial Instruments on pages 34 and 35 of our 2002 Annual
Report. This discussion is incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated by reference to the "Report
of Independent Public Accountants" on page 23, and to the consolidated
financial statements and notes to financial statements on pages 29 through 45
of our 2002 Annual Report.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Information required by this item is incorporated by reference to our current
report on Form 8-K, which we filed on May 8, 2002 confirming the dismissal of
Arthur Andersen LLP as our independent auditor and confirming the engagement
of Ernst & Young LLP as our independent auditor.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information about our Directors is incorporated by reference to the discussion
under Item 1, "Nominees and Continuing Directors" on pages 1 through 5 of our
Proxy Statement for the 2003 Annual Meeting of Stockholders. Our Executive
Officers are:
Name Age Position Position held since
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Philippe Lemaitre 53 President and Chief Executive Officer January 2001
Robert H. Fisher 54 Vice President of Finance, Chief Financial Officer December 2000
Robert A. Moulton 53 Vice President, Human Resources May 1987
Joseph P. Nogal 47 Vice President, Treasurer/Controller and Assistant January 1999
Secretary
Robert J. Tortorello 53 Vice President, General Counsel and Secretary January 1991
All officers are elected each year at the Annual Meeting of the Board of
Directors, which is held immediately following the Annual Meeting of
Stockholders. The next Annual Meeting of Stockholders will be held on January
24, 2003.
Information concerning Mr. Lemaitre is incorporated by reference to the
discussion under Item 1, "Nominees and Continuing Directors" on pages 2 and 3
of our Proxy Statement for the 2003 Annual Meeting of Stockholders.
Mr. Robert H. Fisher joined Woodhead in December 2000 as Vice President,
Finance and Chief Financial Officer. He previously served as Executive Vice
President of Finance for Rockwell International's Electronic Commerce group
from 1998 to 2000. Before that he was Vice President of Finance for US
Robotics/3 Com's Personal Communication business, and Vice
President/Controller for Zenith Electronics Corporation.
Mr. Robert A. Moulton joined Woodhead in October 1986 as Manager, Human
Resources and was elected Vice President in May 1987. He previously served as
Director, Personnel at G.D. Searle and Company from 1981 to 1986.
Mr. Joseph P. Nogal became Woodhead's Treasurer/Controller in January 1991. He
was elected Assistant Secretary in July 1993, and was elected Vice President,
Treasurer/Controller in January 1999. He previously served as Controller at
Woodhead Canada Limited.
Mr. Robert J. Tortorello became our General Counsel and Secretary in June
1987. He was elected Corporate Vice President in January 1991. He previously
served as Assistant Vice President and Assistant to the Chairman at Beatrice
Companies, Inc. from 1986 to 1987.
ITEM 11. EXECUTIVE COMPENSATION
Information about executive compensation is incorporated by reference to the
discussion under the heading "Executive Compensation" beginning on page 9 of
our Proxy Statement for the 2003 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information about security ownership of certain beneficial owners and
management is incorporated by reference to the discussion under the heading
"Stock Ownership of Management and Certain Beneficial Owners" on pages 6 and 7
of our Proxy Statement for the 2003 Annual Meeting of Stockholders.
We may grant stock options to directors, officers and key employees, under our
stock option plans at a price not less than the market value at the date of
grant. See Note 9 (B) Capital Stock - Stock Option Plans on page 37 and 38 of
our 2002 Annual Report. This discussion is incorporated by reference. The
following table summarizes the availability of options in total and available
options to be exercised:
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(a) (b) (c)
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Number of securities to be Weighted-average Number of securities remaining
issued upon exercise of exercise price of available for future issuance
outstanding options, outstanding options, under equity compensation plans
warrants and rights warrants and rights (excluding securities reflected
in column (a)
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Equity compensation 1,267,167 15.29 1,484,400
plans approved by
security holders
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Equity compensation
plans not approved by - - -
security holders
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Total 1,267,167 15.29 1,484,400
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information about certain relationships and related transactions is
incorporated by reference to the discussion under the heading "Certain
Relationships and Related Transactions" on pages 7 and 8 of our Proxy
Statement for the 2003 Annual Meeting of Stockholders.
ITEM 14. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within
the periods specified in the rules and forms of the Securities and Exchange
Commission. This information is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosures. Our management, including our principal executive officer and our
principal financial officer, recognizes that any set of controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted
an evaluation of our disclosure controls and procedures within 90 days of the
filing date of this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures are effective in alerting them on a timely basis to material
information required to be disclosed in our periodic filings.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation referenced in the foregoing paragraph.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
15(a)(1) FINANCIAL STATEMENTS
The following consolidated financial statements, related notes, and Reports of
Independent Public Accountants from the 2002 Annual Report to Stockholders are
incorporated by reference into this report:
Page(s) in our
2002 Annual Report
Reports of Independent Public Accountants 23
Segment Information 39-40
Geographic Data 40
Consolidated Balance Sheets 29
Consolidated Statements of Income 30
Consolidated Statements of Cash Flows 31
Consolidated Statements of Comprehensive Income 32
Consolidated Statements of Stockholders' Investment 32
Notes to Financial Statements 33-45
15(a)(2) FINANCIAL STATEMENT SCHEDULES
Schedules are omitted because they are not required or the information is
given elsewhere in the financial statements or related notes.
15(a)(3) EXHIBITS
These exhibits are available upon request. Requests should be directed to Mr.
Robert J. Tortorello, Secretary, Woodhead Industries, Inc., Three Parkway
North, Suite 550, Deerfield, Illinois, 60015.
3(i) Articles of Incorporation
Our Certificate of Incorporation including amendments through
January 22, 1993 is incorporated by reference to Exhibit (4) a of
our Form S-8 report filed on April 22, 1994, as Registration
#33-77968.
3(ii) By-laws
Our By-laws, as amended, are incorporated by reference to Exhibit
(3) b of our Form 10-K report for the year ended September 27,
1997.
4 Instruments defining the rights of security holders, including
indentures
a Our Preferred Stock Purchase Rights Plan adopted April 24, 1996, is
incorporated by reference to Exhibit 4 of our Form 10-Q report for
the period ended March 30, 1996.
b A Credit Agreement between the Registrant and Harris Trust and
Savings Bank dated October 29, 1993, including the first through
eighth amendments thereto filed with the Securities and Exchange
Commission as Exhibit 4(b) to our Annual Report on Form 10-K for
the fiscal year ended September 28, 2002.
c Form of the 6.64% Note Purchase Agreement between the Registrant's
consolidated subsidiary, Woodhead Finance Company, and private
investors dated September 28, 1998, and related Form of Note and
Guaranty Agreement, filed with the Securities and Exchange
Commission as Exhibit 4(c) to our Annual Report on Form 10-K for
the fiscal year ended September 28, 2002.
d The 6.81% Note Purchase Agreement between the Registrant and
private investors dated September 28, 1998 in the amount of
$15,000,000, maturing in 2013.
The document described in paragraph 4(d) above is not filed
herewith by Registrant, but Registrant undertakes to furnish copies
thereof to the Securities and Exchange Commission upon request.
10 Material Contracts
a The 1990 Stock Awards Plan, as amended, is incorporated by
reference to Exhibit (10) (c) of our Form 10-K report for the year
ended October 2, 1999.
b The 1993 Stock Awards Plan, as amended, is incorporated by
reference to Exhibit (10) (d) of our Form 10-K report for the year
ended October 2, 1999.
c The 1996 Stock Awards Plan, as amended, is incorporated by
reference to Exhibit (10) (e) of our Form 10-K report for the year
ended October 2, 1999.
d The 1999 Stock Awards Plan is incorporated by reference to Exhibit
A of our Proxy Statement for the 2000 Annual Meeting of
Stockholders.
e The 2001 Stock Awards Plan is incorporated by reference to Exhibit
A of our Proxy Statement for the 2002 Annual Meeting of
Stockholders.
f The Management Incentive Plan effective for fiscal 2002, is
incorporated by reference to page 18 of our Proxy Statement for the
2003 Annual Meeting of Stockholders.
g The Plan of Compensation for Outside Directors, is incorporated by
reference to Exhibit (10) of our Form 10-K report for the year
ended September 28, 1985.
h The 1990 Supplemental Executive Retirement Plan is incorporated by
reference to page 17 of our Proxy Statement for the 2003 Annual
Meeting of Stockholders.
i The Severance Agreement between Mr. Philippe Lemaitre and Woodhead
is incorporated by reference to Exhibit 10(i) of our 10-K report
for the year ended September 29, 2001. All other executive officers
have substantially identical contracts.
11 The statement regarding per share earnings is incorporated by
reference to Note 11: Earnings per share on page 39 of our 2002
Annual Report to Stockholders.
13 The following information is included in our 2002 Annual Report to
Stockholders:
a) Reports of Independent Public Accountants on page 23
b) Segment Information on page 39-40
c) Geographic Data on page 40
d) Consolidated Financial Statements on pages 29 through 32
e) Notes to Financial Statements on pages 33 through 45
f) Financial Profile on page 24
g) Management's Discussion of Financial Condition and Results
of Operations on pages 25 through 28
21 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Information regarding consent of Arthur Andersen LLP.
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. Section 1350).
15(b) REPORTS ON FORM 8-K
We did not file a report on Form 8-K during the fourth quarter of fiscal year
2002.
SIGNATURES
Under the requirements of Section 13 or 15(d) of the Securities and Exchange
Act of 1934, this report was signed on behalf of the Registrant by the
authorized persons below.
WOODHEAD INDUSTRIES, INC.
Date: December 20, 2002
BY: /s/ Robert H. Fisher BY: /s/ Joseph P. Nogal
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Robert H. Fisher Joseph P. Nogal
Vice President, Finance and C.F.O. Vice President,
(Principal Financial Officer) Treasurer/Controller
(Principal Accounting Officer)
Under the requirements of the Securities and Exchange Act of 1934, this report
was signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Signature Title Date
/s/ Charles W. Denny Chairman of the Board 12-20-02
- ------------------------
Charles W. Denny
/s/ Philippe Lemaitre President and C.E.O. 12-20-02
- ------------------------
Philippe Lemaitre
/s/ Ann F. Hackett Director 12-20-02
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Ann F. Hackett
/s/ Linda Y. C. Lim Director 12-20-02
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Linda Y. C. Lim, Ph.D.
/s/ Eugene P. Nesbeda Director 12-20-02
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Eugene P. Nesbeda
/s/ Sarilee K. Norton Director 12-20-02
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Sarilee K. Norton
CERITICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philippe Lemaitre, certify that:
1. I have reviewed this annual report on Form 10-K of Woodhead Industries,
Inc. for the fiscal year ending September 28, 2002;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weakness.
/s/ Philippe Lemaitre President and C.E.O. 12-20-02
- ----------------------
Philippe Lemaitre
CERITICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert H. Fisher, certify that:
1. I have reviewed this annual report on Form 10-K of Woodhead Industries,
Inc. for the fiscal year ending September 28, 2002;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weakness.
/s/ Robert H. Fisher Vice President, Finance and 12-20-02
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Robert H. Fisher Chief Financial Officer