-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lnkcvg5x5zUZYbZYJOZNHvAPvz/iawM7wrmDqqrsSCGX8Pl7UhgbBZkEW7q0x1Zn w2VmNiyZr36h+m7Tyqdz1A== 0000897101-03-000070.txt : 20030203 0000897101-03-000070.hdr.sgml : 20030203 20030203133931 ACCESSION NUMBER: 0000897101-03-000070 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020928 FILED AS OF DATE: 20030203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODHEAD INDUSTRIES INC CENTRAL INDEX KEY: 0000108215 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 361982580 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05971 FILM NUMBER: 03536091 BUSINESS ADDRESS: STREET 1: THREE PKWY NORTH STREET 2: STE 550 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8472369300 MAIL ADDRESS: STREET 1: THREE PWKY NORTH STREET 2: STE 550 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: WOODHEAD DANIEL CO DATE OF NAME CHANGE: 19710624 10-K/A 1 woodhead030485_10ka.txt WOODHEAD INDUSTRIES, INC., FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K/A Amendment No. 1 [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. (Exact name of registrant as specified in its charter) Delaware 36-1982580 - ----------------------------------- ------------------------------------ (State of other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) Three Parkway North, Suite 550, Deerfield, IL. 60015 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (847) 236-9300 - -------------------------------------------------------------------------------- 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 - ------------------------------- ------------------------------ (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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes _x_ No __ The aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 28, 2002 was $204,710,858. The number of common shares outstanding as of January 29, 2003 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. EXPLANATORY NOTE This Form 10-K/A is being filed solely for the purpose of correcting an inadvertent omission by Ernst & Young LLP in its Report of Independent Public Accountants. The only revision is the addition of explanatory paragraphs in its Report of Independent Public Accountants. Ernst & Young expanded their report relating to our previously reported adoption of a new accounting standard relating to goodwill and to explain that they performed audit procedures, at our request, relating to the corresponding 2000 and 2001 financial statement disclosures. The opinion expressed in Ernst & Young's original report remains unchanged. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information required by this item relating to the "Report of Independent Public Accountants" is amended only by replacing Ernst & Young's original Report of Independent Public Accountants with the Ernst & Young report below. The remaining information required by this item relating to the "Report of Independent Public Accountants" continues to be incorporated by reference to page 23 of our 2002 Annual Report to Stockholders. The information required by this item relating to the consolidated financial statements and notes to financial statements continues to be incorporated by reference (with no changes) to pages 29 through 45 of our 2002 Annual Report. Report of Independent Public Accountants To the Board of Directors and Shareholders of Woodhead Industries, Inc. We have audited the accompanying consolidated balance sheets of WOODHEAD INDUSTRIES, INC. (a Delaware corporation) AND SUBSIDIARIES as of September 28, 2002, and the related consolidated statements of income, stockholders' investment, comprehensive income and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The financial statements of WOODHEAD INDUSTRIES, INC. AND SUBSIDIARIES as of September 29, 2001 and for the two years in the period ended September 29, 2001 were audited by other auditors who have ceased operations and whose report dated December 18, 2001 expressed an unqualified opinion on those statements before the inclusion of additional disclosures referred to in the last paragraph of this report. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of WOODHEAD INDUSTRIES, INC. AND SUBSIDIARIES as of September 28, 2002, and the results of its operations 1 and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. As discussed in Notes 1 and 6 to the financial statements, in the year ended September 28, 2002 the Company changed its method of accounting for goodwill. As discussed above, the financial statements of WOODHEAD INDUSTRIES, INC. AND SUBSIDIARIES as of September 29, 2001 and for the two years in the period ended September 29, 2001 (2000 and 2001) were audited by other auditors who have ceased operations. As described in Note 6, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS, which was adopted by the Company as of September 30, 2001. Our audit procedures with respect to the disclosures in Note 6 with respect to 2001 and 2000 included (a) agreeing the previously reported net income to the previously issued financial statements and the adjustments to reported net income representing amortization expense (including any related tax effects) recognized in those periods related to goodwill to the Company's underlying records obtained from management, and (b) testing the mathematical accuracy of the reconciliation of adjusted net income to reported net income, and the related earnings-per-share amounts. In our opinion the disclosures relating to adjusted net income for 2001 and 2000 in Note 6 are appropriate. However, we were not engaged to audit, review or apply any procedures to the 2001 or 2000 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 or 2000 financial statements taken as a whole. /s/ Ernst & Young LLP - --------------------- Chicago, Illinois November 8, 2002 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, as amended hereby............. 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 2 ITEM 15(a)(3). EXHIBITS 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). 3 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: February 3, 2003 BY: /s/ Robert H. Fisher BY: /s/ Joseph P. Nogal - ---------------------------------- ------------------------------ 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 2-3-03 - ----------------------- Charles W. Denny /s/ Philippe Lemaitre President and C.E.O. 2-3-03 - ----------------------- Philippe Lemaitre /s/ Ann F. Hackett Director 2-3-03 - ----------------------- Ann F. Hackett /s/ Linda Y. C. Lim Director 2-3-03 - ----------------------- Linda Y. C. Lim, Ph.D. /s/ Eugene P. Nesbeda Director 2-3-03 - ----------------------- Eugene P. Nesbeda /s/ Sarilee K. Norton Director 2-3-03 - ----------------------- Sarilee K. Norton 4 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/A 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. 2-3-03 - ----------------------- Philippe Lemaitre 5 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/A 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 2-3-03 - ----------------------- Chief Financial Officer Robert H. Fisher 6 EX-23.1 3 woodhead030485_ex23-1.txt EXHIBIT 23.1 CONSENT OF PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements Forms S-8 No. 333-87060, 333-36070, 333-26379, 33-77968 and 33-40414 of our report dated November 8, 2002, with respect to the consolidated financial statements of Woodhead Industries, Inc. included in this Form 10-K/A for the year ended September 28, 2002. /s/ Ernst & Young LLP Chicago, Illinois February 3, 2003 EX-23.2 4 woodhead030485_ex23-2.txt EXHIBIT 23.2 INFORMATION REGARDING CONSENT EXHIBIT 23.2 INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN LLP Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"), provides that if part of a registration statement at the time it becomes effective contains an untrue statement of a material fact, or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement. Woodhead Industries, Inc. dismissed Arthur Andersen LLP ("Arthur Andersen") as its independent auditors, effective May 7, 2002. For additional information, see the Company's Current Report on Form 8-K dated May 8, 2002. After reasonable efforts, the Company has been unable to obtain Arthur Andersen's written consent to the incorporation by reference into the Company's registration statements (Form S-8 File Nos. 333-87060, 333-36070, 333-26379, 33-77968 and 33-40414) and the related prospectuses (the "Registration Statements") of Arthur Andersen's audit report with respect to the Company's consolidated financial statements as of September 29, 2001 and for the two years in the period then ended. Under these circumstances, Rule 437a under the Securities Act permits the Company to file the Annual Report on Form 10-K, which is incorporated by reference into the Registration Statements, without a written consent from Arthur Andersen. As a result, with respect to transactions in the Company's securities pursuant to the Registration Statements that occur subsequent to the date this Annual Report is filed with the Securities and Exchange Commission, Arthur Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions of a material fact required to be stated therein and thus no claim could be asserted against Arthur Andersen under Section 11(a) of the Securities Act. EX-99.1 5 woodhead030485_ex99-1.txt EXHIBIT 99.1 CERTIFICATION EXHIBIT 99.1: CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. section 1350) In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies that to his respective knowledge: 1. The Annual Report on Form 10-K/A for the year ending September 28, 2002 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this Report fairly presents, in all material respects, the financial condition and result operations of the Company. Dated as of February 3, 2003 /s/ Philippe Lemaitre - --------------------------------------------------- Philippe Lemaitre President and Chief Executive Officer /s/ Robert H. Fisher - --------------------------------------------------- Robert H. Fisher Vice President, Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----