10-K405/A 1 d10k405a.txt FORM 10-K405/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 EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-18050 PW EAGLE, INC. (Exact name of registrant as specified in its Charter) Minnesota 41-1642846 (State of incorporation) (IRS Employer Identification No.) 222 South Ninth Street, Suite 2880, Minneapolis, Minnesota 55402 (Address of principal executive offices) (612) 305-0339 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Common stock, $.01 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X ] The aggregate market value of voting stock held by non-affiliates of the registrant as of March 2, 2001 was approximately $45,915,000 (based on closing sale price of $7.8125 per share as reported on the Nasdaq Stock Market). The number of shares of the registrant's common stock, $.01 par value, outstanding as of March 2, 2001 was 8,069,675. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for registrant's 2001 Annual Meeting of Shareholders, to be held May 2, 2001, are incorporated by reference into Items 10, 11, 12 and 13 of Part III. ================================================================================ The undersigned registrant hereby amends Item 14 of its Annual Report on Form 10-K filed April 2, 2001 to include the following exhibits: Exhibit Number Description --------- ------------------------------------------------------ 23.3 Consent of Independent Accountants 99 Form 11-K, Annual Report of the PWPipe Employees' Savings Plan for the Year Ended December 31, 2000 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the securities Exchange Act of 1934, the registrant has caused this amendment to this report to be signed on its behalf by the undersigned, threunto duly authorized. PW EAGLE, INC. BY: /s/ Roger R. Robb -------------------------------- Roger R. Robb Chief Financial Officer Date: June 27, 2001 EXHIBIT INDEX Number Description** ------ ------------- 3.1 Articles of Incorporation of the registrant, as amended to date (Incorporated by reference to Exhibit 3 to the registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2000). 3.2 Bylaws of the registrant (Incorporated by reference to Exhibit 3.2 to the registrant's registration statement on Form S-4 - File No. 33-29511). 3.3 Statement of designation of shares of registrant dated May 8, 1997 (Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K dated May 19,1997). 10.1 Second Amended and Restated Loan and Security Agreement dated September 20, 1999 by and among the Registrant, Fleet Capital Corporation, as Agent, and certain Lenders. (Incorporated by reference to Exhibit 10.1 to the registrant's Form 8-K dated September 20, 1999). 10.2 Securities Purchase Agreement dated as of September 20, 1999 by and among the Registrant and certain investors listed therein. (Incorporated by reference to Exhibit 10.2 to the registrant's Form 8-K dated September 20, 1999). 10.3 Registration Rights Agreement dated as of September 20, 1999 among the Registrant and certain investors listed in the Securities Purchase Agreement. (Incorporated by reference to Exhibit 10.3 to the registrant's Form 8-K dated September 20, 1999). 10.4 Warrant Agreement dated as of September 20, 1999 among the Registrant and certain investors listed in the Securities Purchase Agreement. (Incorporated by reference to Exhibit 10.4 to the registrant's Form 8-K dated September 20, 1999). 10.5 Form of Restricted Stock Agreement between the Registrant and certain officers of the Registrant. (Incorporated by reference to Exhibit 10.5 to the registrant's Form 8-K dated September 20, 1999).* 10.6 Form of Promissory Note between the Registrant and certain officers and directors of the Registrant. (Incorporated by reference to Exhibit 10.6 to the registrant's Form 8-K dated September 20, 1999).* 10.7 Employment Agreement dated September 16, 1999 between the Registrant and William H. Spell. (Incorporated by reference to Exhibit 10.7 to the registrant's Form 8-K dated September 20, 1999).* 10.8 Employment Agreement dated September 16, 1999 between the Registrant and Roger R. Robb. (Incorporated by reference to Exhibit 10.8 to the registrant's Form 8-K dated September 20, 1999).* 10.9 Employment Agreement dated September 16, 1999 between the Registrant and Keith H. Steinbruck. (Incorporated by reference to Exhibit 10.9 to the registrant's Form 8-K dated September 20, 1999).* 10.10 Employment Agreement dated September 16, 1999 between the Registrant and Larry I. Fleming. (Incorporated by reference to Exhibit 10.10 to the registrant's Form 8-K dated September 20, 1999).* 10.11 Employment Agreement dated September 16, 1999 between the Registrant and John R. Cobb. (Incorporated by reference to Exhibit 10.11 to the registrant's Form 8-K dated September 20, 1999).* 10.12 Employment Agreement dated September 16, 1999 between the Registrant and Neil R. Chinn. (Incorporated by reference to Exhibit 10.12 to the registrant's Form 8-K dated September 20, 1999).* 10.13 Registrant's 1991 stock plan (Incorporated by reference to Exhibit 10.22 to the registrant's Form 10-K for the year ended December 31, 1992).* 10.14 Registrant's 1997 stock option plan (Incorporated by reference to Exhibit 10.14 to the registrant's Form 10-K for the year ended December 31, 1996).* 10.15 Leveraged Equity Purchase Plan of registrant (Incorporated by reference to Exhibit 10.26 to the registrant's Form 10-K for the year ended December 31, 1996).* 10.16 Employment Agreement dated October 15, 1999, between the Company and James K. Rash. (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended September 30, 1999).* 10.17 Employment Agreement dated November 9, 1999, between the Company and Dobson West (Incorporated by reference to Exhibit 10.17 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.18 Amendment to the Employment Agreement executed September 16, 1999 between Roger R. Robb and the Company effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.18 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.19 Amendment to the Employment Agreement executed September 16, 1999 between William H. Spell and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.20 Amendment to the Employment Agreement executed September 16, 1999 between Keith H. Steinbruck and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.21 Amendment to the Employment Agreement executed September 16, 1999 between James K. Rash and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.22 Amendment to the Employment Agreement executed September 16, 1999 between Neil R. Chinn and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.22 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.23 Amendment to the Employment Agreement executed September 16, 1999 between Jack R. Cobb and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.23 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.24 Amendment to the Employment Agreement executed September 16, 1999 between Larry I. Fleming and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.24 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.25 Amendment to the Employment Agreement executed November 9, 1999 between Dobson West and the Registrant effective as of December 15, 1999 (Incorporated by reference to Exhibit 10.25 to the Registrant's Form 10-K for the year ended December 31, 1999).* 10.26 Sales Agreement effective January 1, 2000 (Incorporated by reference to Exhibit 10.1 to the registrant's form 10-Q for the quarter ended March 31, 2000.) 10.27 Sales Agreement dated January 1, 2000 (Incorporated by reference to Exhibit 10.2 to the registrant's form 10-Q for the quarter ended March 31, 2000.) 23.1 Consent of Independent Accountants. (Previously filed) 23.2 Consent of Independent Accountants. (Previously filed) 23.3 Consent of Independent Accountants. 24 Power of Attorney from certain directors and officers. (Previously filed) 99 Form 11-K, Annual Report of the PWPipe Employees' Savings Plan for the Year Ended December 31, 2000 * Compensatory plan or arrangement ** SEC File No. 0-18050 unless otherwise indicated