10-K/A 1 n64331ae10-ka.txt AMENDMENT TO ANNUAL REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A AMENDMENT NO. 1 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-23248 ------------------------------ SIGMATRON INTERNATIONAL, INC. ----------------------------- (Exact name of Registrant as specified in its charter) Delaware 36-3918470 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2201 Landmeier Rd., Elk Grove Village, IL 60007 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(847)956-8000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no 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 ninety 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 in any amendment to this Form 10-K. [ ] 2 PURPOSE OF AMENDMENT The registrant has determined to furnish the information required in Part III of its Annual Report on Form 10-K for the fiscal year ended April 30, 2001 rather than to incorporate it by reference to information to be contained in the registrant's definitive proxy statement. The registrant hereby amends Part III of the Annual Report on Form 10-K as follows to include the information required by Part III. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The directors and executive officers of the Company are as follows:
DIRECTOR OF COMPANY NAME SINCE AGE ---- -------- --- John P. Chen................................ 1994 47 Chief Financial Officer of National Material L.P. since 1994. Class II D.S. Patel.................................. 1994 60 Chairman of the Board of Directors, President and Chief Executive Class II Officer of Circuit Systems, Inc. ("CSI") from 1987 to February 2001. CSI filed a petition for relief under Chapter 11 of the Bankruptcy Code in September 2000 and was subsequently dissolved in 2001. Director of Olympic Cascade Financial Corporation since March 1998. Thomas W. Rieck............................. 1994 56 Attorney and President of Rieck and Crotty, P.C. and Director of Class I CSI. Steven A. Rothstein......................... 1994 50 Chairman of the Board of National Securities Corporation, a Class I securities brokerage firm, since 1995. Since 1997 Chairman and President of Olympic Cascade Financial Corporation, the parent holding company of National Securities Corporation and other securities brokerage firms. Director of Vita Food Products, Inc., and Gateway Data Sciences. Franklin D. Sove............................ 1994 67 Mr. Sove has been Vice President of Tang Industries, Inc. since Class III 1996. Mr. Sove was CEO of National Material L.P. from September 1996 and Executive Vice President of Tang Industries, Inc. from May 1989. Dilip S. Vyas............................... 1994 53 Mr. Vyas was Director and Vice President - Business Development Class III of CSI from 1987 to August 1998 and from October 2000 to May 2001. Mr. Vyas was self employed since August 1998 to October 2000 and since May 2001. CSI filed a petition for relief under Chapter 11 of the Bankruptcy Code in September 2000 and was subsequently dissolved in 2001. Gary R. Fairhead............................ 1994 49 President and Chief Executive Officer. Gary R. Fairhead has been Class III the President of the Company since January 1990. Gregory A. Fairhead......................... 45 Executive Vice President - Mexican Operations and Assistant Secretary. Gregory A. Fairhead has been Executive Vice President since February 2000 and is Assistant Secretary. Mr. Fairhead was Vice President - Mexican Operations for the Company from February 1990 to February 2000. Gregory A. Fairhead and Gary R. Fairhead are brothers. John P. Sheehan............................. 40 Vice President - Director of Materials and Assistant Secretary. John P. Sheehan has been Vice President - Director of Materials of the Company since April 1990 and is Assistant Secretary. Linda K. Blake.............................. 40 Chief Financial Officer, Vice President - Finance Treasurer and Secretary. Linda K. Blake is the Company's Vice President Finance, Treasurer, Secretary and Chief Financial Officer and was Controller of the Company from June 1991 to February 1994.
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Nunzio A. Truppa............................ 63 Vice President - Las Vegas Operations. Nunzio A. Truppa has been Vice President - Las Vegas Operations for the Company, or held equivalent management positions since January 1990. Andrew J. Saarnio........................... 53 Vice President - Elk Grove Operations. Andrew J. Saarnio has been Vice President - Elk Grove Operations since November 1998. Daniel P. Camp.............................. 52 Vice President - Mexican Operations. Daniel P. Camp has been Vice President - Mexican Operations since February 2000. Mr. Camp was General Manager of Mexican Operations from February 1994 to February 2000. Thomas F. Rovtar............................ 50 Vice President - Information Technology. Thomas F. Rovtar has been Vice President of Information Technology since July 2000. Stephen H. McNulty.......................... 47 Vice President - Sales. Stephen H. McNulty has been Vice President of Sales since February 2000. Mr. McNulty was National Sales Manager from April 1997 to February 2000.
3 4 EXECUTIVE COMPENSATION ITEM 11. The following table sets forth a summary of all compensation paid by the Company for its fiscal years ended April 30, 2001, 2000 and 1999 to the Company's Chief Executive Officer and each executive officer of the Company whose total annual salary and bonus for such year exceeded $100,000:
ANNUAL COMPENSATION -------------------------- SALARY BONUS NAME AND PRINCIPAL POSITION ($) ($) --------------------------- ------- ------ Gary R. Fairhead............................................................ 2001 164,868 President and Chief Executive Officer 2000 155,232 15,000 (2) 1999 148,400 85,000 (3) Gregory A. Fairhead......................................................... 2001 149,649 7,500 (1) Executive Vice President and General Manager-Mexican 2000 140,902 15,000 (2) Operations and Assistant Secretary 1999 134,035 80,500 (3) John P. Sheehan............................................................. 2001 110,238 Vice President-Director of Materials and Assistant 2000 103,791 15,000 (2) Secretary 1999 98,712 55,000 (3) Linda K. Blake.............................................................. 2001 98,469 Chief Financial Officer, Vice President-Finance, 2000 89,941 15,000 (2) Treasurer and Secretary 1999 85,554 50,000 (3) Nunzio A. Truppa............................................................ 2001 128,804 2,500 (1) Vice President-Las Vegas Operations 2000 120,015 15,000 (2) 1999 298,642 (4) Andrew J. Saarnio........................................................... 2001 122,850 Vice President-Elk Grove Operations 2000 121,838 1999 96,750 20,000 (3) Daniel P. Camp.............................................................. 2001 128,076 5,000 (1) Vice President-Mexican Operations 2000 116,538 15,000 (2) 1999 98,381 4,150 (3)
---------------- (1) Represents bonus earned in fiscal 2001 and paid in fiscal 2002. (2) Represents bonus earned in fiscal 2000 and paid in fiscal 2001. (3) Represents bonus earned in fiscal 1999 and paid in fiscal 2000. (4) The 1999 salary amounts for Mr. Truppa includes sales commissions of $190,124 respectively. 4 5 BOARD OF DIRECTORS TERMS Pursuant to the Company's Certificate of Incorporation, the Board of Directors is divided into three classes of directors serving three-year terms. The terms of Class I directors (Messrs. Rieck and Rothstein) expire in 2003; the term of Class II directors (Messrs. Chen and Patel) expire in 2001; and the terms of Class III directors (Messrs. Fairhead, Sove and Vyas) expire in 2002. All directors of each class will hold their positions until the annual meeting of stockholders at which time the terms of the directors in such class expire, or until their respective successors are elected and qualify. DIRECTOR COMMITTEES; BOARD MEETINGS The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating Committee. Each committee is composed of at least two independent directors who together constitute a majority of each committee. The functions of the Audit Committee are to recommend annually to the Board of Directors the appointment of the independent public accountants of the Company, discuss and review the scope and the fees of the prospective annual audit and review the results thereof with the independent public accountants, review and approve non-audit services of the independent public accountants, review compliance with existing major accounting and financial policies of the Company, review the adequacy of the financial organization of the Company and review management's procedures and policies relative to the adequacy of the Company's internal accounting controls. The Audit Committee is comprised of three directors' all of which are independent. Messrs. Chen, Rieck, and Sove are members of the Audit Committee, of which Mr. Sove is the Chairman. Messrs. Sove and Rieck nominated Messre Chen as a member of the Audit Committee. Messre Chen's nomination was ratified by the Board of Directors in August 2001. Mr. Mitchell who served on the audit committee resigned from the Company's Board of Directors on July 13,2001. The functions of the Compensation Committee are to review and approve annual salaries and bonuses for all executive officers and review, approve and recommend to the Board of Directors the terms and conditions of all employee benefit plans or changes thereto and administer the Company's 1993, 1994, 1997 and 2000 Stock Option Plans. Messrs. Mitchell, Rieck and Rothstein are members of the Compensation Committee, of which Messrs. Rieck is the chairman. Mr. Mitchell resigned from the Company's Board of Directors on July 13, 2001. The functions of the Nominating Committee are to review and recommend to the Board of Directors a slate of nominees for each election of members to the Board of Directors, to review and recommend changes to the number, classification, and term of directors and to receive and review nominations by Stockholders with regard to the nomination process. The Nominating Committee will accept nominees recommended by stockholders. However, the Company's bylaws establish an advance notice procedure for such nominations. Generally, such notice must be received by the Secretary of the Company not less than 60 and no more than 90 days prior to a regularly scheduled annual meeting of stockholders, or within 10 days after receipt of notice of an annual meeting of stockholders if the date of such meeting has not been publicly disclosed within 70 days prior to the meeting date. Messrs. Mitchell, Rieck and Rothstein are members of the Nominating Committee. Mr. Mitchell resigned from the Company's Board of Directors on July 13, 2001. The Board of Directors held five meetings during the fiscal year ended April 30, 2001. The Compensation Committee held one meeting and the Audit Committee held one meeting during fiscal 2001. The Nominating Committee held one meeting during fiscal 2001. COMPENSATION OF DIRECTORS Non-employee directors are entitled to be paid $1,000 per month. Directors that serve on the Audit or the Compensation Committee are paid an additional $125 per month for each committee upon which they serve. In March 2001 the Board of Directors agreed to defer payment of all non-employee directors fees until otherwise determined by the Board of Directors. In addition, under the 1997 Directors' Stock Option Plan each non-employee director received a grant of options for 5,000 options at each of the 1997, 1998 and 1999 annual stockholders' meetings. Such options are exercisable for ten years from the respective date of grant at a price based on the price of the Common Stock on the respective grant dates. In addition, under the 2000 Directors' Stock Option Plan, non-employee directors received options to acquire 7,500 shares of Common Stock at the September 2000 annual shareholders meeting and are entitled to receive options to acquire 7,500 shares of Common Stock at each annual shareholders meeting in 2001 and 2002. 5 6 Options granted under the 2000 Directors' Plan shall not be transferable unless (a) the transfer is (i) by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order, (iii) to a Permitted Transferee, (as defined in the 2000 Directors' Plan), or (iv) to a trust or other entity controlled by the optionee or a Family Member (as defined in the 2000 Directors' Plan; generally family members or trusts or other entities controlled by the optionee or a family member); (b) the transfer is a gift; and (c) the option continues to be subject to the same terms as before the transfer. OPTION GRANT AND EXERCISES IN LAST FISCAL YEAR The following tables provide certain specified information concerning options granted to, exercised by and held at April 30, 2001 under the 1993 and 2000 stock option plans by each Named Executive Officer of the Company. OPTION GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS
POTENTIAL REALIZABLE VALUE OF % OF TOTAL ASSUMED ANNUAL RATE OF NUMBER OF OPTIONS STOCK APPRECIATION FOR SHARES GRANTED TO EXERCISE OR OPTION TERM UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION ------------------------ NAME OPTIONS GRANTED (#) FISCAL YR. ($ PER SHARE) DATE 5% ($) 10% ($) ---- ------------------- ------------ ------------- ---------- ------ ------- Thomas F. Rovtar 10,000 100.0 6.25 07/04/10 39,300 99,600
OPTION EXERCISES AND FISCAL YEAR-END VALUES The following table sets forth certain information with respect to each named executive officer of the Company concerning the exercise of options during the fiscal year ended April 30, 2001, as well as any unexercised options held as of the end of such fiscal year. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS SHARES OPTIONS AT FY-END (#)(1) AT FY-END ($)(1) ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE ---- ------------ ------------ ------------------------ -------------------- Gary R. Fairhead -- -- 93,284/26,266 0/0 Gregory A. Fairhead -- -- 87,817/23,333 0/0 John P. Sheehan -- -- 85,300/19,600 0/0 Linda K. Blake -- -- 39,534/18,466 0/0 Nunzio A. Truppa -- -- 9,134/4,566 0/0 Andrew J. Saarnio -- -- 7,667/6,833 0/0 Daniel P. Camp -- -- 18,800/9,900 0/0 Stephen H. McNulty -- -- 10,001/8,999 0/0 Thomas F. Rovtar -- -- 3,333/6,667 0/0
---------- (1) These options are service-based options. A portion of these options vest over a five-year period which began in February 1995 and the remaining options vest over a three and five-year period beginning in July 1998. 6 7 HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS ITEM 12. The following table sets forth certain information regarding beneficial ownership of Common Stock as of July 27, 2001 by (i) each director of the Company, (ii) each executive officer of the Company, (iii) each person (including any "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known by the Company to own beneficially more than 5% of the outstanding Common Stock, and (iv) all directors and executive officers as a group. BENEFICIAL OWNERSHIP
NUMBER OF NAME SHARES(1) PERCENT ---- ---------- ------- Cyrus Tang Revocable Trust (3)................................................................... 488,413 17.0% 3773 Howard Hughes Pkwy., Ste 350N Las Vegas, NV 89109 Tang Foundation for the Research of Traditional Chinese Medicine (3)............................. 242,000 8.4% 3773 Howard Hughes Pkwy., Ste. 350N Las Vegas, NV 89109 Cyrus Tang Foundation (3)........................................................................ 179,413 6.2% 3773 Howard Hughes Pkwy., Ste. 350N Las Vegas, NV 89109 Fidelity Low-Price Stock Fund (10)............................................................... 218,000 7.6% 82 Devonshire St. Boston, MA 02109 Gary R. Fairhead (4)............................................................................. 221,696 7.5% 2201 Landmeier Road Elk Grove Village, IL 60007 Gregory A. Fairhead (4).......................................................................... 99,474 3.4% John P. Sheehan (4).............................................................................. 89,742 3.0% Linda K. Blake (4)............................................................................... 40,684 1.4% Nunzio A. Truppa (4)............................................................................. 12,434 * Andrew J. Saarnio (4)............................................................................ 7,667 * Daniel P. Camp (4)............................................................................... 18,800 * Stephen H. McNulty (4)........................................................................... 10,001 * Thomas F. Rovtar (4)............................................................................. 3,333 * Dilip S. Vyas (5)(6)(11)......................................................................... 40,500 1.4% John P. Chen (5)(6)(11).......................................................................... 40,700 1.4% William C. Mitchell (5)(6)(12)................................................................... 40,700 1.4% D.S. Patel (2)(6)(7)(11)......................................................................... 30,000 1.0% Thomas W. Rieck (6)(11).......................................................................... 30,000 1.0% Franklin D. Sove (6)(8)(11)...................................................................... 31,000 1.1% Steven A. Rothstein (6)(11)...................................................................... 30,100 1.0% All directors and executive officers as a group(9) 746,831 21.3%
---------- * Less than 1 percent. (1) Unless otherwise indicated in the footnotes to this table, the Company believes the persons named in this table have sole voting and investment power with respect to all shares of Common Stock reflected in this table. As of July 26, 2001 2,881,227 shares were outstanding not including certain options held by various directors and officers as noted in subsequent footnotes. (2) Circuit Systems, Inc. ("CSI") is a publicly held corporation which formerly manufactured printed circuit boards and is being liquidated pursuant to court order in a Chapter 11 bankruptcy proceeding. D.S. Patel owns approximately 33% of the outstanding common stock of CSI. Other officers and Directors of the Company also own shares of CSI common stock. (3) The sole beneficiary and trustee of Cyrus Tang Revocable Trust dated March 17, 1997 (the "Trust") is Cyrus Tang. Tang Foundations for the Research of Traditional Chinese Medicine and Tang Family Foundation are not-for-profit foundations. Each of these entities, as well as the Trust, whose combined ownership represents in excess of 20% of the outstanding Common Stock, is controlled by Cyrus Tang. (4) The number of shares includes 93,284, 87,817, 85,300, 39,534, 9,134, 7,667, 18,800, 10,001 and 3,333 shares issuable upon the exercise of stock options granted to Gary R. Fairhead, Gregory A. Fairhead, John P. Sheehan, Linda K. Blake, Nunzio A. Truppa, Andrew J. Saarnio, Daniel P. Camp, Stephen H. McNulty and Thomas F. Rovtar respectively. Said options are deemed exercised solely for purpose of showing total shares owned by such employees. 7 8 (5) Includes 3,500 shares issuable upon the exercise of director stock options granted in September 1994, 3,500 shares granted in September 1995 and 3,500 granted in September 1996. Said options are deemed exercised solely for purposes of showing total shares owned by such non-employee directors. (6) Includes 5,000 shares issuable upon the exercise of director stock options granted in September 1997, 5,000 shares granted in September 1998 and 5,000 shares granted in September 1999. Said options are deemed exercised solely for purposes of showing total shares owned by such non-employee directors. (7) D.S. Patel was the Chairman of the Board of Directors, President and Chief Executive Officer of CSI from 1987 to February 2001. Mr. Patel owns approximately 33% of CSI's outstanding common stock. CSI is being liquidated pursuant to court order in a Chapter 11 bankruptcy proceeding. (8) Franklin D. Sove is Vice President of Tang Industries, Inc. (9) Excludes shares held by CSI and the Tang entities. See also footnotes (4)-(11). (10) Number of shares owned by Fidelity Low-Price Stock Fund as filed on Form 13G on February 14, 2000. (11) Includes 7,500 shares issuable upon the exercise of director stock options granted in September 2000 and 7,500 shares to be granted at the next Annual Meeting of Stockholders. Said options are deemed exercised solely for purposes of showing total shares owned by such non-employee directors. (12) Mr. Mitchell resigned from the Company's Board of Directors on July 13, 2001. CERTAIN TRANSACTIONS ITEM 13. During the fiscal year ended April 30, 2001, the Company purchased raw materials and leased operating and storage space in Elk Grove Village, Illinois from CSI, which previously beneficially owned approximately 13.9% of the Company's outstanding Common Stock which was sold to Tang Revocable Trust in April 2001. Purchases of raw materials were approximately $3,598,000 for the year ended April 30, 2001, with a net amount in payables related to these purchases of approximately $767,000 at April 30, 2001. The Company leased space in Elk Grove Village, Illinois from CSI at a base rental of approximately $36,000 per month with an additional $7,000 per month for real estate taxes. The lease requires the Company to pay maintenance and utility expenses. Rent and property tax expense totaled approximately $515,000 for the year ended April 30, 2001. The Company has a 42.5% ownership interest in SMTU, which was formed on September 15, 1994, in Fremont, California, as a joint venture to provide surface mount technology assembly services primarily to electronic original equipment manufacturers. The Company owns 50% of the outstanding stock of SMT Unlimited, Inc. (SMT, Inc.), which is the general partner of SMTU. One of the limited partners of SMTU is also an equal shareholder of SMT, Inc., along with the Company. The Company holds subordinated debentures totaling $1,050.000 from SMTU. Debentures totaling $650,000 outstanding at April 30, 2001, bear interest at 8%, and debentures totaling $400,000 bear interest at 12%. During fiscal 2001, the Company extended the repayment date of the debentures from May 1, 2001 to August 1, 2003. The principal and interest under the debentures are to be repaid on August 1, 2003. The Company also has guaranteed lease obligations of approximately $916,000 for SMTU. The Company has been indemnified by one of the other limited partners in the amount of $457,770 for the guaranteed lease obligations. SMTU incurs a $28,500 monthly administrative fee for administrative services provided by the Company. The investment in SMTU is carried at cost plus equity in undistributed earnings or losses since acquisition. The Company has recorded its share of the losses in SMTU reduction of the investment in SMTU. In August 1999, the Company entered into a guaranty agreement with SMTU's lender to guaranty the obligation of SMTU under its revolving line of credit to a maximum of $2,000,000 plus interest and related costs associated with the enforcement of the guaranty. In connection with the guaranty 8 9 agreement, one of the limited partners of SMTU and a Vice President of SMTU have each executed a guaranty to the lender to reimburse the Company for up to $500,000 of payments made by the Company under its guaranty to the lender in excess of $1,000,000. In addition, the limited partner has agreed to indemnify the Company for 50% of all of SMTU's payments to the lender. The limited partner's obligation to the Company under the indemnity is reduced dollar for dollar to the extent the limited partner would otherwise be obligated to pay more than $1,000,000 as a result of his guaranty to the lender. The Company's investment and advances to and receivables from SMTU totaled approximately $5,137,000 at April 30, 2001, and no amount was recorded by the Company related to its guaranty of SMTU's credit agreement. The report of independent auditors, dated June 29, 2001, pertaining to SMTU's financial statements for the year ended April 30, 2001, contains an explanatory paragraph regarding uncertainty concerning SMTU's ability to continue as a going concern because SMTU has not complied with certain covenants of loan agreements with a bank. During 1996, the Company invested $1,200 in exchange for a 12% limited partnership interest in Lighting Components, L.P. (LC) and invested $1,300 in Lighting Components, Inc., which is the general partner of LC, in exchange for 13% of its capital stock. At April 30, 1998, the Company had also made advances to LC in exchange for subordinated debentures and promissory notes totaling $280,000. The subordinated debentures and promissory notes totaling $280,000 were reserved to a net realizable value of $0 at April 30, 1998. In addition to the subordinated debentures and promissory notes, at April 30, 2000, the Company had recorded miscellaneous receivables, interest and trade receivables from LC of $1,560,000 against which a reserve of $789,000 was recorded. In April 2001, LC sold certain assets to a third party. In connection with the asset sale, LC made partial payments on the amounts owed to the Company of $356,500 in cash, endorsing a $400,000 promissory note receivable from a third party and by assigning existing accounts receivable totaling approximately $165,000 and inventory totaling approximately $272,000 of LC to the Company. Payments are due on the promissory notes as follows: $125,000, plus accrued interest due January 1, 2002, $125,000, plus accrued interest due January 1, 2003, and $150,000 plus accrued interest due January 1, 2004. Interest on the promissory note will accrue at 5% per annum. The third party also agreed to pay LC royalties on certain sales derived from the purchase of the acquired assets, as defined in the agreement. LC or its successor will receive royalty payments through April 30, 2007. Per the terms of a separate agreement, the Company will receive the royalty payments up to the amount of LC's indebtedness to the Company. These royalty payments, if any, will be recorded by the Company as received. As a result of these transactions, the Company has written off its investment in LC of $2,500 in the statement of operations for the year ended April 30, 2001. There was no other impact on the fiscal 2001 operating results. 9 10 SIGNATURES: Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. SIGMATRON INTERNATIONAL, INC. /s/ Gary R. Fairhead 8/22/01 ------------------------------------------------ ----------------- Gary R. Fairhead Date President and CEO (Principal Executive Officer) /s/ Linda K. Blake 8/22/01 ------------------------------------------------ ----------------- Linda K. Blake Date Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) 10