-----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, REDK9Wb83V/sxuYdPUz6i54uDEf92tbgr1EuW++5iwfffMGaq8sPg/J9sJxw3XWe l6EZ3LD+W9KbdlxWO6cSCg== 0000950137-05-004329.txt : 20050412 0000950137-05-004329.hdr.sgml : 20050412 20050412143652 ACCESSION NUMBER: 0000950137-05-004329 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040430 FILED AS OF DATE: 20050412 DATE AS OF CHANGE: 20050412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915358 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 363918470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23248 FILM NUMBER: 05746006 BUSINESS ADDRESS: STREET 1: 2201 LANDMEIER RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7089568000 MAIL ADDRESS: STREET 1: 2201 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 10-K/A 1 c94162e10vkza.txt AMENDMENT TO ANNUAL REPORT UNITED STATES 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, 2004 Or [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ___________to ___________. Commission file number 0-23248 SIGMATRON INTERNATIONAL, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-3918470 - -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2201 Landmeier Road, Elk Grove Village, Illinois 60007 - ------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 847-956-8000 Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.01 par value per share -------------------------------------- Title of each class 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]. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the voting common equity held by non-affiliates of the registrant as of October 31, 2003 (the last business day of the registrant's most recently completed second fiscal quarter) was $68,611,732, based on the closing sale price of $19.18 per share as reported by Nasdaq National Market as of such date. The number of outstanding shares of the registrant's Common Stock, as of April 1, 2005, was 3,755,420. DOCUMENTS INCORPORATED BY REFERENCE Those sections or portions of the definitive proxy statement of SigmaTron International, Inc., for use in connection with its annual meeting of stockholders, which will be filed within 120 days of the fiscal year ended April 30, 2004, are incorporated by reference into Part III of this Form 10-K. EXPLANATORY NOTE FOR FILING OF FORM 10-K/A This amendment No. 1 to SigmaTron International, Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year ended April 30, 2004, which was originally filed on July 20, 2004 (the "Original Filing"), amends Item 9A of Part II, Item 10 of Part III and Item 15 of Part IV. Item 9A of Part II has been amended so that the language required by Item 9A mirrors the language required by Items 307 and 308 of Regulation S-K. Item 10 of Part III has been amended to indicate that the Company has adopted a code of ethics as defined in Item 406 of Regulation S-K, that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Item 15 of Part IV has also been amended to file a copy of the Company's code of ethics as exhibit 14 and to reflect the inclusion of updated certifications of certain executive officers. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, the following items of the Original Filing are amended in their entirety and the complete text of those Items is set out in this Amendment No. 1 to Form 10-K/A: Part II Item 9A. Controls and Procedures. Part III Item 10. Directors and Executive Officers of the Registrant. Part IV Item 15. Exhibits and Financial Statement and Schedules. The other Items of the Original Filing are unaffected by the changes described above and have not been amended in this Amendment No. 1 to Form 10-K/A. All information in this Amendment No. 1 to Form 10/K-A is as of the date of the Original Filing and does not reflect any subsequent information or events occurring after the date of the Original Filing. Accordingly, this Amendment No. 1 to Form 10-K/A should be read in conjunction with the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings. PART II ITEM 9A. CONTROLS AND PROCEDURES Our management, including our President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2004. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports filed by the Company under the Securities Exchange Act of 1934 (the "Exchange Act"), is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of April 30, 2004. There has been no change in our internal control over financial reporting during the quarter ended April 30, 2004, that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information required under this item is incorporated herein by reference to the Company's definitive proxy statement, filed with the Securities and Exchange Commission not later than 120 days after the close of the Company's fiscal year ended April 30, 2004. The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) and (a)(2) The financial statements, including required supporting schedule, which were listed in the index to Financial Statements and Financial Schedule were previously filed as part of the Form 10-K for the fiscal year ended April 30, 2004, on Page F-1. INDEX TO EXHIBITS (a)(3) 3.1 Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to Registration Statement on Form S-1, File No. 33-72100, dated February 9, 1994. 3.2 Amended and Restated By-laws of the Company, adopted on September 24, 1999, filed as Exhibit 3.2 to the Company's Form 10-K for the year ended April 30, 2000 and hereby incorporated by reference. 10.1 Form of 1993 Stock Option Plan - filed as Exhibit 10.4 to the Company's Registration Statement on Form S-1, File No. 33-72100, and hereby incorporated by reference. *10.2 Form of Incentive Stock Option Agreement for the Company's 1993 Stock Option Plan - filed as exhibit 10.5 to the Company's Registration Statement on Form S-1, File No. 33-72100, and hereby incorporated by reference. *10.3 Form of Non-Statutory Stock Option Agreement for the Company's 1993 Stock Option Plan - filed as Exhibit 10.6 to the Company's Registration Statement on Form S-1, File No. 33-72100, and hereby incorporated by reference. *10.4 1994 Outside Directors Stock Option Plan - filed as Exhibit 10.15 to the Company's Registration Statement on Form S-1, File No. 33-72100, and hereby incorporated by reference. 10.5 The Company's 1997 Directors' Stock Option Plan - filed as Exhibit A to the Company's 1997 Proxy Statement filed on August 18, 1997 and hereby incorporated by reference. 10.6 Organization Agreement between the Company and other Partners of SMT Unlimited L.P. dated September 15, 1994, filed as Exhibit 10.23 to the Company's Form 10-K for the fiscal year ended April 30, 1995 and hereby incorporated by reference.
*10.7 2000 Outside Directors' Stock Option Plan and hereby incorporated by reference - filed as Appendix 1 to the Company's 2000 Proxy Statement filed on August 21, 2000. *10.8 2000 Employee Stock Option Plan - filed as Appendix 2 to the Company's 2000 Proxy Statement filed on August 21, 2000 and hereby incorporated by reference. 10.9 Loan and Security Agreement between SigmaTron International, Inc. and LaSalle National Bank dated August 25, 1999, filed as Exhibit 10.26 to the Company's Form 10-Q for the quarter ended October 31, 1999 and hereby incorporated by reference. 10.10 Amended and Restated Agreement between Nighthawk Systems, Inc. and SigmaTron International Inc., dated January 1, 2000, filed as Exhibit 10.25 to the Company's Form 10-K for the year ended April 30, 2000 and hereby incorporated by reference. 10.11 Lease Agreement # 00-190 between SigmaTron International, Inc. and International Financial Services dated July 18, 2000, filed as Exhibit 10.27 to the Company's Form 10-Q for the quarter ended October 31, 2000 and hereby incorporated by reference. 10.12 Lease Agreement # GE005 between SigmaTron International, Inc. and General Electric Capital Corporation dated December 21, 2000, filed as Exhibit 10.28 to the Company's Form 10-Q for the quarter ended January 31, 2001, and hereby incorporated by reference. 10.13 Lease Agreement # 00-280 between SigmaTron International, Inc. and International Financial Services dated December 12, 2000, filed as Exhibit 10.27 to the Company's Form 10-K for the year ended April 30, 2001 and hereby incorporated by reference. 10.14 Lease Agreement # 200029352 between SigmaTron International, Inc. and Citicorp Vendor Finance, Inc. dated March 15, 2001, filed as Exhibit 10.28 to the Company's Form 10-K for the year ended April 30, 2001 and hereby incorporated by reference. 10.15 Amended Loan and Security Agreement between SigmaTron International, Inc. and LaSalle National Association, dated October 16, 2002, filed as Exhibit 10.27 to the Company's Form 10-Q for the quarter ended October 31, 2002 and hereby incorporated by reference. 10.16 Mortgage and Security Agreement between SigmaTron International, Inc. and LaSalle Bank, dated November 17, 2003, filed as Exhibit 10.19 to the Company's Form 10-Q for the quarter ended October 31, 2003 and hereby incorporated by reference. 10.17 Mortgage Note between SigmaTron International, Inc. and LaSalle Bank, dated November 17, 2003, filed as Exhibit 10.20 to the Company's Form 10-Q for the quarter ended October 31, 2003 and hereby incorporated by reference. 10.18 Amended Loan and Security Agreement between SigmaTron International, Inc. and LaSalle Bank, dated January, 2004, filed as Exhibit 10.21 to the Company's Form 10-Q for the quarter ended January 31, 2004 and hereby incorporated by reference. +10.19 Amended Loan and Security Agreement between SMT Unlimited L.P. and LaSalle Bank, dated June 25, 2004. 14 Code of Ethics. 22.1 Subsidiaries of the Registrant - filed as Exhibit 22.1 of the Company's Registration Statement on Form S-1, File No. 33-72100, and hereby incorporated by reference. +23.1 Consent of Grant Thornton LLP
31.1 Certification of Principal Executive Officer of the Company Pursuant to Rule 13a-14(a) under the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer of the Company Pursuant to Rule 13a-14(a) under the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by the Principal Executive Officer of SigmaTron International, Inc. Pursuant to Rule 13a-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.2 Certification by the Principal Financial Officer of SigmaTron International, Inc. Pursuant to Rule 13a-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
- ---------- * Indicates management contract or compensatory plan. + Indicates Exhibit was previously filed with the Form 10-K for the fiscal year ended April 30, 2004. (b) Reports on Form 8-K The Company furnished a report on Form 8-K on September 8, 2003 to announce financial results for the quarter ended July 31, 2003, and hereby incorporated by reference. The Company furnished a report on Form 8-K on December 8, 2003 to announce financial results for the quarter ended October 31, 2003, and hereby incorporated by reference. The Company furnished a report on Form 8-K on March 8, 2004 to announce financial results for the quarter ended January 31, 2004, and hereby incorporated by reference. (c) Exhibits The Company hereby files as exhibits to this Report the exhibits listed in Item 15(a)(3) above, which are attached hereto or incorporated herein. (d) Financial Statements Schedules The financial schedules in Item 15 were previously filed as part of the Form 10-K for the fiscal year ended April 30, 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead --------------------------- Gary R. Fairhead, President and Chief Executive Officer Dated: April 12 , 2005 EX-14 2 c94162exv14.txt CODE OF ETHICS EXHIBIT 14 SIGMATRON INTERNATIONAL, INC. CODE OF CONDUCT At SigmaTron International, Inc. (the "Company"), we believe that ethical business practices provide the foundation upon which we build competitive excellence and business success. It is important that each of us at SigmaTron understands and abides by the Company's commitment to ethics, integrity, and honesty. As individuals, and collectively as a company, we must conduct ourselves in unwavering compliance with applicable laws, rules and regulations in all aspects of our operations. The Company's steadfast commitment to these principles is essential to our continued success in a growing and increasingly competitive marketplace. This Code of Conduct covers a wide range of business practices and procedures. It does not intend to cover every issue that may arise, but it will serve as a guide to the basic principles and business practices expected of all employees, officers and directors of the Company. This Code of Conduct applies to all employees, officers, and members of the Board of Directors of the Company, and reference herein to employees shall include all Company employees, officers and directors. GENERAL GUIDELINES Each employee shall conduct the Company's business in compliance with the letter and the spirit of all applicable laws and regulations. Each employee shall also conduct himself in an ethical manner in all dealings with the Company, fellow employees, our customers and suppliers, and other third parties. Ethical business conduct should generally exist at a level well above the minimum requirements of the law. In a fundamental sense, this means practicing what is right and honest. Each employee shall avoid those situations which do, or which appear to, present a conflict between his or her personal interest and the best interest of the Company. Employees often stand in a fiduciary relationship to the Company, and a conflict of interest will exist when the employee's personal interest may influence his or her judgment in conducting the Company's business, or may affect the employee's duty to give undivided loyalty to the Company. To avoid potential problems, the channels of communication must be kept open between those who are in a position to know of questionable practices and their supervisory personnel who should have known. Any employee who is, or thinks he or she may be, confronted with a business ethics or conflict of interest problem should immediately request a determination from the Company as to whether or not a problem does in fact exist, and if so, what steps should be taken to correct or avoid it. Such determination shall be made for executive officers and directors by the Audit Committee of the Board of Directors and for all other officers and employees by the Company's Chief Financial Officer. The Company's President and the Company's general counsel will be available to advise and assist in resolving possible business ethics or conflict of interest problems. The Company may from time to time develop and implement business practice directives consistent with this Code of Conduct providing more detailed guidance to it. The Company's employees, all officers and members shall be responsible for the enforcement of and compliance with this Code of Conduct and related directives within their areas of supervisory responsibility, and it is inappropriate for employees to override management controls. BUSINESS ETHICS Each employee's challenge is to make ethical decisions every day amid the many grey areas and complex pressures of doing business in a fast-moving and competitive environment. While it is impossible to set forth all applications of the Code of Conduct to each factual situation which could arise, this section is designed to illustrate how the Code of Conduct applies to the more common categories of business ethics situations. EMPLOYEES AFFECTED Conflicts of interest and other business ethics situations typically arise where an employee is in a position to direct or influence: a) Purchases - the purchasing of goods, materials or services on behalf of the Company. b) Sales - the determination of prices, terms of sale, quantities or quality of the Company's products or services. c) Competitive Position - the determination of product type, costs, quantity, price, sale or delivery terms of Company products or services. d) Investments - the acquisition or disposition of marketable securities, financial interests in other business organizations, real estate or other property. e) Leases - the leasing of property or equipment from other companies. f) Credit or Loans - the extension of credit or money by banks or institutions or to or from outside customers or suppliers. PAYMENTS, GIFTS AND RECORDKEEPING 1. OFFERING GIFTS AND OTHER CONSIDERATIONS The use of Company funds, property or anything else of value for any purpose which would be in violation of any applicable law or regulation is strictly prohibited. In particular, the Company will not, under any circumstances, tolerate the offer, solicitation or giving of any payment by an employee in the nature of an undisclosed commission, kickback or bribe in connection with obtaining or retaining discretionary business, a contract, a competitive award or otherwise bestowing a special favor. Any Company gifts, gratuities or entertainment shall be given only to the extent the same are usual, customary and reasonable in amount and not in consideration for any improper 3 action by the recipient. As a general rule, gifts valued in excess of $250 should not be given by the Company or received by any employee. If an employee believes the giving or receiving of a gift valued in excess of $250 is appropriate in a particular circumstance, advance approval, in writing, must be obtained from the Chief Financial Officer or President. Documentation of all such approvals must be retained on file for audit review. A series of gifts under $250 but aggregating more than $250 to a single recipient in a short period of time would, of course, not be permissible under the above rule. Participation in business related functions, including the giving of lunches or other meals on occasion is a normal and permissible business practice. So long as an employee of the Company is present, these and other customary forms of entertainment such as lunches, dinners, other meals, sports, theater or entertainment tickets, or golf outings are not governed by the $250 limitation outlined above for gifts. However, care must be exercised to ensure that they are appropriate and that their value and frequency are not excessive. If an employee of the Company is not present, the $250 limitation applies. 2. ACCEPTING GIFTS AND OTHER CONSIDERATIONS No employee, or member of his or her immediate family, should accept gifts or anything else of value from anyone having or seeking business with the Company, other than non-cash gifts of nominal value generally used for promotional purposes by the donor. As a general rule, "nominal value" is defined as not exceeding $250 in aggregate annual value. Receipt of gifts in excess of that value are subject to the approvals set forth in Section 1 above. As with giving gifts and other considerations, the acceptance of lunches or other meals on occasion is a normal and permissible business practice. So long as a representative of the donor is present, these and other forms of entertainment described above are not covered by the $250 limitation. However, if a representative of the donor is not present, these and other forms of entertainment are governed by the $250 annual limitation outlined above for gifts. In all cases, care must be exercised to ensure that they are appropriate and their value and frequency are not excessive. An employee should not accept loans from any persons or entities having or seeking business with the Company except recognized financial institutions at normal interest rates prevailing at the time of borrowing. In summary, nothing should be accepted which could impair, or appear to impair, an employee's ability to perform Company duties or to exercise judgment in a fair and unbiased manner. 4 3. DOCUMENTATION AND RECORDKEEPING No false or misleading entries shall be made in the books and records of the Company for any reason whatsoever. The documentation evidencing each transaction effected and each payment made on behalf of the Company shall fairly represent the nature of the transaction or the purpose of the payment. No payment shall be made to any person with the intent or understanding that any part of such payment is to be used for any purpose or remitted to any other person or entity other than as described by the invoice or other document supporting the payment. Any entries in expense reports shall fully and accurately disclose the amount and the purpose for the expenditure. Similarly, any withdrawals from a petty cash account shall be fully supported by appropriate documentation. The use of no Company fund or asset is permitted unless it is fully and properly recorded on the books and records of the Company or is specifically excepted from such recording pursuant to generally accepted accounting principles. CONFLICTS OF INTEREST A conflict of interest arises in any situation in which an employee has a personal interest that influences or appears to influence the employee's judgment or action in conducting the Company's business. The following are the most common types of conflicts of interest: 1. BUSINESS INTEREST No employee shall serve as a director, officer, partner, employee, consultant, agent or representative of a competitor of, vendor to, or customer of the Company without specific approval. If the employee is a director or an executive officer, approval is to be from the Board of Directors. For any other employee, the President or appropriate Vice President to whom the employee ultimately reports shall review and approve the matter unless the President or Vice President believes that a conflict may exist in which case that officer shall refer the matter to the Company's Chief Financial Officer for determination. It shall not be a conflict of interest under this paragraph for an employee to own less than 5% of the capital stock of a publicly traded competitor, customer or vendor. 2. INDIRECT INTERESTS With respect to indirect interests and relationships, there are three general rules to follow. First, an employee should not make or influence a decision relating to the 5 Company's engaging in business with a relative of the employee. Second, an employee should not derive an indirect benefit from a Company transaction involving a relative. Third, an employee should disclose (as provided in Section 1, Business Interest) any situation in which a relative has a material interest in a competitor or in any Company transaction. 3. INFORMATION USAGE An employee should not use for personal benefit information concerning any aspect of the Company's business or information or that of any customer or vendor acquired as a result of his or her relationship with the Company. Moreover, such information should not be disclosed to any other person or entity except as required in the performance of Company duties or as expressly authorized by the Company. As a public company, disclosure of the Company's financial and other information not made public exposes employees not only to civil liabilities but also to administrative and criminal penalties. An employee can also be held liable to the Company for any benefit gained from improper use of such information or any damages sustained by the Company as a result of improper disclosure of such information. CONTRACT COMPLIANCE It is the responsibility of each employee, consultant or subcontractor of the Company to conduct the Company's business in compliance with the letter and spirit of all applicable laws and regulations. This includes the conduct of the Company's business through its contracts. Employees, consultants and subcontractors shall negotiate and perform the Company's contracts in an ethical manner and in compliance with this Code of Conduct. There are, when dealing with the United States Government ("Government"), additional contract compliance requirements to be met. Please contact the Company's Chief Financial Officer in case an employee's dealings on behalf of the Company involve the Government. FAIR BUSINESS PRACTICES It is the Company's policy to observe both the letter and the spirit of the fair business laws of the United States and similar laws of the countries in which we do business. The fundamental objective of these laws, including the antitrust laws, is to protect and promote competition and free enterprise for the benefit of consumers. These laws reflect the belief that, in a marketplace characterized by honest and vigorous competition, the most innovative and efficient firms will thrive, scarce resources will be allocated to their most valued uses, and consumers will have the best products and services available at the lowest price. Our free enterprise system and the health of the nation's economy depend to a great extent on the competitive process and on rigorous enforcement of the antitrust laws, which is essential to the competitive process. 6 Accordingly, the Company is committed to the fundamental public policy goals embodied in these laws. We do not expect that all employees will be familiar with all laws, rules, and regulations; we do expect that all employees recognize when to seek advice from supervisors, managers, or other appropriate personnel. 1. COLLUSION Agreements (formal or informal) between competitors to fix prices or bids, to allocate customers or territories, or to impose common terms of sale are violations of the antitrust laws. Such agreements can result in criminal and civil prosecution and are illegal regardless of their reasonableness. Agreements can be inferred from the overall conduct of the parties including meetings, telephone calls, parallel business behavior or the absence of competition between parties who would be likely competitors. 2. PREDATION Attempts to control or limit market competition through the intentional use of existing market power are illegal. Markets are defined as a given type of product or service in a logical geographic area. Predatory pricing aimed at squeezing another competitor is unlawful. When we possess a dominant market share because of natural growth, by franchise or otherwise, it is improper to impose unreasonable contract or pricing terms, or to leverage our position in one market into another by using discriminatory pricing. Even where we do not possess a dominant market share, charges of attempted monopoly can be derived from marketing or sales plans which target specific competitors. 3. OTHER FAIR BUSINESS REQUIREMENTS Misrepresentation of any material fact in any business setting may constitute fraud which the Company will not condone. Inducing a customer to breach an existing contract, providing kickbacks to customers, making defamatory statements concerning competitors, wrongful acquisition and use of truly confidential competitor information (such as customer lists) and ignoring an employee's non-compete obligations to a former employer/competitor are examples of unfair business practices which needlessly expose the Company to civil lawsuits and loss of reputation. 4. DEALING WITH BUSINESS PARTNERS In some instances, the Company has affiliated itself with potential competitors through joint venture agreements. In these cases, the limited scope of the venture must be clearly defined and understood by Company personnel. Business not within the defined scope of 7 a venture must not be discussed with the venture partner. Such discussions subject all of the partners to charges of collusion and criminal as well as civil liability. Company employees must be sensitive to the foregoing types of conduct and avoid situations from which unlawful conduct could be inferred. Lawsuits are won and lost on circumstantial evidence, i.e. do all the circumstances suggest something is true. Consequently, Company employees should scrupulously avoid situations which may convey an erroneous impression that they are engaging in improper conduct. DISTRIBUTION OF CODE OF CONDUCT A copy of the Code of Conduct will be distributed annually to each employee by the Department of Human Resources. Each employee will sign an acknowledgment that the employee has read the Code of Conduct and agrees to report any infractions of which he is aware as provided in the following paragraph. Each employee will return the signed acknowledgment to the Department of Human Resources. The Code of Conduct will also be reported to the Securities and Exchange Commission as appropriate in the Company's periodic filings and is available on the Company's website. To the extent required or permitted by the rules of the SEC and Nasdaq, the Company will disclose amendments and waivers relating to the Code of Conduct in the same manner. REPORTING VIOLATIONS Any employee with knowledge of an infraction of the Code of Conduct has an obligation to report it to the Chief Financial Officer, the President, or the Company's general counsel. The Chief Financial Officer or the President will review any issues reported to him or her on a confidential basis with the Company's general counsel. Where appropriate, the Chief Financial Officer or President will meet with the employee to review any such matter and carry out any investigation the Chief Financial Officer or President believes to be appropriate. The Chief Financial Officer or President will notify the Vice President to whom the employee directly or indirectly reports of the outcome of any such investigation. The identity of any employee making a report under this Code of Conduct will be kept confidential, unless otherwise required by law. 8 POLICY AGAINST RETALIATION Employees who report suspected violations or voice other concerns are assured that the Company will not tolerate any retaliation for reports made in good faith. The Company prohibits any employee from retaliating or taking adverse action of any kind against anyone for raising or helping to resolve a conduct concern. Any individual who is found to have engaged in retaliation against an employee for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including immediate termination. If any individual believes he or she has been subjected to such retaliation, that individual is encouraged to report the situation as soon as possible to the President, Chief Financial Officer or the general counsel. ENFORCEMENT AND ACCOUNTABILITY Violation of any provision of this Code of Conduct will be considered sufficient grounds for disciplinary action, including the possibility of immediate termination of employment and may also be grounds for legal action against such employee, including, but not limited to seeking reimbursement for the Company of any funds or amounts for which the Company may become liable or which the employee has wrongfully disbursed or caused to be disbursed. In addition, the Company may report suspected violations to appropriate third parties, including law enforcement personnel or regulatory authorities. ASSISTANCE Questions regarding any provision of the Code of Conduct should be directed to the Chief Financial Officer, the President, or the Company's general counsel. As of the effective date of this Code of Conduct, the Company's President is Gary R. Fairhead, the Company's Chief Financial Officer is Linda K. Blake, and Sandy Miedema is Director of Human Resources. The Company's general counsel is Henry J. Underwood, Defrees & Fiske, 200 South Michigan Avenue, Chicago, IL 60604, telephone number 312/372-4000, fax number 312/939-5617. THE BOARD OF DIRECTORS Adopted: May 3, 2004 9 ACKNOWLEDGMENT OF RECEIPT I have received a copy of the Company's Code of Conduct. I agree to abide by the Code of Conduct and to report infractions known to me as set forth in the Code of Conduct. _____________________________ Signature of Employee _____________________________ Printed Name of Employee _____________________________ Date EXHIBIT 14 DIRECTIVE UNDER SIGMATRON INTERNATIONAL, INC. CODE OF CONDUCT PAYMENTS, GIFTS AND RECORDKEEPING In order for gifts made or received by Company employees, officers and directors ("employees") to be monitored by the Company, each employee is directed to notify the Chief Financial Officer of any gift valued in excess of $50.00 that is made by the employee on behalf of the Company or received by the employee from anyone having or seeking business with the Company. A series of gifts under $50 but aggregating more than $50 to a single recipient in a short period of time would require reporting under this Directive. Gifts made or received that are specifically exempted under the Code of Conduct, such as items or events constituting entertainment where an employee of the Company, in case of making the gift, or the donor or an employee of the donor, in case of receiving the gift, is present, remain exempt under this Directive. From time to time, as the Chief Financial Officer deems appropriate, but no less frequently than once each year, the Chief Financial Officer shall review the record of such gifts and, if significant trends appear, the Chief Financial Officer shall discuss such trends with the President in order to decide whether management shall recommend to the Board of Directors any changes in the policies set forth in the Payments, Gifts and Recordkeeping section of the Code of Conduct. ISSUED: June 18, 2004 EX-31.1 3 c94162exv31w1.txt 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF SIGMATRON INTERNATIONAL, INC. PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary R. Fairhead, President and Chief Executive Officer of SigmaTron International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K/A of SigmaTron International, Inc.; 2. Based on my knowledge, this 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 report; 3. [Intentionally Omitted]; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b. [Paragraph omitted pursuant to SEC Release 34-47986]; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 12, 2005 /s/ Gary R. Fairhead ----------------------------------------- Gary R. Fairhead President and Chief Executive Officer of SigmaTron International, Inc. EX-31.2 4 c94162exv31w2.txt 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF SIGMATRON INTERNATIONAL, INC. PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Linda K. Blake, Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K/A of SigmaTron International, Inc.; 2. Based on my knowledge, this 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 report; 3. [Intentionally Omitted]; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b. [Paragraph omitted pursuant to SEC Release 34-47986]; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 12, 2005 /s/ Linda K. Blake ------------------------------------------ Linda K. Blake Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc. EX-32.1 5 c94162exv32w1.txt 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER EXHIBIT 32.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER OF SIGMATRON INTERNATIONAL, INC. PURSUANT TO RULE 13a-14(b) UNDER THE EXCHANGE ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) I, Gary R. Fairhead, am President and Chief Executive Officer of SigmaTron International, Inc. (the "Company"). This certification is being furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Company's Annual Report on Form 10-K/A, for the year ended April 30, 2004 (the "Report"). I hereby certify that to the best of my knowledge: (a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78 m(a) or 78o(d)); and (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 12, 2005 /s/ Gary R. Fairhead ---------------------------------------- Gary R. Fairhead President and Chief Executive Officer of SigmaTron International, Inc. EX-32.2 6 c94162exv32w2.txt 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER EXHIBIT 32.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER OF SIGMATRON INTERNATIONAL, INC. PURSUANT TO RULE 13a-14(b) UNDER THE EXCHANGE ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) I, Linda K. Blake, am Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc. (the "Company"). This certification is being furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Company's Annual Report on Form 10-K/A for the year ended April 30, 2004 (the "Report"). I hereby certify that to the best of my knowledge: (a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78 m(a) or 78o(d)); and (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 12, 2005 /s/ Linda K. Blake ------------------------------------------ Linda K. Blake Chief Financial Officer, Secretary and Treasurer of SigmaTron International, Inc. -----END PRIVACY-ENHANCED MESSAGE-----