SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-K/A

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended June 30, 2002

OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____to____

Commission file number 0-24802

EDELBROCK CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 33-0627520
(I.R.S. Employer Identification No.)

2700 California Street
Torrance, California 90503
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (310) 781-2222

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value
(Title and 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 II of this Form 10-K or any amendments to this Form 10-K. [   ]

The aggregate market value of voting stock held by non-affiliates of the Registrant, as of September 20, 2002 was approximately $21,102,000 (based upon the closing price for shares of the Registrant’s Common Stock as reported by the NASDAQ Stock Market for that date). For purposes of the foregoing calculation only, all directors and executive officers of the registrant and each person who may be deemed to beneficially own more than 5% of the registrant’s Common Stock have been deemed affiliates.

On September 20, 2002, 5,451,915 shares of the Registrant’s Common Stock, $.01 par value, were outstanding of which 1,935,974 were held by non-affiliates.

DOCUMENT INCORPORATED BY REFERENCE

Information required by Part III (Items 10, 11, 12 and 13) is incorporated by reference to the Company’s definitive proxy statement for its 2002 Annual Meeting of Shareholders.

TABLE OF CONTENTS

	CONSOLIDATED STATEMENTS OF INCOME
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNATURES

AMENDMENT NO. 1

Edelbrock Corporation hereby amends, as set forth below, its Annual Report on Form 10-K for the fiscal year ended June 30, 2002 filed on September 27, 2002 to correct typographical errors shown on the following line items:

1.	“Selling, general and administrative” in its “Consolidated Statements of Income”
2.	Common stock options “Outstanding at June 30, 2002” and Options exercisable (vested) at June 30, 2002” in its “Notes to Consolidated Financial Statements footnote 9.”
3.	Common stock warrants “Outstanding at June 30, 2002” and Options exercisable (vested) at June 30, 2002” in its “Notes to Consolidated Financial Statements footnote 9.”
4.	Employee stock options “Weighted-average Exercise price for shares outstanding” and “exercisable weighted-average exercise price” in its “Notes to Consolidated Financial Statements footnote 9.”
5.	Non-employee options and warrants “Weighted-average Exercise price for shares outstanding” and “exercisable weighted-average exercise price” in its “Notes to Consolidated Financial Statements footnote 9.”

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EDELBROCK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

			Year Ended June 30,
			2000		2001		2002
Revenues (Note 7)			$	121,173,000	$	115,630,000	$	123,579,000
Cost of sales				74,315,000		72,734,000		78,074,000
		Gross profit		46,858,000		42,896,000		45,505,000
Operating expenses
	Selling, general and administrative			30,762,000		31,607,000		33,151,000
	Research and development			3,688,000		3,651,000		3,852,000
		Total operating expenses		34,450,000		35,258,000		37,003,000
Operating income				12,408,000		7,638,000		8,502,000
Interest expense				196,000		283,000		96,000
Interest income				385,000		227,000		53,000
Income before taxes on income				12,597,000		7,582,000		8,459,000
Taxes on income (Note 5)				4,549,000		2,790,000		3,099,000
Net income			$	8,048,000	$	4,792,000	$	5,360,000
Net income per share (Note 9):
Basic net income per share *			$	1.41	$	0.86	$	0.98
Diluted net income per share *			$	1.41	$	0.86	$	0.98
Basic weighted average number of shares outstanding *				5,697,000		5,585,000		5,492,000
Effect of dilutive stock options and warrants *				7,000		—		1,000
Diluted weighted average number of shares outstanding *				5,704,000		5,585,000		5,493,000

* Earnings per share and share amounts have been retroactively adjusted to account for the Company’s 10% stock dividend.
See Note 9 of Notes to Consolidated Financial Statements.

See accompanying notes to consolidated financial statements.

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — Shareholders’ Equity (continued)

     1994 Incentive Equity Plan

The Company adopted the Edelbrock Corporation 1994 Incentive Equity Plan (the “Plan”) that authorizes the granting of options to purchase shares of Common Stock, stock appreciation rights, restricted shares, deferred shares, performance shares and performance units. The maximum number of shares of Common Stock transferred, plus the number of shares of Common Stock covered by outstanding awards granted under the Plan, shall not, in the aggregate exceed 618,750*. The stock options have been granted at the current quoted market price at the date of grant.

A summary of changes common stock options for employees during 2000, 2001, and 2002 are as follows:

			Weighted Average
	Number of		Exercise Price		Aggregate
	Shares *		Per Share *		Exercise Price *
Outstanding at July 1, 1999		379,279	$	12.00	$	4,550,003
Granted		0		—		0
Exercised		2,640		12.27		32,400
Cancelled		8,647		13.78		119,128
Outstanding at June 30, 2000		367,992		11.95		4,398,475
Granted		49,672		10.29		511,275
Exercised		0		—		0
Cancelled		47,229		13.23		624,888
Outstanding at June 30, 2001		370,435		11.57		4,284,862
Granted		0		—		0
Exercised		2,200		11.36		25,000
Cancelled		5,746		11.37		65,313
Outstanding at June 30, 2002		362,489		11.57	$	4,194,549
Options exercisable (vested) at June 30, 2002		331,551	$	11.64	$	3,858,814

* On June 7, 2002, the Company paid a 10% stock dividend; accordingly, the number of shares, weighted average exercise price per share, and aggregate exercise price have been retroactively adjusted.

1994 Stock Option Plan For Non-Employee Directors and Common Stock Warrants Issued to Third Parties

Additionally, the Company adopted the Edelbrock Corporation 1994 Stock Option Plan for Non-Employee Directors (“Director Plan”), which authorizes the granting of non-qualified stock options to certain non-employee directors of the Company. The maximum number of shares granted under the Director Plan shall not exceed 25,000 shares of Common Stock. Initial grants of options under the Director Plan totaled 14,000. Three grants of 3,500 shares each were made at the initial offering price of $12.50 per share and one grant of 3,500 shares was granted at a price of $12.75 per share. In November 1998, one director resigned and exercised his vested options; the Company then elected a new director and granted 3,500 shares at a price of $16.375 per share. In November 2000, one director resigned and forfeited his vested options. In March 2001, the Company elected a new director and granted 3,500 shares at a price of $10.56 per share.

On February 2, 1996, the Company issued warrants to purchase 100,000 shares of common stock at $14.75 per share to RICOR Racing and Development L.P. (“RICOR”). The warrants were granted at the current quoted market price at the date of grant. The warrants originally vested 20% on December 31 of each year for a period of five years with the first 20% vesting on December 31, 1996.

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — Shareholders’ Equity (continued)

On February 19, 1999, for consideration of Amendment No. 4 to the Licensing Agreement (see Note 6), the Company accelerated the vesting allowing the Warrants to purchase 100,000 shares to become fully exercisable at the date of the amendment. In addition, the Company issued two sets of Warrants to purchase 22,414 and 11,501 shares of common stock at $18.00 and $22.00 per share, respectively, to RICOR. The Warrants were granted at a price higher than the current quoted market price at the date of grant. The first set of warrants vest at 33.3% on December 31 of each year for a period of three years. The second set of warrants vest at 20% on December 31 of each year for a period of 5 years. The first set of warrants expired on February 18, 2002. The second set of warrants expire on February 18, 2006.

On June 26, 2000, the Company issued 8,000 shares of common stock at $10.125 per share to Automotive Systems Group Inc. and issued warrants to purchase 80,000 shares of the Company’s common stock at an exercise price of $11.00 to JG Engine Dynamics, Inc. The warrants vest annually on June 1st of each year through a period of 4 years with the first 25% vesting on June 1, 2001. The exercise term starts June 1, 2001 and expires on May 31, 2010 (see Note 6).

A summary of changes in options for non-employee directors and common stock warrants during 2000, 2001, and 2002 are as follows:

			Weighted Average
	Number of		Exercise Price		Aggregate
	Shares *		Per Share *		Exercise Price *
Outstanding at July 1, 1999		158,856	$	14.33	$	2,277,144
Granted		88,000		10.00		880,000
Exercised		0		—		0
Cancelled		0		—		0
Outstanding at June 30, 2000		246,856		12.79		3,157,144
Granted		3,850		9.60		36,960
Exercised		0		—		0
Cancelled		3,850		11.59		44,625
Outstanding at June 30, 2001		246,856		12.76		3,149,479
Granted		0		—		0
Exercised		0		—		0
Cancelled		24,655		16.36		403,452
Outstanding at June 30, 2002		222,201	$	12.36	$	2,746,027
Warrants exercisable (vested) at June 30, 2002		159,721	$	12.92	$	2,064,332

* On June 7, 2002, the Company paid a 10% stock dividend; accordingly, the number of shares, weighted average exercise price per share, and aggregate exercise prices have been retroactively adjusted.

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — Shareholders’ Equity (concluded)

The following table summarizes information about stock options and warrants outstanding at June 30, 2002:

Employee stock options:

	Number				Weighted-Average		Number		Exercisable
Range of	of Shares		Weighted-Average		Exercise Price		of Shares		Weighted-
Exercise	Outstanding at		Remaining		for Shares		Exercisable at		Average
Prices *	June 30, 2002 *		Contractual Life		Outstanding *		June 30, 2002 *		Exercise Price *
$10.00 - $11.36		336,089		3.82	$	11.26		307,351	$	11.34
$12.27		1,100		3.86	$	12.27		1,100	$	12.27
$14.55 - $17.73		25,300		6.24	$	15.73		23,100	$	15.58
$10.00 - $17.73		362,489		3.56	$	11.57		331,551	$	11.64

The weighted average fair value of options granted during the year ended June 30, 2001 was $5.29. No options were granted during the year ended June 30, 2002.

Non-employee options and warrants:

	Number				Weighted-Average		Number		Exercisable
Range of	of Shares		Weighted-Average		Exercise Price		of Shares		Weighted-
Exercise	Outstanding at		Remaining		for Shares		Exercisable at		Average
Prices *	June 30, 2002 *		Contractual Life		Outstanding *		June 30, 2002 *		Exercise Price *
$9.60 - $20.00		222,201		6.35	$	12.36		159,721	$	12.92

The weighted average fair value of warrants granted during the year ended June 30, 2001 was $5.20. No warrants were granted during the year ended June 30, 2002.

* The number of shares outstanding and exercisable and the weighted average exercise price for shares outstanding and exercisable for both common stock options and non-employee options and warrants have been adjusted to reflect to Company’s 10% stock dividend issued on June 7, 2002.

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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 it behalf by the undersigned, thereunto duly authorized.

October 17, 2002 EDELBROCK CORPORATION

By:	ARISTEDES T. FELES
	Aristedes T. Feles Vice President Finance, Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
* O. Victor Edelbrock	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	October 17, 2002
* Jeffrey L. Thompson	Executive Vice President, Chief Operating Officer and Director	October 17, 2002
ARISTEDES T. FELES Aristedes T. Feles	Vice-President, Finance and Director (Principal Financial Officer and Principal Accounting Officer)	October 17, 2002
* Cathleen Edelbrock	Vice President of Advertising, and Director	October 17, 2002
* Timothy D. Pettit	Director	October 17, 2002
* Dr. Cornelius J. Pings	Director	October 17, 2002
* Jerry Herbst	Director	October 17, 2002
* Richard Wilbur	Director	October 17, 2002
ARISTEDES T. FELES *By:  Aristedes T. Feles        Attorney-in-fact		October 17, 2002

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