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Edac Technologies Corp · 10-K/A · For 12/29/01

Filed On 4/29/02 · SEC File 0-14275 · Accession Number 950134-2-4312

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/29/02  Edac Technologies Corp            10-K/A     12/29/01    1:10                                     Bowne of Dallas I..01/FA

Amendment to Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Form 10-K                                10     50K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management
1	1st Page
3	Item 10. Directors and Executive Officers of the Registrant
5	Item 11. Executive Compensation
7	Item 12. Security Ownership of Certain Beneficial Owners and Management

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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
For the fiscal year ended December 29, 2001.

[ ] 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 0-14275

Edac Technologies Corporation
(Exact Name of Registrant as Specified in Its Charter)

Wisconsin 39-1515599
------------------------------ -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Identification No.)
Organization)

1806 New Britain Avenue, Farmington, Connecticut 06032
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (860)-677-2603

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

Name of Each Exchange
Title of Each Class on Which Registered

N/A N/A
------------------------ ---------------------

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0025 par value
------------------------------
(Title of 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. [ ]

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As of February 22, 2002, 4,386,038 shares of Common Stock were
outstanding, and the aggregate market value of the Common Stock (based upon the
$2.00 closing price on that date on the OTC Bulletin Board) held by
nonaffiliates (excludes shares reported as beneficially owned by directors and
officers - does not constitute an admission as to affiliate status) was
approximately $7,378,316.

DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K
Into Which Portions of
DOCUMENT Document are Incorporated
-------- -------------------------

Annual Report to Shareholders Part II
for the year ended
December 29, 2001

Edac Technologies Corporation (the "Company") is hereby amending its
Annual Report on Form 10-K for the year ended December 29, 2001, as filed with
the Securities and Exchange Commission on April 15, 2002. Items 10,11 and 12 are
hereby amended in their entirety as follows:

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

NOMINEES

The following table sets forth, as of April 29, 2002, the name, age and
principal occupation of each director of the Company:

[Enlarge/Download Table]

DIRECTOR PRINCIPAL
NAME (AND AGE) SINCE OCCUPATION (1)
-------------- ----- --------------

Richard A. Dandurand (46)(4) 2000 Chief Executive Officer of the Company
Robert J. Gilchrist (56)(2)(3) 1998 Managing Director, Horton International, LLC
(management consulting and executive search firm)
John Kucharik (51)(4) 2000 Chief Executive Officer,
IPC, Inc. (custom powder coater, e-coater and
electro-plating company)
Ronald G. Popolizio (43) 2001 Executive Vice-President, Chief Financial
Officer and Secretary of the Company
Stephen J. Raffay (74)(2)(3)(4) 2000 Retired Vice-Chairman,
Emhart Corporation (a manufacturer of various
machinery and consumer products)
Daniel C. Tracy (61)(2)(3)(4) 1999 Business Consultant

(1) The principal occupation of each director during the past five years
was that shown in the table, except that: (1) Mr. Dandurand was
President of Stanley Access Technologies from 1997 to 2000 and
President of Stanley Door Systems from 1994 to 1997, both subsidiaries
of The Stanley Works; (2) Mr. Gilchrist was General Manager at
Ensign-Bickford Industries (diversified manufacturing company with
principal operations in blast initiation for the aerospace and mining
industries) until 1995; (3) Mr. Kucharik was President and Chief
Executive Officer of MVE, Inc. (manufacturer of cryogenic holding tanks
and equipment) from 1997 to 2000. Prior to 1997, Mr. Kucharik was
President of General Signal Pump Group (manufacturer of water pumps)
from 1995 to 1997; (4) Mr. Popolizio joined the Company in February
1997 as Vice President, Chief Financial Officer and Secretary, and
became Executive Vice President in June 1998. From 1994 until joining
the Company, Mr. Popolizio was Controller for The Connecticut Spring
and Stamping Corporation. Prior to 1994, he was Chief Financial Officer
with MRMC, Inc., a Rostra holding company; (5) Mr. Raffay served as a
senior executive and as a Director of Emhart Corporation until his
retirement as Vice Chairman in 1987. Since then he has done consulting
work and serves as a member of the boards of directors for a number of
companies; and (6) Mr. Tracy was a partner with Arthur Andersen from
1963 until his retirement in 1998.

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(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Strategic Planning Committee.

EXECUTIVE OFFICERS

The following table sets forth, as of April 29, 2002, the name, age and
current position of each executive officer of the Company:

[Download Table]

NAME AGE OFFICE
---- --- ------

Richard A. Dandurand 46 Chief Executive Officer
Ronald G. Popolizio 43 Executive Vice President, CFO and Secretary

Mr. Dandurand joined the Company in December 2000. Mr. Dandurand was
President of Stanley Access Technologies from 1997 to 2000 and President of
Stanley Door Systems from 1994 to 1997, both subsidiaries of The Stanley Works.

Mr. Popolizio joined the Company in February 1997 as Vice President,
Chief Financial Officer and Secretary. He became Executive Vice President in
June 1998. From 1994 until joining the Company, Mr. Popolizio was Controller for
The Connecticut Spring and Stamping Corporation. Prior to 1994, he was Chief
Financial Officer with MRMC, Inc., a Rostra holding company.

Officers are elected annually by and serve at the discretion of the
Board of Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the
"Commission") initial reports of beneficial ownership on Form 3 and reports of
changes in beneficial ownership of the Company's equity securities on Form 4 or
5. The rules promulgated by the Commission under section 16(a) of the Exchange
Act require those persons to furnish the Company with copies of all reports
filed with the Commission pursuant to section 16(a). Based solely upon a review
of such forms actually furnished to the Company, all directors, executive
officers and 10% stockholders have filed with the Commission on a timely basis
all reports required to be filed under section 16(a) of the Exchange Act with
the following exceptions: Mr. Gilchrist reported late seven purchases requiring
one Form 4 report on a Form 5. Mr. Pagano filed late one Form 4 reporting five
purchases. Mr. Moses, the only 10% stockholder, has not filed any reports under
section 16(a) of the Exchange Act.

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ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION INFORMATION. The following table sets forth certain
information for the years indicated below concerning compensation paid to,
earned by or awarded to the Company's Chief Executive Officer during 2001 and
the only other executive officer of the Company whose total annual salary and
bonus during 2001 exceeded $100,000 (collectively, the "named executive
officers").

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

ANNUAL COMPENSATION LONG TERM
------------------- COMPENSATION
------------
AWARDS
SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS/ ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION SARS COMPENSATION
POSITION YEAR ($) ($) ($) (#) ($) (1)
---------------- ---- -------- ------- ------- -------- ---------

Richard A. Dandurand 2001 250,000 82,500 -- 50,000 1,750
Chief Executive 2000 19,321 -- -- 100,000 --
Officer (2)
Ronald G. Popolizio 2001 172,500 91,400 -- 100,000 1,750
Executive Vice 2000 165,000 -- -- 25,000 1,750
President CFO 1999 157,789 -- -- -- 3,736
and Secretary

(1) Represents payments to defined contribution plans.

(2) Mr. Dandurand became the Chief Executive Officer on December 1, 2000.

OPTION GRANTS. The following table provides certain information regarding stock
options granted to the named executive officers in 2001.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

[Enlarge/Download Table]

INDIVIDUAL GRANTS
---------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM ($) (2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED (#) FISCAL YEAR (1) ($/SH) DATE 5% 10%
---- ----------- --------------- ------ ---------- -------- ----------

Richard A. Dandurand (3) 50,000 25.2% 2.05 11/30/11 64,462 163,359

Ronald G. Popolizio (4) 100,000 50.4 1.3125 2/04/11 82,542 209,179

(1) The percentage is based on options granted to employees. Options for
198,500 shares were granted to employees during the 2001 fiscal year.

(2) The dollar amounts under these columns are the result of theoretical
calculations at 5% and 10% rates set by the Commission, and therefore
are not intended to forecast possible future appreciation, if any, in
the Common Stock.

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(3) Mr. Dandurand's options become exercisable as follows: 20,000 on
November 30, 2002, 15,000 on November 30, 2003 and 15,000 on November
30, 2004.

(4) Mr. Popolizio's options become fully exercisable as follows: 33,333 on
February 5, 2002, 33,333 on February 5, 2003 and 33,334 on February 5,
2004. The Company has agreed that Mr. Popolizio will receive annually a
grant of options for at least 5,000 shares.

FISCAL YEAR-END OPTION VALUES. The following table provides certain information
regarding options held by the named executive officers at December 29, 2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

[Enlarge/Download Table]

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS OPTIONS/SARS AT
AT FISCAL YEAR-END (#) FISCAL YEAR END ($)(1)
--------------------------- -------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- ------------ --------------------------- -------------------------

Richard A. Dandurand -- -- 60,000/140,000 $57,750/86,625
Ronald G. Popolizio -- -- 62,500/100,000 $22,878/58,750

(1) Based on the last reported sale price of the common stock on December
28, 2001 less the option exercise price.

Mr Popolizio's options above reflect the 10% stock dividend paid by the
Company to all shareholders on July 1, 1998.

DIRECTORS' FEES

In 2001, the Company paid directors who are not employees of the
Company a $8,000 annual retainer and $1,000 for each non-telephonic Board of
Directors or Committee meeting attended. The Board Chairman and Committee
Chairmen were paid an additional $500 for each meeting chaired.

EMPLOYMENT AGREEMENTS

Pursuant to an employment agreement with the Company, Mr. Dandurand is
entitled to a minimum annual salary of $250,000 plus an annual incentive bonus
determined by the Compensation Committee of the Board of Directors, a grant of
options to purchase 150,000 shares of Common Stock and various other fringe
benefits. Mr. Dandurand is also entitled to receive a grant of options to
purchase 50,000 shares of Common Stock on December 1, 2001 contingent upon
renewal of the employment agreement. The employment agreement also provides
that, upon termination of employment by the Company for any reason other than
death, disability or cause, Mr. Dandurand will receive severance equal to 18
months of his then base salary and all previously granted stock options will
become immediately exercisable. If Mr. Dandurand's employment is terminated due
to death or disability, he will be entitled to receive a

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prorated cash bonus for the year of termination. The original term of the
employment agreement extends to December 1, 2001, subject to automatic renewal
for additional one-year terms unless notice of termination is given within 45
days of the end of the then current term.

Pursuant to an employment agreement with the Company, Mr. Popolizio is
entitled to a minimum annual salary of $150,000 plus an annual incentive bonus
determined by the Compensation Committee of the Board of Directors and various
other fringe benefits. The agreement also provides that, upon termination of
employment by the Company for any reason other than death, disability or cause,
Mr. Popolizio will receive severance equal to 24 months of his then base
compensation plus 2 times the average of the three highest annual bonus payments
received by him during the five fiscal years prior to termination. If Mr.
Popolizio's employment is terminated due to death or disability, he will receive
a prorated cash bonus for the year of termination.

CHANGE OF CONTROL AGREEMENTS

The Company entered into Change of Control Agreements with Richard A.
Dandurand, the Company's Chief Executive Officer in 2000 and with Ronald G.
Popolizio, the Company's Executive Vice President, Chief Financial Officer and
Secretary in 1999. These agreements essentially act as springing employment
agreements which provide that upon a change of control of the Company (as
defined in the agreement), the executive shall continue to be employed by the
Company for a period of two years for Mr. Dandurand and three years for Mr.
Popolizio in the same capacities and with the same compensation and benefits as
the executive was receiving prior to the change of control (all as specified in
the agreements). If the executive is terminated after the change of control
without cause or he quits for good reason (both as defined in the agreement),
the executive is generally entitled to receive a severance payment from the
Company equal to the amount of compensation to be paid to the executive under
the agreement, in the case of Mr. Dandurand, for two years following termination
if termination occurs during the 180-day period following a change of control
and for 18 months if termination occurs thereafter during the term of the
agreement and, in the case of Mr. Popolizio, for the greater of the balance of
the term of the agreement or one year. A termination by the executive for any
reason during the 180-day period following a change of control is deemed to be
for good reason.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of outside directors. During the
fiscal year ended December 29, 2001, the following board members served on the
Compensation Committee: Robert Gilchrist, Stephen J. Raffay and Daniel C. Tracy.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

SECURITY OWNERSHIP

The following table sets forth information regarding the beneficial
ownership of shares of Common Stock as of February 28, 2002 by (i) each director
and named executive officer (as defined below), (ii) all directors and executive
officers as a group, and (iii) each person or other entity known by the Company
to beneficially own more than 5% of the outstanding Common Stock.

The Company has determined beneficial ownership in accordance with the
rules of the Securities and Exchange Commission. Unless otherwise indicated, the
persons and entities included in the table have

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sole voting and investment power with respect to all shares beneficially owned,
except to the extent authority is shared with spouses under applicable law.
Shares of Common Stock subject to options that are either currently exercisable
or exercisable within 60 days of February 28, 2002 are deemed to be outstanding
and to be beneficially owned by the option holder for the purpose of computing
the percentage ownership of the option holder. However, these shares are not
treated as outstanding for the purpose of computing the percentage ownership of
any other person.

[Download Table]

NUMBER OF SHARES PERCENT
BENEFICIALLY OF
NAME OWNED CLASS
---- ---------------- -------

EDAC Technologies Corporation
Employee Stock Ownership Plan
and Trust (1)
324,495 7.4%
Richard A. Dandurand (2) 74,816 1.7

Robert J. Gilchrist (2) 65,441 1.5

John Kucharik (2) 14,197 *

Ronald G. Popolizio (1)(2) 435,732 9.8

Stephen J. Raffay (2) 13,000 *

Daniel C. Tracy (2) 39,719 *

William B. Bayne Jr. 308,000 7.0

John Moses 541,190 12.3

Francis W. Moskey (1) 419,846 9.6

Glenn L. Purple (1)(2) 347,252 7.9

All Directors and Executive
Officers as a group (6 persons)
(1)(2) 642,905 13.9

----------------------

* Represents beneficial ownership of less than 1%.

(1) Consists of 324,495 shares owned by the EDAC Technologies Corporation
Employee Stock Ownership Plan (the "ESOP"). Voting power is subject to
the direction of the ESOP participants for all allocated shares, and
the Trustees of the ESOP may only vote such shares if a participant
fails to direct the voting of the shares allocated to his or her
account. As of February 28, 2002, all of the 324,495 shares owned by
the ESOP had been allocated to participants. The Trustees of the ESOP
do not have investment power as to any of the shares owned by the ESOP.
The Trustees of the ESOP are as follows:

Ronald G. Popolizio Glenn L. Purple
Francis W. Moskey

(2) The number of shares shown includes the following shares which may be
acquired by exercise of options which are currently exercisable or
exercisable within 60 days of February 28, 2002: 60,000

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as to Mr. Dandurand; 36,000 as to Mr. Gilchrist; 10,000 each as to
Messrs. Kucharik and Raffay; 20,000 as to Mr. Tracy; 94,333 as to Mr.
Popolizio; 4,667 as to Mr. Purple; and 230,333 as to all executive
officers and directors as a group.

The address of each of the current directors of the Company and the
ESOP is the principal business address of the Company. The address of Mr. Bayne
is 714 South 19th Street, Arlington, VA 22202. The address of Mr. Moses is 3616
North Albemarle Street, Arlington, VA 22207.

The above beneficial ownership information is based upon information
furnished by the specified persons and is determined in accordance with
Securities and Exchange Commission Rule 13d-3, as required for purposes of this
Proxy Statement. It is not necessarily to be construed as an admission of
beneficial ownership for other purposes and may include shares as to which
beneficial ownership is disclaimed.

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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 Form 10-K/A to be signed on its
behalf on April 29, 2002 by the undersigned, thereunto duly authorized.

EDAC TECHNOLOGIES CORPORATION

BY /s/Richard A. Dandurand
---------------------------------
Richard A. Dandurand,
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-K/A has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

[Enlarge/Download Table]

Signatures Title Date

/s/Richard A. Dandurand Chairman and Chief April 29, 2002
-------------------------------------------- Executive Officer
Richard A. Dandurand

/s/Ronald G. Popolizio Executive Vice President, April 29, 2002
-------------------------------------------- Chief Financial Officer
Ronald G. Popolizio and Director
(Principal Financial and
Accounting Officer)

* Director April 29, 2002
--------------------------------------------
Robert J. Gilchrist

* Director April 29, 2002
--------------------------------------------
John M. Kucharik

* Director April 29, 2002
--------------------------------------------
Stephen J. Raffay

* Director April 29, 2002
--------------------------------------------
Daniel C. Tracy

/s/Richard A. Dandurand April 29, 2002
--------------------------------------------
*Attorney-in-Fact

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K/A Filing	Date	First	Last	Other Filings

	7/1/98	6
	12/1/00	5
	12/1/01	6	7
	12/28/01	6
For The Period Ended	12/29/01	1	7	10-K, NT 10-K
	2/5/02	6
	2/22/02	2		8-K
	2/28/02	7	8
	4/15/02	2		10-K
Filed On / Filed As Of	4/29/02	3	10
	11/30/02	6
	2/5/03	6
	11/30/03	6
	2/5/04	6
	11/30/04	6

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Edac Technologies Corp · 10-K/A · For 12/29/01

Filed On 4/29/02 · SEC File 0-14275 · Accession Number 950134-2-4312

Amendment to Annual Report · Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Annual Report · Form 10-K
Filing Table of Contents