SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 ON FORM 10-K/A TO
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended August 31, 2003 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ended from _________ to _________
Commission File No. 000-00619
WSI INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0691607
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
18151 TERRITORIAL ROAD
OSSEO, MINNESOTA 55369
(Address of principal executing offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (763) 428-4308
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK (PAR VALUE $.10 PER SHARE)
(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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
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The aggregate market value of the common shares held by non-affiliates of the
Registrant on February 21, 2003, the last business day of the Company's most
recently completed second quarter was approximately $2,588,000, based upon the
closing sale price on that date of $1.05 as reported by the Nasdaq SmallCap
System.
Number of shares outstanding of the Company's common stock, par value $.10 per
share, as of December 31, 2003 is 2,551,129.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the annual meeting of shareholders to be
held on January 8, 2004 are incorporated by reference into Part III of the
Company's Annual Report on Form 10-K for the year ended August 31, 2003.
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Description of Amendment
This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of WSI
Industries, Inc. is being filed to provide the certifications called for by
Rules 13a-14(a) and 15d-14(a) in the attached Exhibits 31.1 and 31.2. Therefore,
Item 15(a)(3) of Part IV of the Annual Report on Form 10-K is hereby amended
solely to replace Exhibits 31.1 and 31.2 with the attached.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed As Part of This Report:
3. Exhibits
Exhibit No. Description
31.1 Certification of Chief Executive Officer pursuant to
13a-14 and 15d-14 of the Exchange Act
31.2 Certification of Chief Financial Officer pursuant to
13a-14 and 15d-14 of the Exchange Act
SIGNATURES
Pursuant to the requirements of Section 13 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.
WSI INDUSTRIES, INC.
BY: /s/ Michael J. Pudil
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Michael J. Pudil, President and
Chief Executive Officer
BY: /s/ Paul D. Sheely
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Paul D. Sheely
Vice President and Treasurer
DATE: December 31, 2003
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
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/s/ Michael J. Pudil President, Chief Executive Officer, December 31, 2003
-------------------------------------------- Director
Michael J. Pudil
/s/ Paul Baszucki Director December 31, 2003
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Paul Baszucki
/s/ Melvin L. Katten Director December 31, 2003
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Melvin L. Katten
/s/ George J. Martin Director December 31, 2003
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George J. Martin
/s/ Eugene J. Mora Director December 31, 2003
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Eugene J. Mora
/s/ Michael N. Taglich Chairman of the Board, Director December 31, 2003
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Michael N. Taglich