SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended August 29, 2004 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.
(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.)
213 Chelsea Rd
Monticello, Minnesota 55362
(Address of principal executing offices) (Zip Code)
Registrant's telephone number, including area code: (763) 295-9202
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)
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
------------------------- ----------------------
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
--------- -----------
The aggregate market value of the common shares held by non-affiliates of the
Registrant on February 27, 2004, the last business day of the Company's most
recently completed second quarter was approximately $6,205,000, based upon the
closing sale price on that date of $2.43 as reported by the Nasdaq SmallCap
System.
Number of shares outstanding of the Company's common stock, par value $.10 per
share, as of November 24, 2004 is 2,557,629.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the annual meeting of shareholders to be
held on January 6, 2005 are incorporated by reference into Part III.
------------
Description of Amendment No. 1 to Annual Report on Form 10-K for Year Ended
August 29, 2004:
This amendment to the WSI Industries, Inc. Annual Report on Form 10-K for the
year ended August 29, 2004 is being filed solely to clarify the conclusions of
management regarding the Company's controls and procedures as disclosed in Part
II: Other Information -Item 9A. Controls and Procedures.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer, Michael J. Pudil, and Chief Financial
Officer, Paul D. Sheely, have evaluated the Company's disclosure controls and
procedures as of the end of the period covered by this report. Based upon that
evaluation, they have concluded that as of such date, the Company's disclosure
controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in internal control financial reporting that occurred
during the fiscal period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
WSI INDUSTRIES, INC.
BY: /s/ Michael J. Pudil
---------------------------------
Michael J. Pudil, President and
Chief Executive Officer
BY: /s/ Paul D. Sheely
---------------------------------
Paul D. Sheely
Vice President and Treasurer
Dated: March 25, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K 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
/s/ Michael J. Pudil President, Chief Executive Officer, March 25, 2005
--------------------------------------------
Michael J. Pudil Director
/s/ Paul Baszucki Director March 25, 2005
--------------------------------------------
Paul Baszucki
/s/ Melvin L. Katten Director March 25, 2005
--------------------------------------------
Melvin L. Katten
/s/ George J. Martin Director March 25, 2005
--------------------------------------------
George J. Martin
/s/ Eugene J. Mora Director March 25, 2005
--------------------------------------------
Eugene J. Mora