UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
1 Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 2004 or
0 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 1-9789
TECH/OPS SEVCON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2985631
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
155 NORTHBORO ROAD, SOUTHBOROUGH, MASSACHUSETTS 01772
(Address of Principal Executive Offices) (Zip Code)
Registrant's Area Code and Telephone Number (508) 281 5510
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Exchange on Which Registered)
COMMON STOCK, PAR VALUE $.10 PER SHARE AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
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 1 No 0
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. 0
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes 0 No 1
As of April 3, 2004, 3,125,051 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing price on
the American Stock Exchange) held by non-affiliates was approximately
$15,200,000. As of December 14, 2004, 3,160,051 common shares were
outstanding.
Documents incorporated by reference: Portions of the Proxy Statement for
Annual Meeting of Stockholders to be held January 24, 2005 are incorporated
by reference into Part III of this report.
EXPLANATORY NOTE
This Form 10-K/A amends Part II, Item 9A of the Annual Report on Form 10-K for
the fiscal year ended September 30, 2004, as originally filed by Tech/Ops
Sevcon, Inc. with the Securities and Exchange Commission on December 27, 2004.
Included herewith are the certifications filed as Exhibits 31.1 and 31.2,
which have been re-executed as of the date of this amendment. No revisions
have been made to any other disclosures contained in the Form 10-K.
PART II
ITEM 9 A CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The Company's principal
executive officer and principal financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as
defined in Securities Exchange Act of 1934 Rule 13a-15(e)) have concluded
that, as of September 30, 2004, the disclosure controls and procedures were
effective and designed to ensure that the information required to be disclosed
in the reports filed or submitted by the Company under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the
requisite time periods.
(b) Changes in internal control over financial reporting. The Company's
principal executive officer and principal financial officer have identified no
change in the Company's "internal control over financial reporting" (as
defined in Securities Exchange Act of 1934 Rule 13a-15(f)) that occurred
during the fourth quarter of fiscal 2004 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
The exhibits filed with this amended Annual Report on Form 10-K/A are
listed on the Exhibit Index below.
INDEX TO EXHIBITS
(31.1) Certification of Principal Executive Officer pursuant to section 302
of the Sarbanes-Oxley Act of 2002. (Filed herewith)
(31.2) Certification of Principal Financial Officer pursuant to section 302
of the Sarbanes-Oxley Act of 2002. (Filed herewith)
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.
TECH/OPS SEVCON, INC.
By /s/ Matthew Boyle February 14, 2005
Matthew Boyle
President and Chief Executive Officer
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Boyle, certify that:
1. I have reviewed this amended Annual Report on Form 10-K of Tech/Ops
Sevcon, 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. [omitted]
4. The registrant's other certifying officer(s) 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) 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
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter 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: February 14, 2005
/s/ Matthew Boyle
-----------------
Matthew Boyle
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul A. McPartlin, certify that:
1. I have reviewed this amended Annual Report on Form 10-K of Tech/Ops
Sevcon, 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. [omitted];
4. The registrant's other certifying officer(s) 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) 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
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter 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: February 14, 2005
/s/ Paul A. McPartlin
---------------------
Paul A. McPartlin
Chief Financial and Accounting Officer
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Tech Ops Sevcon 2004 10K_A edgar rev1.doc - 14-Feb-05