e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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þ |
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended July 1, 2007.
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o |
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin |
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39-1804239 |
(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
3333 West Good Hope Road, Milwaukee, WI 53209
(Address of principal executive offices)
(414) 247-3333
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered |
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Common Stock, $.01 par value
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The NASDAQ Stock Market |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405.
oYes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. oYes þ No
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. þYes o 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 the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment of this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o Yes þ No
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant as
of December 29, 2006 (the last business day of the Registrants most recently completed second
quarter), was approximately $161,442,000 (based upon the last reported sale price of the Common
Stock at December 29, 2006, on the NASDAQ Global Market). Shares of common stock held by any
executive officer or director of the registrant have been excluded
from this computation because such persons may be deemed to be affiliates. This determination of
affiliate status is not a conclusive determination for other purposes.
On August 5, 2007, there were outstanding 3,519,185 shares of $.01 par value Common Stock.
1
Documents Incorporated by Reference
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Part of the Form 10-K |
Document |
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into which incorporated |
Portions of the Annual Report to Shareholders for the
fiscal year ended July 1, 2007. |
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I, II, IV |
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Portions of the Proxy Statement dated August 30, 2007, for the
Annual Meeting of Shareholders to be held on
October 9, 2007. |
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III |
PROSPECTIVE INFORMATION
A number of the matters and subject areas discussed in this Form 10-K as well as in portions of the
Companys 2007 Annual Report to Shareholders and the Companys Proxy Statement, dated August 30,
2007, which are incorporated herein by reference, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may
be identified by the use of forward-looking words or phrases such as anticipate, believe,
would, expect, intend, may, planned, potential, should, will and could. These
statements include expected future financial results, product offerings, global expansion,
liquidity needs, financing ability, planned capital expenditures, managements or the Companys
expectations and beliefs, and similar matters discussed in this Form 10-K. The discussions of such
matters and subject areas are qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from the Companys actual future
experience.
The Companys business, operations and financial performance are subject to certain risks and
uncertainties, which could result in material differences in actual results from the Companys
current expectations. These risks and uncertainties include, but are not limited to, general
economic conditions, in particular relating to the automotive industry, customer demand for the
Companys and its customers products, competitive and technological developments, customer
purchasing actions, foreign currency fluctuations, costs of operations and other matters described
under Risk Factors in the Managements Discussion and Analysis of Financial Condition and Results
of Operations section of the Companys 2007 Annual Report to Shareholders, which is incorporated
herein by reference in Item 1A of this report and in the Companys other filings with the
Securities and Exchange Commission.
Shareholders, potential investors and other readers are urged to consider these factors carefully
in evaluating the forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements made herein are only made as of the
date of this Form 10-K and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances occurring after the date
of this Form 10-K.
2
TABLE OF CONTENTS
PART I
Item 1. Business
The information set forth under Company Description which appears on pages 5 through 10 of the
Companys 2007 Annual Report to Shareholders is incorporated herein by reference. For information
as to export sales, see the information set forth under Notes to Financial Statements-Export
Sales included on page 35 of the Companys 2007 Annual Report to Shareholders, which is
incorporated herein by reference.
Emerging Technologies
Automotive vehicle access systems, which are both theft deterrent and consumer friendly, are being
developed as electro-mechanical devices. Electronic companies are developing user identification
systems such as bio-systems, card holder (transmitter) systems, etc., while mechanical locks, keys,
housings, and latches are evolving to accommodate the electronics. This will result in more secure
vehicles and eventually accommodate passive entry and passive start systems. The Company believes
it is positioning itself as a vehicle access control supplier by building its product, engineering
and manufacturing expertise in the required electro-mechanical products, which include vehicle
access latches, keys with remote entry electronic systems, and housing-ignition systems with
passive start capabilities.
These
technologies benefit the Company by increasing the potential customer base as a Tier 2
supplier while attaining Tier 1 status on some product lines and adding additional product line
availability.
Sources and Availability of Raw Materials
The primary raw materials used by the Company are high-grade zinc, brass, magnesium, aluminum and
plastic resins. These materials are generally available from a number of suppliers, but the Company
has chosen to concentrate its sourcing with one primary vendor for each commodity. The Company
believes its sources for raw materials are very reliable and adequate for its needs. The Company
has not experienced any significant long term supply problems in its operations and does not
anticipate any significant supply problems in the foreseeable future. See further discussion under
Risk Factors-Sources of and Fluctuations in Market Prices of Raw Materials included on page 17 of
the Companys 2007 Annual Report to Shareholders, which is incorporated herein by reference.
Patents, Trademarks and Other Intellectual Property
The Company believes that the success of its business will not only result from the technical
competence, creativity and marketing abilities of its employees but also from the protection of its
intellectual property through patents, trademarks and copyrights. As part of its ongoing research,
development and manufacturing activities, the Company has a policy of seeking patents on new
products, processes and improvements when appropriate.
Although, in the aggregate, the patents discussed above are of considerable importance to the
manufacturing and marketing of many of its products, the Company does not consider any single
patent or trademark or group of patents or trademarks to be material to its business as a whole,
except for the STRATTEC and STRATTEC with logo trademarks.
The Company also relies upon trade secret protection for its confidential and proprietary
information. The Company maintains confidentiality agreements with its key executives. In addition,
the Company enters into confidentiality agreements with selected suppliers, consultants and
associates as appropriate to evaluate new products or business relationships pertinent to the
success of the Company. However, there can be no assurance that others will not independently
obtain similar information and techniques or otherwise gain access to the Companys trade secrets
or that the Company can effectively protect its trade secrets.
3
Dependence Upon Significant Customers
A very significant portion of the Companys annual sales are to General Motors Corporation, Delphi
Corporation, Ford Motor Company, and DaimlerChrysler Corporation. These four customers accounted
for approximately 80 percent, 80 percent and 82 percent of the Companys total net sales in each
fiscal year 2007, 2006 and 2005, respectively. Further information regarding sales to the
Companys largest customers is set forth under the caption Risk Factors Loss of Significant
Customers, Vehicle Content and Market Share included on page 17 of the Companys 2007 Annual
Report to Shareholders and Notes to Financial Statements-Sales and Receivable Concentration
included on page 35 of the Companys 2007 Annual Report to Shareholders, both of which are
incorporated herein by reference.
The products sold to these customers are model specific, fitting only certain defined applications.
Consequently, the Company is highly dependent on its major customers for their business, and on
these customers ability to produce and sell vehicles which utilize the Companys products. The
Company has enjoyed relationships with General Motors Corporation, DaimlerChrysler Corporation,
Ford Motor Company, and Delphi Corporation in the past, and expects to do so in the future.
However, a significant change in the purchasing practices of, or a significant loss of volume from,
one or more of these customers could have a detrimental effect on the Companys financial
performance.
The Company has recently added resources and increased its emphasis on the New Domestic and
the Tier 1 customer base.
Sales and Marketing
The Company provides its customers with engineered locksets, steering column lock housings and
latches, which are unique to specific vehicles. Any given vehicle will typically take 1 to 3 years
of development and engineering design time prior to being offered to the public. The locksets, lock
housings and latches are designed concurrently with the vehicle. Therefore, commitment to the
Company as the production source occurs 1 to 3 years prior to the start of production. The Company
employs an engineering staff that assists in providing design and technical solutions to its
customers. The Company believes that its engineering expertise is a competitive advantage and
contributes toward its strong market position. For example, the
Company believes it regularly
provides innovative design proposals for new model ignition locks, door locks, tailgate latches and
ignition lock housings to its customers that will improve vehicle security system quality, theft
deterrence and system cost.
The typical process used by automotive manufacturers in selecting a lock, lock housing or latch
supplier is to offer the business opportunity to the Company and several of the Companys
competitors. Each competitor will pursue the opportunity, doing its best to provide the customer
with the most attractive proposal. Price pressure is strong during this process but once an
agreement is reached, a commitment is made for each year of the product program. Typically, price
reductions resulting from productivity improvement by the Company are included in the contract and
are estimated in evaluating each of these opportunities by the Company. A blanket purchase order, a
contract indicating a specified part will be supplied at a specified price during a defined time
period, is issued by customers for each model year. Production
quantity releases or quantity commitments
are made to that purchase order for weekly deliveries to the customer. As a consequence and because
the Company is a Just-in-Time supplier to the automotive industry, it does not maintain a backlog
of orders in the classic sense for future production and shipment.
Competition
The Company competes with domestic and foreign-based competitors on the basis of custom product
design, engineering support, quality, delivery and price. While the number of direct competitors
is currently relatively small, the automotive manufacturers actively encourage competition between
potential suppliers. The Company has a dominant share of the North American market because of its
ability to provide total value, which is a beneficial combination of price, quality, technical
support, program management innovation and aftermarket support. In order to reduce lockset or
housing production costs while still offering a wide range of technical support, the Company
utilizes assembly and component manufacturing operations in Mexico, which results in lower labor
costs as compared to the United States.
As locks become more sophisticated and involve additional electronics, competitors with specific
electronic expertise may emerge to challenge the Company. To address
this, the Company has
strengthened its electrical engineering knowledge and service. It is also working with several
electronics suppliers to jointly develop and supply these advanced products.
4
The Companys lockset and housing competitors include Huf North America, Ushin-Ortech, Tokai-Rika,
Alpha-Tech, Valeo, Honda Lock, Methode, and Shin Chang. For additional information related to
competition, see the information set forth under Risk Factors-Highly Competitive Automotive Supply
Industry included on page 18 of the Companys 2007 Annual Report to Shareholders, which is
incorporated herein by reference.
Research and Development
The Company engages in research and development activities pertinent to automotive access control.
A major area of focus for research is the expanding role of vehicle access via electronic
interlocks and modes of communicating authorization data between consumers and vehicles.
Development activities include new products, applications and product performance improvements. In
addition, specialized data collection equipment is developed to facilitate increased product
development efficiency and continuous quality improvements. For fiscal years 2007, 2006, and 2005,
the Company spent approximately $1,500,000, $2,300,000, and $2,000,000, respectively, on research
and development. The Company believes that, historically, it has committed sufficient resources to
research and development and anticipates increasing such expenditures in the future as required to
support additional product programs associated with both existing and new customers. Patents are
pursued and will continue to be pursued as appropriate to protect the Companys interests resulting
from these activities.
Customer Tooling
The Company incurs costs related to tooling used in component production and assembly. See the
information set forth under Notes to Financial Statements-Customer Tooling in Progress included
on page 24 of the Companys 2007 Annual Report to Shareholders, which is incorporated herein by
reference.
Environmental Compliance
As is the
case with other manufacturers, the Company is subject to Federal, state, local and
foreign laws and other legal requirements relating to the generation, storage, transport, treatment
and disposal of materials as a result of its housing, lock and key manufacturing and assembly
operations. These laws include the Resource Conservation and Recovery Act (as amended), the Clean
Air Act (as amended), the Clean Water Act of 1990 (as amended) and the Comprehensive Environmental
Response, Compensation and Liability Act (as amended). The Company has an environmental management
system that is ISO-14001 certified. The Company believes that its existing environmental
management system is adequate and it has no current plans for substantial capital expenditures in
the environmental area.
As discussed in Notes to Financial Statements-Commitments and Contingencies included on
pages 28 and 29 of the Companys 2007 Annual Report to Shareholders, which is incorporated herein
by reference, a site at the Companys Milwaukee facility is
contaminated by a solvent spill from a former
above-ground solvent storage tank located on the east side of the facility, which occurred in 1985.
This situation is being monitored by the Company.
The Company does not currently anticipate any materially adverse impact on its financial
statements or competitive position as a result of compliance with Federal, state, local and foreign
environmental laws or other legal requirements. However, risk of environmental liability and
charges associated with maintaining compliance with environmental laws is inherent in the nature of
the Companys business and there is no assurance that material liabilities or charges could not
arise.
Employees
At July 1, 2007, the Company had approximately 2,150 full-time employees, of which
approximately 246 or 11% percent were represented by a labor union, which accounts for all
production associates at the Companys Milwaukee facility. In June 2005, a new contract with the
unionized associates was ratified and is effective through June 29, 2008. During June 2001, there
was a 16-day strike by the represented employees at the Companys Milwaukee facility. Further
information regarding the strike, work stoppages and other labor matters are discussed under Risk
Factors-Disruptions Due to Work Stoppages and Other labor Matters included on pages 17 and 18 of
the Companys 2007 Annual Report to Shareholders, which is incorporated herein by reference.
5
Available Information
The Company maintains its corporate website at www.strattec.com and makes available, free of
charge, through this website its code of business ethics, annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports that the Company
files with, or furnishes to, the Securities and Exchange Commission (the Commission) as soon as
reasonably practicable after the Company electronically files such material with, or furnishes it
to, the Commission. Information on the Companys website is not part of this report.
Item 1A. Risk Factors
The information set forth under Risk Factors which appears on pages 17 and 18 of the Companys
2007 Annual Report to Shareholders is incorporated herein by reference.
Item 1B. Unresolved Staff Comments
Not Applicable
Item 2. Properties
The Company has three manufacturing plants, one warehouse, and a sales office. These
facilities are described as follows:
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Location |
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Type |
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Sq. Ft. |
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Owned or Leased |
Milwaukee, Wisconsin |
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Headquarters and General Offices; Component |
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Manufacturing, Assembly and Service Parts Distribution |
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352,000 |
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Owned |
Juarez, Chihuahua Mexico |
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Subsidiary Offices and Assembly |
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97,000 |
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Owned |
Juarez, Chihuahua Mexico |
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Subsidiary Offices, Key Finishing,
Injection Molding and Assembly |
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Operations |
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62,000 |
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Leased |
El Paso, Texas |
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Finished Goods Warehouse |
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38,000 |
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Leased** |
Troy, Michigan |
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Sales and Engineering Office for Detroit Customer Area |
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6,000 |
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Leased** |
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** |
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Leased unit within a complex. |
The Company believes its production facilities are adequate for the foreseeable future as they
relate to the Companys current products. As the Company evaluates and expands into other
products, consideration of further production facilities will be necessary.
Item 3. Legal Proceedings
In the normal course of business the Company may be involved in various legal proceedings from
time to time. The Company does not believe it is currently involved in any claim or action the
ultimate disposition of which would have a material adverse effect on the Companys financial
statements.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth quarter of fiscal 2007.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
The Companys Board of Directors authorized a stock repurchase program on October 16, 1996, and the
program was publicly announced on October 17, 1996. The Board of Directors has periodically
increased the number of shares authorized under the program, most recently in February 2006 when an
additional 200,000 shares was authorized for repurchase. The program currently authorizes the
repurchase of up to 3,639,395 shares of the Companys common stock from time to time, directly or
through brokers or agents, and has no expiration date. Over the life of the repurchase program
through July 1, 2007, a total of 3,384,700 shares have been repurchased at a cost of approximately
$127.1 million.
6
Issuer Purchases of Equity Securities:
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Total |
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Average |
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Total Number |
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Maximum Number |
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Number |
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Price |
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Of Shares Purchased |
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Of Shares that May |
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Of Shares |
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Paid Per |
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As Part of Publicly |
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Yet be Purchased |
Period |
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Purchased |
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Share |
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Announced Program |
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Under the Program |
April 2, 2007 May 6, 2007 |
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279,008 |
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May 7, 2007 June 3, 2007 |
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12,513 |
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$ |
47.31 |
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12,513 |
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266,495 |
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June 4, 2007 July 1, 2007 |
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11,800 |
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$ |
47.55 |
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11,800 |
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254,695 |
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Total |
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24,313 |
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$ |
47.42 |
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24,313 |
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254,695 |
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The Companys common stock is traded on the NASDAQ Global Market under the symbol STRT.
The information set forth under Financial Summary Quarterly Financial Data (Unaudited) included
on page 39 of the Companys 2007 Annual Report to Shareholders is incorporated herein by reference.
Item 6. Selected Financial Data
The information set forth under Five Year Financial Summary which appears on page 39 of the
Companys 2007 Annual Report to Shareholders is incorporated herein by reference. Such
information should be read along with the Companys financial statements and the notes to those
financial statements and with Managements Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere herein.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under Managements Discussion and Analysis which appears on pages 11
through 18 of the Companys 2007 Annual Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company did not hold any market risk sensitive instruments during the period covered by this
report.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Grant Thornton LLP dated August 21,
2007, the report of management on internal control over financial reporting and the report of Grant
Thornton LLP on internal control over financial reporting dated August 21, 2007, which appear on
pages 19 through 38 of the Companys 2007 Annual Report to Shareholders, are incorporated herein by
reference.
Our quarterly results of operations is included under Financial Summary-Quarterly Financial Data
(Unaudited) which appears on page 39 of the Companys 2007 Annual Report to Shareholders is
incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation under the
supervision and with the participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the Companys disclosure controls and procedures
(as defined in Rules 13a 15(e) and 15d 15(e) under the Securities Exchange Act of 1934, as
amended). Based on this evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of such period, the Companys disclosure controls and
procedures were effective in recording, processing, summarizing and reporting, on a timely basis,
information required to be disclosed by the Company in reports that the Company files with or
submits to the Commission. It should be noted that in designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control
objectives, and management was necessarily required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company has
7
designed its disclosure controls and procedures to reach a level of reasonable assurance of
achieving the desired control objectives and based on the evaluation described above, the Companys
Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective at reaching that level of reasonable assurance.
There was no change in the Companys internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended July 1, 2007
that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
The report of management required under this Item 9a is included on page 36 of the Companys 2007
Annual Report to Shareholders under the heading Report on Managements Assessment of Internal
Control over Financial Reporting and is incorporated herein by reference.
The attestation report required under this Item 9a is included on page 37 of the Companys 2007
Annual Report to Shareholders under the heading Report of Independent Registered Public Accounting
Firm and is incorporated herein by reference.
Item 9B. Other Information
Effective August 24, 2007, the Company amended the Economic Value Added Plan for Executive Officers
and Senior Managers (the Executive EVA Plan) and the Economic Value Added Plan for Non-Employee
Members of the Board of Directors (the Director EVA Plan), the purposes of which are to provide
incentive compensation to certain key employees, including all executive officers, and non-employee
members of the Companys board of directors in a form which relates the financial reward to an
increase in the value of the Company to its shareholders. Copies of the amended Executive EVA Plan
and amended Director EVA Plan are attached hereto as exhibits and are incorporated herein by
reference.
The amendments to the Executive EVA Plan modify the plan as follows:
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Under the Executive EVA plan as previously amended on August 22, 2006, a participant could not
receive a bonus payment even if the individual participant met their own personal
objectives if no bonuses were to be paid to participants in the Companys Economic Value
Added Bonus Plan for Salaried Employees or Economic Value Added Bonus Plan for Represented
Employee Associates because the Companys performance factor was below zero. This
restriction has been eliminated so that individual performance can be rewarded based on the
participants meeting his or her personal objectives. |
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A participants Bonus Bank balance may not be negative. |
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The plan no longer excludes cash and investments in determining the Companys level of
capital employed in its business. Additionally, the plan assumes that the Companys
capital structure is 80% equity and 20% debt. Using this assumed capital structure, the
Companys cost of capital under the amended plan has been set at 10% for fiscal 2008. The
Companys Compensation Committee will review the Companys cost of capital annually prior
to each fiscal year. |
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The EVA plan target for fiscal year 2008 was set at $1,154,000. |
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The EVA leverage factor under the plan was reduced from 5% to 3%. The EVA leverage
factor for the plan for fiscal year 2008 was set at $3,316,000. |
The amendments to the Director EVA Plan modify the plan as follows:
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The plan no longer excludes cash and investments in determining the Companys level of
capital employed in its business. Additionally, the plan assumes that the Companys
capital structure is 80% equity and 20% debt. Using this assumed capital structure, the
Companys cost of capital under the amended plan has been set at 10% for fiscal 2008. The
Companys Compensation Committee will review the Companys cost of capital annually prior
to each fiscal year. |
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The EVA plan target for fiscal year 2008 was set at $1,154,000. |
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The EVA leverage factor under the plan was reduced from 5% to 3%. The EVA leverage
factor for the plan for fiscal year 2008 was set at $3,316,000. |
8
PART III
Item 10. Directors and Executive Officers and Corporate Governance
The
information on pages 2, 3, 5, 6, 9 through 11 and 14 of the Companys Proxy Statement, dated August 30,
2007, under Proposal: Election of Directors, Code of Business Ethics, Audit Committee
Financial Expert, Executive Officers, Section 16(a) Beneficial Ownership Reporting
Compliance, and Director Nominations is incorporated herein by reference.
The Audit Committee of the Companys Board of Directors is an audit committee for purposes of
Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee
consist of four outside independent Directors, Michael J. Koss, Audit Committee Chairman, Robert
Feitler, Frank J. Krejci and David R. Zimmer.
Item 11. Executive Compensation
The
information on pages 15 through 36 of the Companys Proxy Statement, dated August
30, 2007, under Director Compensation and Executive Compensation is incorporated herein by
reference.
The information incorporated by reference from Report of Compensation Committee in the Companys
Proxy Statement, dated August 30, 2007, shall not be deemed Filed for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Security Exchange Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The
information on pages 12 through 14 of the Companys Proxy Statement, dated August 30, 2007, under
Security Ownership is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes share information, as of July 1, 2007, for the Companys Stock
Incentive Plan.
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Number of |
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Number of |
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common shares to be |
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common shares |
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issued upon exercise |
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Weighted-average |
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available for future |
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of outstanding |
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exercise price of |
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issuance under |
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options, |
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outstanding options, |
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equity |
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Plan Category |
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warrants, and rights |
|
|
warrants, and rights |
|
|
compensation plans |
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Equity compensation
plans approved by
shareholders |
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235,420 |
|
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$ |
58.71 |
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|
|
342,823 |
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Equity compensation
plans not approved
by shareholders |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
235,420 |
|
|
$ |
58.71 |
|
|
|
342,823 |
|
|
|
|
|
|
|
|
|
|
|
Item 13. Certain Relationships and Related Transactions and Director Independence
The
information on page 37 of the Companys Proxy Statement, dated August 30, 2007,
under Executive Compensation and Director Independence is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The
information on page 8 of the Companys Proxy Statement, dated August 30, 2007, under
Fees of Independent Registered Public Accounting Firm is incorporated herein by reference.
9
PART IV
Item 15. Exhibits and Financial Statement Schedules
|
(a) |
|
The following documents are filed as part of this report: |
|
(1) |
|
(i) Financial Statements The following financial statements of the Company,
included on pages 19 through 38 of the Companys 2007 Annual Report to Shareholders,
are incorporated by reference in Item 8. |
|
|
|
|
Reports of Independent Registered Public Accounting Firm |
|
|
|
|
Consolidated Balance Sheets as of July 1, 2007 and July 2, 2006 |
|
|
|
|
Consolidated Statements of Income years ended July 1, 2007, July 2, 2006 and July 3, 2005 |
|
|
|
|
Consolidated Statements of Shareholders Equity years ended July 1, 2007, July 2,
2006 and July 3, 2005 |
|
|
|
|
Consolidated Statements of Cash Flows years ended July 1, 2007, July 2, 2006 and July 3,
2005 |
|
|
|
|
Notes to Financial Statements |
|
|
(2) |
|
Financial Statement Schedule |
|
|
|
|
All schedules have been omitted because they are not applicable or are not required, or
because the required information has been included in the Financial Statements or Notes thereto. |
|
|
(3) |
|
Exhibits. See Exhibit Index beginning on page 12. |
|
(b) |
|
Exhibits |
|
|
|
|
The response to this portion of Item 15 is submitted as a separate section of this
report. |
|
|
(c) |
|
Financial Statement Schedules |
|
|
|
|
The response to this portion of Item 15 is submitted as a separate section of this
report. |
10
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.
|
|
|
|
|
|
|
|
|
STRATTEC SECURITY CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Harold M. Stratton II
|
|
|
|
|
Harold M. Stratton II |
|
|
|
|
Chairman, President and Chief Executive Officer |
|
|
Date: August 30, 2007
Pursuant to the requirement 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 |
|
|
|
|
|
/s/ Harold M. Stratton II
Harold M. Stratton II
|
|
Chairman, President, Chief Executive
Officer, and Director
(Principal Executive Officer)
|
|
August 30, 2007 |
|
|
|
|
|
/s/ Frank J. Krejci
Frank J. Krejci
|
|
Director
|
|
August 21, 2007 |
|
|
|
|
|
/s/ Michael J. Koss
Michael J. Koss
|
|
Director
|
|
August 21, 2007 |
|
|
|
|
|
/s/ Robert Feitler
Robert Feitler
|
|
Director
|
|
August 21, 2007 |
|
|
|
|
|
/s/ David R. Zimmer
David R. Zimmer
|
|
Director
|
|
August 21, 2007 |
|
|
|
|
|
/s/ Patrick J. Hansen
Patrick J. Hansen
|
|
Senior Vice President, Chief
Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
|
|
August 30, 2007 |
11
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
|
|
|
|
|
Exhibit |
|
|
|
|
3.1 (2)
|
|
Amended and Restated Articles of Incorporation of the Company
|
|
* |
|
|
|
|
|
3.2 (9)
|
|
By-laws of the Company
|
|
* |
|
|
|
|
|
4.1 (11)
|
|
Promissory Note dated November 1, 2006 by and between the Company and M&I Bank
|
|
* |
|
|
|
|
|
10.1 (9) **
|
|
Amended STRATTEC SECURITY CORPORATION Stock Incentive Plan
|
|
* |
|
|
|
|
|
10.2 (9) **
|
|
Form of Restricted Stock Grant Agreement
|
|
* |
|
|
|
|
|
10.3 (3) (4) (5) (6)(7)(8) (12)**
|
|
Employment Agreements between the Company and the identified executive officers
|
|
* |
|
|
|
|
|
10.4 (1) (3) (4)(5) (6)(7)(8) (12)**
|
|
Change In Control Agreements between the Company
and the identified executive officers
|
|
* |
|
|
|
|
|
10.5 **
|
|
Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Executive Officers and Senior Managers |
|
|
|
|
|
|
|
10.6 **
|
|
Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Non-employee Members of the Board of Directors |
|
|
|
|
|
|
|
10.7 (10) **
|
|
Amended STRATTEC SECURITY CORPORATION Supplemental Executive Retirement Plan
|
|
* |
|
|
|
|
|
13
|
|
Annual Report to Shareholders for the year ended July 1, 2007 |
|
|
|
|
|
|
|
21
|
|
Subsidiaries of the Company |
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm dated August 21, 2007 |
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification for Harold M. Stratton II, Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification for Patrick J. Hansen, Chief Financial Officer |
|
|
|
|
|
|
|
32 (13)
|
|
18 U.S.C. Section 1350 Certifications |
|
|
|
|
|
* |
|
Previously filed |
|
** |
|
Management contract or compensatory plan or arrangement |
|
(1) |
|
Incorporated by reference from Amendment No. 1 to the Form 10 filed on January 20,
1995. |
|
(2) |
|
Incorporated by reference from Amendment No. 2 to the Form 10 filed on February 6,
1995. |
|
(3) |
|
Incorporated by reference from the June 27, 1999 Form 10-K filed on September
17, 1999. |
|
(4) |
|
Incorporated by reference from the July 1, 2001 Form 10-K filed on September 4,
2001. |
|
(5) |
|
Incorporated by reference from the June 30, 2002 Form 10-K filed on August 28,
2002.
|
|
(6) |
|
Incorporated by reference from the June 29, 2003 Form 10-K filed on August 28,
2003. |
|
(7) |
|
Incorporated by reference from the September 26, 2004 Form 10-Q filed on
November 2, 2004. |
|
(8) |
|
Incorporated by reference from the March 27, 2005 Form 10-Q filed on April 29,
2005. |
|
(9) |
|
Incorporated by reference from the Form 8-K filed on October 7, 2005. |
|
(10) |
|
Incorporated by reference from the January 1, 2006 Form 10-Q filed on February
7, 2006. |
|
(11) |
|
Incorporated by reference from the December 31, 2006 Form 10-Q filed on
February 1, 2007. |
|
(12) |
|
Incorporated by reference from the April 1, 2007 Form 10-Q filed on May 8,
2007. |
|
(13) |
|
This certification is not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
12