UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
__
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2004
or
__
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-2892
THE DEWEY ELECTRONICS CORPORATION
(Exact name of registrant as specified in charter)
NEW YORK 13-1803974
(State of Incorporation) R.S. Employer Identification No.)
27 Muller Road, Oakland, New Jersey 07436
(Address of principal executive offices) Zip Code
201-337-4700
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 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 l0-K.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes ___ No _X_.
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, computed by reference to the
price at which the common stock was sold as of the close of business
on December 31, 2003: $3,210,979.
The number of shares outstanding of the registrant's common stock,
$.01 par value was 1,359,531 at October 20, 2004.
Documents Incorporated by Reference: None
THE DEWEY ELECTRONICS CORPORATION
TABLE OF CONTENTS
Item Page
PART III
10. Directors and Executive Officers of the Registrant 3
11. Executive Compensation 4
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 5
13. Certain Relationships and Related Transactions 7
14. Principal Accountant Fees and Services 7
PART IV
15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 8
16. Signatures 9
EXPLANATORY NOTE: This Form 10-K/A is being filed by The Dewey
Electronics Corporation (the "Corporation") for the sole purpose of
including in the Corporation's Form 10-K for the fiscal year ended
June 30, 2004 the information required by Items 10-14 of Part III of
Form 10-K within the period required by General Instruction G(3) to
Form 10-K.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information Concerning Directors. The following table sets
forth the name of each member of the Board of Directors, his or her
age, principal occupation during the past five years and the name and
principal business of any corporation or organization in which such
occupation is carried on, and the period during which he or she has
served as director. John H. D. Dewey is a son of Frances D. Dewey.
Name Age Principal Occupation Director
During Past Five Since
Years
Other Directorships
and Positions
With Corporation
Alexander A.
Cameron 82 President, Key Research 1964
and Market
Development, Inc.
Business
Consultants
Frances D. Dewey 77 Director of the Corporation 1955
(Chairperson of the Board
since June 14, 2002)
Secretary of the Corporation
John H.D. Dewey 39 President and Chief Executive 1999
Officer of the Corporation
(since December 4, 2002;
Acting Chief Executive Officer
from June 14, 2002 until
December 4, 2002)
Management Consultant
(until June 14, 2002)
President, Monastery Graphics, Inc.
Information Technology Consulting
LTG James M. Link 61
(USA Retired) President 2001
Director (since July 21, 2001)
Teledyne Brown Engineering
Systems Engineering
Nathaniel Roberts 38 General Manager 1999
Callery-Judge Grove
Citrus Suppliers
Executive Officers. In addition to John H. D. Dewey (see
"Information Concerning Directors" above), the Corporation's executive
officers are: Thom A. Velto, age 54, who has been Treasurer of the
Corporation since February 1990; Edward L. Proskey, age 48, who was
elected Vice President, Operations of the Corporation in June 1994
(this title was changed to Senior Vice President, Operations in June
2003); and Francis DeLorenzo, age 44, who was elected Vice President,
Business Development and Marketing on June 3, 2000 (this title was
changed to Vice President, Government Programs in June 2003). Prior
to such election, Mr. DeLorenzo had been employed by the Corporation
since 1991 in various program management capacities.
Code of Business Conduct and Ethics. The Corporation has
adopted a Code of Business Conduct and Ethics that applies to all of
its directors, officers and employees. A copy of the code is
available, free of charge, upon written request to the Corporate
Secretary, The Dewey Electronics Corporation, at the Corporation's
executive offices. Any substantive amendments to the code and any
grant of a waiver from a provision of the code requiring disclosure
under applicable SEC rules will be disclosed in a report on Form 8-K.
"Audit Committee Financial Expert." The Corporation does not
have an "audit committee financial expert" serving on its Board of
Directors, as that term is defined by Securities and Exchange
Commission rules. The Board believes that the directors collectively
have sufficient knowledge of financial and auditing matters to
effectively oversee the Corporation's accounting and financial
reporting practices. Furthermore, the Board has the power to engage
experts or consultants as it deems appropriate to carry out its
responsibilities.
16(a) Beneficial Ownership Reporting Compliance. For the fiscal
year ended June 30, 2004, based solely on a review of copies of
reports furnished to the Corporation or written representations that
no other reports were required, the Corporation believes that all
filing requirements under Section 16(a) of the Securities Exchange Act
of 1934 applicable to its executive officers and directors were
complied with. With respect to holders of more than 10 percent of the
Corporation's Common Stock as of June 30, 2004, the Corporation does
not have any information regarding the Section 16(a) beneficial
ownership reporting compliance of Mr. Paul Koether, other than his
filings with the Securities and Exchange Commission (which do not
include a Form 5).
Item 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the
aggregate compensation paid by the Corporation during the
Corporation's last three fiscal years to (1) the chief executive
officer of the Corporation and (2) the other executive officers of the
Corporation whose aggregate of salary and bonus compensation for the
fiscal year ended June 30, 2004 exceeded $100,000.
Name and Principal Fiscal Salary Bonus Securities
Position Year Ended Underlying
Fiscal Options/SARs
Year Ended (#)
John H.D. Dewey, June 30, 2004 $128,461 $15,000 --
President and Chief June 30, 2003 $120,000 -- 12,000
Executive Officer June 30, 2002 $ 4,615 -- --
(1)
Edward L. Proskey June 30, 2004 $96,812 $10,000 --
Senior Vice June 30, 2003 $88,866 $10,000 3,000
President, June 30, 2002 $86,284 $34,250 --
Operations
Thom A. Velto
Treasurer June 30, 2004 $104,130 $8,000 --
June 30, 2003 $ 99,109 $10,000 3,000
June 30, 2002 $ 96,223 $30,000 --
(1) John H. D. Dewey was appointed Acting Chief Executive Officer of
the Corporation on June 14, 2002 at an annual salary of $120,000. On
December 4, 2002, Mr. Dewey was elected President and Chief Executive
Officer of the Corporation. In addition to the salary set forth in
the table above, Mr. Dewey received payments under the Corporation's
policy regarding compensation of directors for the following fiscal
years: 2004 -- $0. 2003 -- $0. 2002 -- $6,000. Pursuant to an
advisory agreement entered into in 2001, and terminated in 2002 when
Mr. Dewey became an employee of the Corporation, the Corporation made
payments to Monastery Graphics, Inc., a management and information
technology consulting company of which Mr. Dewey is President, in the
following amounts: 2004 -- $0. 2003-- $0. 2002 -- $44,625. Since
becoming an employee of the Corporation, Mr. Dewey has not played an
active role in Monastery Graphics' business.
Option Grants in Last Fiscal Year. The Corporation did not
grant any stock options to its executive officers during the fiscal
year ended June 30, 2004.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-
End Option Values. None of the executive officers of the Corporation
for whom information is provided in the "Summary Compensation Table"
above exercised any stock options during the Corporation's fiscal year
ended June 30, 2004. The following table sets forth, for each such
executive officer, (1) the total number of securities underlying
unexercised options as of the end of the Corporation's last fiscal
year (June 30, 2004) and (2) the value of unexercised, in-the-money
options as of the end of the Corporation's last fiscal year.
Name Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End($)
Exercisable Unexercisable Exercisable Unexercisable
John H.D.
Dewey 6,000 6,000 -- --
Edward L.
Proskey 3,500 1,500 $3,750 --
Thom A.
Velto 3,500 1,500 $3,750 --
Retirement Benefits. The Corporation has a non-contributory
pension plan for all active employees, under which, in general,
employees with 25 or more years of service can receive 20% of their
average monthly earnings (based on earnings during the five years
preceding retirement) up to a specified maximum of $850 per month for
life assuming normal retirement at age 65 and vested employees with
lesser service receive lesser amounts. Upon the employee's death, 50%
of the monthly benefit is payable to the employee's spouse for life.
Mrs. Dewey receives survivor's benefits of $602 per month but does not
otherwise participate in the pension plan. The Corporation's
executive officers will receive the monthly maximum amount of $850 at
retirement, based upon current compensation levels and assuming normal
retirement at age 65.
Compensation of Directors. The Corporation's current policy
regarding compensation of directors is to pay $4,000 per annum plus
$400 for each Board meeting attended. During the Corporation's last
fiscal year, the Board of Directors held four meetings; each director
attended all meetings. Annual compensation of $25,000 was paid to
Frances D. Dewey as Chairperson of the Board, in lieu of the directors
fees described above. During the last fiscal year, General Link
received $24,000 for serving on the Corporation's Business Development
Committee. No payments for services as a director or member of the
Corporation's Business Development Committee during fiscal year 2004
were made to John H.D. Dewey (who received compensation as an officer
of the Corporation).
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Item 403 of Regulation S-K
The following table sets forth certain information regarding
ownership of the Corporation's Common Stock, as of October 20, 2004
(except as otherwise noted), by: (i) each person who is known by the
Corporation to own beneficially more than five percent of the
Corporation's Common Stock, (ii) each of the Corporation's directors,
(iii) each of the Corporation's executive officers for whom
information is provided in the "Summary Compensation Table" above, and
(iv) all executive officers and directors as a group. The information
presented in the table is based upon certain filings with the
Securities and Exchange Commission by such persons, as indicated in
the notes to the table below, or upon information otherwise provided
by such persons to the Corporation. According to such filings or
other information, such persons have sole voting and investment power
with respect to shares reported as beneficially owned (except as
indicated in the notes to the table below).
The address of each person who is a director or officer of the
Corporation is 27 Muller Road, Oakland, New Jersey 07436.
Name of Beneficial Owner Number of Shares % of the
Beneficially owned Common
Stock
Frances D. Dewey 474,383 (1) 34.89%
A
sset Value Fund Limited Partnership 135,000 (2) 9.93%
376 Main Street, P.O. Box 74
Bedminster, New Jersey 07921
Alexander A. Cameron 12,649 *
John H.D. Dewey 69,317 (3) 5.05%
LTG. James M. Link (USA Retired) -- --
Nathaniel Roberts 1,475 *
Edward Proskey 15,010 (4) 1.10%
Thom A. Velto 15,715 (4) 1.15%
All Directors and Executive
Officers as a Group (8 persons) 603,049 (5) 43.55%
* Less than 1%.
(1) Does not include any shares of Common Stock beneficially owned
by Mrs. Dewey's son, John H.D. Dewey. Mrs. Dewey disclaims any
beneficial interest in the shares of Common Stock beneficially
owned by John H.D. Dewey.
(2) Based upon a Form 4 dated August 6, 2004 filed with the
Securities and Exchange Commission.
(3) Includes 27,258 shares of Common Stock owned of record by
a trust for the benefit of a daughter of Frances D. Dewey, of which
John H.D. Dewey (Mrs. Dewey's son) is the sole trustee. Does
not include any shares of Common Stock beneficially owned by Mrs.
Dewey. Mr. Dewey disclaims any beneficial interest in the shares of
Common Stock beneficially owned by Mrs. Dewey. Also includes
12,000 shares issuable upon exercise of stock options granted under
the Corporation's 1998 Stock Option Plan.
(4) Includes 5,000 shares issuable upon exercise of stock
options granted under the Corporation's 1998 Stock Option Plan.
(5) Includes 37,000 shares issuable upon exercise of stock
options.
Item 201(d) of Regulation S-K
Plan category (a) (b) (c)
Number of Weighted- Number of
Securities average securities
to be issued exercise remaining
upon exercise price of available
of outstanding outstand- for future
options, ing options issuance
warrants warrants under equity
and rights and rights compensation
plans
(excluding
securities
reflected
in column
(a))
Equity
compensation
plans approved
by security
holders 42,500 $2.034 72,500
Equity
compensation
plans not
approved by
security
holders 0 0 0
Total 42,500 $2.034 72,500
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1988, Gordon C. Dewey, the Corporation's co-founder, lent
the Corporation a total of $200,000. The loans, which are unsecured,
provide for the payment of interest at the fixed rate of 9%. The
loans are repayable upon demand by Frances D. Dewey, his widow, but
are subordinate to the Corporation's term loan with Sovereign Bank,
its principal lender.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. The aggregate fees billed by Deloitte & Touche LLP
for professional services rendered to the Corporation for the audit of
the Corporation's annual financial statements for the fiscal year
ended June 30, 2004 and reviews of the financial statements included
in the Corporation's Forms 10-Q for such year were $68,900. Such fees
for the fiscal year ended June 30, 2003 were $59,838.
Tax Fees. The aggregate fees billed by Deloitte & Touche LLP
for tax services rendered to the Corporation during the fiscal year
ended June 30, 2004 were $3,470. Such services consisted of research
for tax planning. There were no such fees for the fiscal year ended
June 30, 2003.
Audit-Related Fees; All Other Fees. Deloitte & Touche LLP did
not render any other services to the Corporation for the fiscal years
ended June 30, 2004 and June 30, 2003.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(2) Exhibits
A list of the exhibits required to be filed as part
of this report is set forth in the Index to Exhibits,
which immediately follows the signature page, and is
incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, The Dewey Electronics Corporation has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized:
THE DEWEY ELECTRONICS CORPORATION
/s/ John H.D. Dewey /s/ Thom A. Velto
BY: John H.D. Dewey BY: Thom A. Velto,
President and Chief Executive Officer Treasurer
DATE: October 27, 2004
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:
/s/ Alexander A. Cameron Date: October 27, 2004
Alexander A. Cameron Director
/s/ Frances D. Dewey Date: October 27, 2004
Frances D. Dewey Director
/s/ John H.D. Dewey Date: October 27, 2004
John H.D. Dewey Director
/s/ James M. Link Date: October 27, 2004
James M. Link Director
/s/ Nathaniel Roberts Date: October 27, 2004
Nathaniel Roberts Director
THE DEWEY ELECTRONICS CORPORATION
INDEX TO EXHIBITS
The following exhibits are filed as part of this report. For
convenience of reference, exhibits are listed according to the numbers
assigned in the Exhibit table to Regulation S-K.
Number Page No.
3 (a)- Certificate of Incorporation as amended.
This item was filed as part of the Registrant's Form
10-K for the year ended June 30, 1988 and is
herein incorporated by reference. --
3 (b)- By Laws as amended. This item was filed
as part of the Registrant's Form10-K for the year
ended June 30, 1988 and is herein incorporated by
reference. --
4 (a)- Agreement dated as of September 18, 1997
with Sovereign Bank providing for the borrowing of
$2,300,000 against issuance of a mortgage note payable
to the Bank. This item was filed as part of
the Registrant's Form 10-K for the year ended June 30,
1997 and is herein incorporated by reference.
--
4 (a)- Mortgage note modification agreement dated
December 27, 2001 with Sovereign Bank providing for
reducing outstanding balance to $975,000, reducing interest
rate, and extending term to January 1, 2005 This item
was filed as part of the Registrant's Form
10-K for the year ended June 30, 2002 and is herein
incorporated by reference. --
4 (b)- Line of credit agreement dated as of September
18, 1997 with Sovereign Bank providing for the borrowing
of up to $500,000. This item was filed as part of the
Registrant's Form 10-K for the year ended June 30, 1997
and is herein incorporated by reference. --
4 (c)- 2001 Stock Option Plan. This item was filed
with the Registrant's Definitive Proxy Statement for
the 2001 annual meeting of stockholders on December 5,
2001 and is herein incorporated by reference.
4 (c)- Amendment and Restatement of the 1998 Stock
Option Plan. This item was filed with the Registrant's
Definitive Proxy Statement for the 2001 annual meeting
of stockholders on December 5, 2001 and is herein
incorporated by reference.
31.1 Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of Treasurer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (previously filed with the
Registrant's Form 10-K for the year ended June 30, 2004).
32.2 Certification of Treasurer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (previously filed with the Registrant's Form 10-K
for the year ended June 30, 2004).
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H.D. Dewey, certify that:
1. I have reviewed this annual report on Form 10-K of The Dewey
Electronics Corporation;
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. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer 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 most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) 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: October 27, 2004
By: /s/ John H.D. Dewey
John H.D. Dewey
President and Chief
Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thom A. Velto, certify that:
1. I have reviewed this annual report on Form 10-K of The Dewey
Electronics Corporation;
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. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer 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 most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) 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: October 27, 2004
By:/s/ Thom A. Velto
Thom A. Velto
Treasurer