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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2000
OR
[ ] 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 0-6050
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POWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0106100
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8550 MOSLEY DRIVE, HOUSTON, TEXAS 77075-1180
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (713) 944-6900
Securities registered pursuant to Section 12(b) of the Act:
NONE
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
Indicate by "X" 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 "X" 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $145,788,066 as of January 23, 2001. The number
of shares of the Company's Common Stock outstanding on that date was 10,321,000
shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2001 annual meeting of stockholders
to be filed not later than 120 days after October 31, 2000 are incorporated by
reference into Part III.
EXPLANATORY NOTE
This filing amends certain information on the cover page and adds Exhibit
10.12 to Item 14. No other items have been amended.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
Financial Statements -- See Index to Consolidated Financial Statements at
Item 8 of this report
EXHIBIT
NUMBER DESCRIPTION
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2.1 -- Asset Purchase Agreement dated as of June 20, 1996 by and
between Rolls-Royce North America, Inc. and Rolls-Royce
Acquisition Corp. and U.S. Turbine Corp. and the Company
(filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K dated August 8, 1996 and incorporated herein by
reference).
2.2 -- First Amendment to Asset Purchase Agreement dated July
26, 1996 by and between Rolls-Royce North America, Inc.
and Rolls-Royce Acquisition Corp. and U.S. Turbine Corp.
and the Company (filed as Exhibit 2.2 to the Company's
Current Report on Form 8-K dated August 8, 1996 and
incorporated herein by reference).
3.1 -- Articles of Incorporation and Certificates of Amendment
of Powell Industries, Inc. dated July 20, 1987 and March
13, 1992 (filed as Exhibit 3 to the Company's Form 10-K
for the fiscal year ended October 31, 1982, Form 10-Q for
the quarter ended July 31, 1987, and Form 10-Q for the
quarter ended April 30, 1992, respectively, and
incorporated herein by reference).
3.2 -- By-laws of Powell Industries, Inc. (filed as Exhibit 3.2
to the Company's Form 10-Q for the quarter ended April
30, 1995 and incorporated herein by reference).
*10.1 -- Powell Industries, Inc., Incentive Compensation Plan for
2000.
10.2 -- Description of Supplemental Executive Benefit Plan (filed
as Exhibit 10 to the Company's Form 10-K for the fiscal
year ended October 31, 1984, and incorporated herein by
reference).
10.3 -- Credit Agreement dated August 15, 1997 between Powell
Industries, Inc. and Bank of America Texas, N.A. (filed
as Exhibit 10.5 to the Company's Form 10-Q for the
quarter ended July 31, 1997 and incorporated herein by
reference).
10.4 -- Amendments dated September 16, 1998, September 25, 1998
and October 15, 1998 to credit agreement between Powell
Industries, Inc., and Bank of America Texas, N.A. (filed
as Exhibit 10.6 to Company's Form 10-K for the fiscal
year ended October 31, 1998 and incorporated herein by
reference).
10.5 -- Fourth Amendments dated February 26, 1999 to credit
agreement between Powell Industries, Inc. and Bank of
America Texas N.A. (filed as Exhibit 10.6 to Company's
10-Q for quarter ended April 30, 1999 and incorporated
herein by reference).
10.6 -- 1992 Powell Industries, Inc. Stock Option Plan (filed as
Exhibit 4.2 to the Company's registration statement on
Form S-8 ended July 26, 1994 (File No. 33-81998) and
incorporated herein by reference).
10.7 -- The Powell Industries, Inc. Directors' Fees Program
(filed as Exhibit 10.7 to the Company's Form 10-K for the
fiscal year ended October 31, 1992, and incorporated
herein by reference).
10.8 -- The Powell Industries, Inc. Executive Severance
Protection Plan (filed as Exhibit 10.7 to the Company's
Form 10-Q for the quarter ended April 30, 1996, and
incorporated herein by reference).
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EXHIBIT
NUMBER DESCRIPTION
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10.9 -- Amendment to Powell Industries, Inc. Stock Option Plan
(filed as Exhibit 10.8 to the Company's Form 10-Q for the
quarter ended April 30, 1996 and incorporated herein by
reference).
10.10 -- Settlement Agreement effective September 3, 1998 by and
among National Westminister Bank, plc, Powell Industries,
Inc., Powell Energy Systems, Inc., Empire Energy
Management Systems, Inc., Empire Cogen and Brian Travis
(filed as Exhibit 10.11 to the Company's Form 10-Q for
quarter ended July 31, 1998 and incorporated herein by
reference).
10.11 -- Fifth Amendment dated December 31, 1999 to credit
agreement between Powell Industries, Inc. and Bank of
America Texas N.A. (filed as Exhibit 10.12 to the
Company's Form 10-K for the fiscal year ended October 31,
1999 and incorporated herein by reference).
**10.12 -- Powell Industries, Inc. 2000 Non-Employee Director Stock
Option Plan.
*21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of Independent Public Accountants.
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* Filed previously with Form 10-K for the fiscal year ended October 31, 2000
** Filed herewith.
(b) Reports on Form 8-K.
None
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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 of the undersigned, thereunder duly authorized.
POWELL INDUSTRIES, INC.
By: /s/ THOMAS W. POWELL
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Thomas W. Powell
President and Chief Executive
Officer
(Principal Executive and
Financial Officer)
By: /s/ ROBERT B. GREGORY
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Robert B. Gregory
Corporate Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed 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/ THOMAS W. POWELL Chairman of the Board February 16, 2001
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(Thomas W. Powell)
/s/ JOSEPH L. BECHERER Director February 16, 2001
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(Joseph L. Becherer)
/s/ EUGENE L. BUTLER Director February 16, 2001
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(Eugene L. Butler)
/s/ BONNIE L. POWELL Director February 16, 2001
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(Bonnie L. Powell)
/s/ STEPHEN W. SEALE, JR. Director February 16, 2001
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(Stephen W. Seale, Jr.)
/s/ LAWRENCE R. TANNER Director February 16, 2001
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(Lawrence R. Tanner)
/s/ ROBERT C. TRANCHON Director February 16, 2001
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(Robert C. Tranchon)
/s/ RONALD J. WOLNY Director February 16, 2001
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(Ronald J. Wolny)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.11 -- Fifth Amendment dated December 31, 1999 to credit
agreement between Powell Industries, Inc. and Bank of
America Texas N.A. (filed as Exhibit 10.12 to the
Company's Form 10-K for the fiscal year ended October 31,
1999 and incorporated herein by reference).
**10.12 -- Powell Industries, Inc. 2000 Non-Employee Director Stock
Option Plan.
*21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of Independent Public Accountants.
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* Filed previously with Form 10-K for the fiscal year ended October 31, 2000
** Filed herewith.