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KEWAUNEE SCIENTIFIC CORP /DE/ - Annual Report: 2003 (Form 10-K)

Form 10-K
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

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 April 30, 2003

 

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 0-5286

 


 

KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   38-0715562

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

 

2700 West Front Street

Statesville, North Carolina

  28677-2927
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (704) 873-7202

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock $2.50 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 10-K.   x

 

The aggregate market value of shares of voting stock held by non-affiliates of the Registrant was approximately $16,269,597 based on the last reported sale price of the Registrant’s Common Stock on October 31, 2002, the last business day of the Registrant’s most recently completed second fiscal quarter. (Only shares beneficially owned by directors of the Registrant (excluding shares subject to options) were excluded as shares held by affiliates. By including or excluding shares owned by anyone, the Registrant does not admit for any other purpose that any person is or is not an affiliate of the Registrant.)

 

As of July 3, 2003, the Registrant had outstanding 2,482,745 shares of Common Stock.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Those portions of Kewaunee Scientific Corporation’s annual report to stockholders for the fiscal year ended April 30, 2003, and of the proxy statement for use in connection with Kewaunee Scientific Corporation’s annual meeting of stockholders to be held on August 27, 2003, indicated in this report are incorporated by reference into Parts I, II and III hereof.

 



Table of Contents
     Table of Contents

   Page or Reference

PART I

              
    

Item 1.

   Business    3
    

Item 2.

   Properties    4
    

Item 3.

   Legal Proceedings    5
    

Item 4

   Submission of Matters to a Vote of Security Holders    5

PART II

              
    

Item 5.

   Market for Registrant’s Common Equity and Related Stockholder Matters    6
    

Item 6.

   Selected Financial Data    6
    

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    6
    

Item 7A.

   Quantitative and Qualitative Disclosures About Market Risk    6
    

Item 8.

   Financial Statements and Supplementary Data    6
    

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    6

PART III

              
    

Item 10.

   Directors and Executive Officers of the Registrant    7
    

Item 11.

   Executive Compensation    8
     Item 12.    Security Ownership of Certain Beneficial Owners and Management    8
    

Item 13.

   Certain Relationships and Related Transactions    8
    

Item 14.

   Controls and Procedures    9

PART IV

              
    

Item 15.

   Exhibits, Financial Statement Schedules, and Reports on Form 8-K    10

SIGNATURES

             13

CERTIFICATIONS

             14

EXHIBIT INDEX

             16

 

 

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PART I

 

Item  1.   Business

 

General

 

The principal business of the Registrant is the design, manufacture and installation of scientific and technical furniture. These products are primarily sold through purchase orders and contracts submitted by customers, through the Registrant’s dealers and commissioned agents, a national distributor, and through competitive bids submitted by the Registrant, and subsidiaries located in Singapore and Bangalore, India.

 

The Company’s operations are classified into two business segments: laboratory products and technical products. The laboratory products segment principally designs, manufactures, and installs steel and wood laboratory cabinetry, fume hoods, flexible systems and worksurfaces. Laboratory products are sold principally to pharmaceutical, biotechnology, industrial, chemical and commercial research laboratories, educational institutions, health care institutions, and governmental entities. The technical products segment principally manufactures and sells technical furniture including network metal cabinetry, network storage systems, workstations, workbenches, and computer enclosures. Technical products are sold principally to manufacturing facilities and users of computer and networking furniture. Financial information pertaining to each of the Registrant’s business segments is presented in Note 9, “Segment Information,” at page 24 of the Registrant’s annual report to stockholders for the year ended April 30, 2003, which Note is incorporated herein by reference.

 

It is common in the laboratory furniture industry for customer orders to require delivery at extended future dates, because the products are frequently to be installed in buildings yet to be constructed. Changes or delays in building construction may cause delays in delivery of the orders. Since prices are normally quoted on a firm basis in the industry, the Registrant bears the burden of possible increases in labor and material costs between receipt of an order and delivery of the product.

 

The need for working capital and the credit practices of the Registrant are comparable to those of other companies manufacturing and selling similar products in similar markets. Payments for the Registrant’s laboratory products are received over longer periods of time than payments for many other types of manufactured products, thus requiring increased working capital. In addition, payment terms associated with certain projects provide for a retention amount until completion of the project, thus also increasing required working capital.

 

The principal raw materials and products manufactured by others used by the Registrant in its products are cold-rolled carbon and stainless steel, hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and electrical fittings. Such materials and products are purchased from multiple suppliers and are readily available.

 

The Registrant holds various patents and patent rights but does not consider that its success or growth is dependent upon its patents or patent rights. The Registrant’s business is not dependent upon licenses, franchises or concessions.

 

The Registrant’s business is not cyclical, although sales are sometimes lower during the Registrant’s third quarter because of slower construction activity in certain areas of the country during the winter months. The Registrant’s business is not dependent on any one or a few customers; however, sales to VWR International represented 14 percent, 12 percent, and 13 percent of the Registrant’s total sales in fiscal years 2003, 2002 and 2001, respectively.

 

The Registrant’s order backlog at April 30, 2003 was $51.5 million, as compared to $34.2 million at April 30, 2002 and $35.5 million at April 30, 2001. All but $947,000 of the backlog at April 30, 2003 was scheduled for shipment during fiscal year 2004; however, it may reasonably be expected that

 

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delays in shipments will occur because of customer rescheduling or delay in completion of projects which involve the installation of the Registrant’s products. Based on past experience, the Registrant expects that more than 90 percent of its order backlog at April 30, 2003 will be shipped during fiscal year 2004.

 

Competition

 

The Registrant considers the industries in which it competes to be highly competitive and believes that the principal competitive factors are price, product performance, and customer service. A significant portion of the business of the Registrant is based upon competitive public bidding.

 

Research and Development

 

The amount spent during the fiscal year ended April 30, 2003 on company-sponsored research and development activities related to new products or services or improvement of existing products or services was $721,571. The amounts spent for similar purposes in the fiscal years ended April 30, 2002 and 2001 were $618,273 and $742,860, respectively.

 

Environmental Compliance

 

In the last three fiscal years, compliance with federal, state or local provisions enacted or adopted regulating the discharge of materials into the environment has had no material effect on the Registrant. There are no material capital expenditures anticipated for such purposes, and no material effect therefrom is anticipated on the earnings or competitive position of the Registrant.

 

Employees

 

The number of persons employed by the Registrant at April 30, 2003 was 543.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

Certain statements included and referenced in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, economic, competitive, governmental, and technological factors affecting the Company’s operations, markets, products, services, and prices. The cautionary statements made pursuant to the Reform Act herein and elsewhere by the Company should not be construed as exhaustive. The Company cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. In addition, readers are urged to consider statements that include the terms “believes,” “belief,” “expects,” “plans,” “objectives,” “anticipates,” “intends” or the like to be uncertain and forward-looking.

 

Item  2.   Properties

 

The Registrant owns and operates three plants in Statesville, North Carolina. The plants are involved in the production of the Registrant’s products. The plants are located in three separate adjacent buildings, which contain manufacturing facilities and warehouse space. Sales and marketing, administration, engineering and drafting personnel and facilities are also located in each of the three buildings. The Registrant’s corporate offices are located in the largest building. The plant buildings together comprise approximately 382,000 square feet and are located on approximately 20 acres of land. In addition, at April 30, 2003, the Registrant leased warehouse facilities totaling 132,000 square feet in Statesville, North Carolina.

 

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The Company also owns and has for sale two vacant buildings which together comprise approximately 129,000 square feet located on 30 acres in Lockhart, Texas. This property was the site of the Company’s technical products business until this business was relocated to Statesville in fiscal year 2003.

 

All of the facilities which the Registrant owns are held free and clear of any encumbrances. The Registrant believes its facilities are suitable for their respective uses and are adequate for its current needs.

 

Item  3.   Legal Proceedings

 

The Company is involved in a legal dispute with Bernards Bros. Inc., a former customer of the Company. The dispute was the subject of lengthy arbitration proceedings completed in December 2000. In fiscal year 2001, the Company recorded a charge of $391,000, including an estimated liability of $134,000 for final settlement of the matter, based on its interpretation of the Arbitrator’s award. In June 2003, a judgment was entered in the case against the Company and two other defendants identifying the responsibility for the payment of the Arbitrator’s award. The Company continues to analyze the judgment; however, the Company believes its ultimate liability under the judgment approximates the amount previously recorded in the financial statements.

 

In fiscal year 1998, the Company filed a Complaint against a general contractor to recover certain costs incurred by the Company outside of the scope of a construction contract. On April 28, 2003, an agreement was reached between the Company and the Assistant Attorney General responsible for the New York State University Construction Fund (the “Fund”) for the resolution of this claim. The agreement includes the immediate payment of approximately $500,000 to the Company, with a reservation of the Company’s right to seek additional interest on the agreed upon costs recovered by the Company under the settlement. The agreement remains unenforceable until approval by the Board of Directors of the Fund and additional representatives of the New York State Attorney General’s Office. The Company has been informed orally that such approvals were obtained in the first quarter of fiscal year 2004 and payment of the settlement amount is expected to be received in the first or second quarter of such year. When the settlement is paid, the Company expects to recognize a gain of approximately $300,000 after deducting legal costs in the matter.

 

From time to time, the Registrant is involved in certain other disputes and litigation relating to claims arising out of its operations in the ordinary course of business. Further, the Registrant periodically is subject to government audits and inspections. The Registrant believes that any such matters presently pending will not, individually or in the aggregate, have a material adverse effect on the Registrant’s results of operations or financial condition.

 

Item  4.   Submission of Matters to a Vote of Security Holders

 

Not Applicable.

 

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PART II

 

Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters

 

Incorporated by reference from the Registrant’s annual report to stockholders for the fiscal year ended April 30, 2003, page 27, sections entitled “Range of Market Prices” and “Quarterly Financial Data”. As of July 3, 2003, the Registrant estimates there were approximately 1,004 stockholders of the Registrant’s common shares, of which 273 were stockholders of record.

 

 

Item 6.   Selected Financial Data

 

Incorporated by reference from the Registrant’s annual report to stockholders for the fiscal year ended April 30, 2003, page 26, section entitled “Summary of Selected Financial Data.”

 

 

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Incorporated by reference from the Registrant’s annual report to stockholders for the fiscal year ended April 30, 2003, pages 8-11, section entitled “Management’s Discussion and Analysis.”

 

 

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

 

The Registrant is exposed to market risk in the area of interest rates. This exposure is associated with amounts outstanding under a bank note, certain lease obligations for production machinery, and any future advances under the revolving credit loan, all of which are priced on a floating rate basis. The Registrant believes that this exposure to market risk is not material. The Registrant entered into an interest swap agreement in fiscal year 2002, whereby $1.5 million of the outstanding principal amount of the bank note effectively converted to a fixed rate of 6.37%, beginning May 1, 2002. The notional amount of this interest rate hedge is reduced in the same proportion as the principal balance of the bank note over the remaining term of the bank note.

 

 

Item 8.   Financial Statements and Supplementary Data

 

Incorporated by reference from the Registrant’s annual report to stockholders for the fiscal year ended April 30, 2003, pages 12-24.

 

 

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not Applicable.

 

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PART III

 

Item 10.   Directors and Executive Officers of the Registrant

 

(a) Incorporated by reference from the Registrant’s proxy statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 1-4, section entitled “Election of Directors”.

 

(b) The names and ages of the Registrant’s executive officers and their business experience during the past five years are set forth below:

 

Executive Officers of the Registrant

 

Name


 

Age


 

Position


William A. Shumaker

  55  

President and Chief Executive Officer

D. Michael Parker

  51  

Senior Vice President, Finance,

Chief Financial Officer,

Treasurer and Secretary

Roger L. Eggena

  62  

Vice President, Manufacturing

James J. Rossi

  61  

Vice President, Human Resources

Kurt P. Rindoks

  45  

Vice President, Engineering

and Product Development

Kenneth E. Sparks

  40  

Vice President,

General Manager

Technical Furniture Group

 

William A. Shumaker has served as President of the Registrant since August 1999 and Chief Executive Officer since September 2000. He was elected a director of the Registrant in February 2000. He served as the Chief Operating Officer from August 1998, when he was also elected as Executive Vice President, until September 2000. Mr. Shumaker served as Vice President and General Manager of the Laboratory Products Group from February 1998 to August 1998. He joined the Registrant in December 1993 as Vice President of Sales and Marketing.

 

D. Michael Parker joined the Registrant in November 1990 as Director of Financial Reporting and Accounting and was promoted to Corporate Controller in November 1991. Mr. Parker has served as Chief Financial Officer, Treasurer and Secretary since August 1995. He was elected Vice President of Finance in August 1995 and Senior Vice President of Finance in August 2000.

 

Roger L. Eggena joined the Registrant in August 1997 as a plant manager and was promoted to Director of Manufacturing in January 1998. He was elected a Vice President of the Registrant in August 2000. Prior to joining the Registrant, Mr. Eggena was Vice President of Manufacturing with MDT Corporation from 1992 to 1996 and a consultant with Phillips Resource Group from 1996 to 1997.

 

James J. Rossi joined the Registrant in March 1984 as Corporate Director of Human Resources and has served as Vice President of Human Resources since January 1996.

 

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Kurt P. Rindoks joined the Registrant in July 1985 as an engineer. He was promoted to Director of Product Development in August 1991 and assumed the additional responsibilities of Director of Engineering in July 1995. He has served as Vice President of Engineering and Product Development since September 1996. Additionally, from May 1998 through October 2001, he served as General Manager of the Company’s Resin Materials Division.

 

Kenneth E. Sparks joined the Registrant in December 1997 as Director of Sales and Marketing of the Technical Furniture Group and was named General Manager of the Technical Furniture Group in August 1999. He was elected a Vice President in February 2001. Prior to joining the Registrant, Mr. Sparks was Vice President of Customer Satisfaction with AllSteel, Inc. from 1996 to 1997 and held various leadership positions in sales and marketing with The HON Company from 1986 to 1996.

 

 

Item 11.   Executive Compensation

 

Incorporated by reference from the Registrant’s proxy statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 5-7, section entitled “Executive Compensation,” pages 8-9, section entitled “Compensation Committee Report on Executive Compensation,” and page 12, section entitled “Agreements with Certain Executives.”

 

 

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Information regarding the security ownership of certain beneficial owners and management is incorporated by reference from the Registrant’s proxy statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 13-14, sections entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners.”

 

The following table sets forth certain information as of April 30, 2003 with respect to compensation plans under which our equity securities are authorized for issuance:

 

Plan Category


  

Number of

securities to be

issued upon

exercise of

outstanding

options, warrants

and rights

(a)


  

Weighted average

exercise price of

outstanding options,

warrants and rights

(b)


  

Number of securities

remaining available for

future issuance under
equity compensation

plans (excluding

securities reflected in

column (a))

(c)


Equity Compensation Plans approved by Security Holders:

              

1991 Key Employee Stock Option Plan

   129,325    $9.83    -0-

1993 Stock Option Plan for Directors

       5,000    $9.95    -0-

2000 Key Employee Stock Option Plan

     79,528    $9.33    20,472

Equity Compensation Plans not approved by Security Holders:

           —          —            —  

 

 

Item 13.   Certain Relationships and Related Transactions

 

Incorporated by reference from the Registrant’s proxy statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 1-4, section entitled “Election of Directors” and page 12, section entitled “Agreements with Certain Executives.”

 

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Item 14.   Controls and Procedures

 

We maintain disclosure controls and procedures that are intended to ensure that the information required to be disclosed in our Exchange Act filings is properly and timely recorded, processed, summarized and reported. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of April 30, 2003. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective for fiscal year 2003 covered by this Form 10-K. In designing disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Nevertheless, management believes that the Company’s disclosure controls and procedures are effective.

 

There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date of their evaluation.

 

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PART IV

 

Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

The following documents are filed or incorporated by reference as part of this report:

 

(a)(1)   

Financial Statements

  

Page or

Reference


    

Consolidated Statements of Operations Years ended April 30, 2003, 2002 and 2001

   12*
    

Consolidated Statements of Stockholders’ Equity Years ended April 30, 2003, 2002 and 2001

   12*
    

Consolidated Balance Sheets – April 30, 2003 and 2002

   13*
    

Consolidated Statements of Cash Flows – Years ended April 30, 2003, 2002 and 2001

   14*
    

Notes to Financial Statements

   15-24*
    

Report of Independent Accountants

   25*
(a)(2)   

Financial Statement Schedule

    
    

Report of Independent Accountants on Financial Statement Schedules

   11
    

Schedule I – Valuation and Qualifying Accounts

   12
     All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(a)(3)    Exhibits     
     Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto at pages 16 through 19 and which is incorporated herein by reference.
(b)    Reports on Form 8-K     
     No reports on Form 8-K were filed during the Registrant’s fiscal year ended April 30, 2003.

*   Matters incorporated by reference to the page numbers shown in the Registrant’s annual report to stockholders for the year ended April 30, 2003.

 

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REPORT OF INDEPENDENT ACCOUNTANTS ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

 

To the Stockholders and Board of Directors of Kewaunee Scientific Corporation

 

Our audits of the financial statements referred to in our report dated June 4, 2003 appearing in the 2003 Annual Report to Shareholders of Kewaunee Scientific Corporation (which report and financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, Page 1 of this Financial Statement Schedule related to fiscal years ended April 30, 2003, 2002, and 2001 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements.

 

PRICEWATERHOUSECOOPERS LLP

Charlotte, North Carolina

June 4, 2003

 

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Schedule I, Page 1

 

Kewaunee Scientific Corporation

Valuation and Qualifying Accounts

($ in thousands)

 

Description


   Balance at
Beginning
of Period


   Bad Debt
Expense


   Deductions*

    Balance at
End of Period


Year ended April 30, 2003

                            

Allowance for doubtful accounts

   $ 597    $ 258    $ (361 )   $ 494
    

  

  


 

Year ended April 30, 2002

                            

Allowance for doubtful accounts

   $ 389    $ 155    $ 53     $ 597
    

  

  


 

Year ended April 30, 2001

                            

Allowance for doubtful accounts

   $ 490    $ 144    $ (245 )   $ 389
    

  

  


 

 

*   Uncollectible accounts written off, net of recoveries.

 

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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 by the undersigned, thereunto duly authorized.

 

KEWAUNEE SCIENTIFIC CORPORATION

By:

 

/s/    WILLIAM A. SHUMAKER         


   

William A. Shumaker

President and Chief Executive Officer

 

Date: July 23, 2003

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.

 

(i)   Principal Executive Officer               )
                    )
   

/s/    WILLIAM A. SHUMAKER        


William A. Shumaker

President and Chief Executive Officer

             

)

)

)

                    )
(ii)   Principal Financial and Accounting Officer               )
                    )
   

/s/    D. MICHAEL PARKER        


D. Michael Parker

Senior Vice President, Finance

Chief Financial Officer

Treasurer and Secretary

             

)

)

)

)

)

                    )
(iii)   A majority of the Board of Directors:               ) July 23, 2003
                    )

/s/    MARGARET BARR BRUEMMER        


Margaret Barr Bruemmer

     

/s/    SILAS KEEHN        


Silas Keehn

     

)

)

)

                )

/s/    JOHN C. CAMPBELL, JR.        


John C. Campbell, Jr.

     

/s/    ELI MANCHESTER, JR.        


Eli Manchester, Jr.

     

)

)

)

                )

/s/    WILEY N. CALDWELL        


Wiley N. Caldwell        

     

/s/    JAMES T. RHIND        


James T. Rhind

     

)

)

                )

/s/    WILLIAM A. SHUMAKER    


             

)

)

William A. Shumaker               )

 

 

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CERTIFICATIONS

 

I, William A. Shumaker, certify that:

 

1.   I have reviewed this annual report on Form 10-K of Kewaunee Scientific Corporation;

 

2.   Based on my knowledge, this annual 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 annual report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures 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 annual report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

/s/    WILLIAM A. SHUMAKER        


William A. Shumaker

President

and Chief Executive Officer

 

Date: July 23, 2003

 

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CERTIFICATIONS

 

I, D. Michael Parker, certify that:

 

1.   I have reviewed this annual report on Form 10-K of Kewaunee Scientific Corporation;

 

2.   Based on my knowledge, this annual 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 annual report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures 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 annual report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

/s/    D. MICHAEL PARKER        


D. Michael Parker

Senior Vice President, Finance

Chief Financial Officer

 

Date: July 23, 2003

 

15


Table of Contents

KEWAUNEE SCIENTIFIC CORPORATION

 

Exhibit Index

 

              

Page Number

(or Reference)


3   

Articles of incorporation and by-laws

    
    

3.1

  

Restated Certificate of incorporation (as amended)

     (2)
     3.2   

By-Laws (as amended as of May 22, 2002)

   (15)

10

   Material Contracts     
     10.1    Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (as Amended and Restated Effective as of May 1, 2001)      (1)
    

10.2

   Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (as Amended and Restated Effective as of May 1, 2001)      (1)
     10.2A    First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation      (1)
     10.3    Kewaunee Scientific Corporation Supplemental Retirement Plan      (3)
     10.19    Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan      (4)
     10.19A    First Amendment dated August 28, 1996 to the Kewaunee Scientific Corporation Key Employee Stock Option Plan      (8)
     10.19B    Second Amendment dated August 26, 1998 to the Kewaunee Scientific Corporation Key Employee Stock Option Plan    (10)
     10.21    Kewaunee Scientific Corporation Executive Deferred Compensation Plan      (5)
     10.21A    Second Amendment dated June 17, 1997 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan      (9)
     10.21B    Third Amendment dated June 17, 1997 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan      (9)

 

16


Table of Contents
               Page Number
(or Reference)


    

10.21C

   Fourth Amendment dated December 1, 1998 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan    (10)
    

10.21D

   Fifth Amendment dated December 5, 2001 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan    (15)
    

10.21E

   Sixth Amendment dated December 17, 2002 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan      (1)
    

10.21F

   Seventh Amendment dated February 28, 2002 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan      (1)
    

10.26

   Kewaunee Scientific Corporation Stock Option Plan for Directors      (6)
    

10.34

   401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation      (7)
    

10.34A

   Amendments (2) dated June 17, 1997 to the 401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation      (9)
    

10.34B

   Amendments (12) dated December 17, 2002 to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation      (1)
    

10.38

   Change of Control agreement dated as of November 12, 1999 between William A. Shumaker and the Registrant.    (11)
    

10.38A

   Change of Control agreement extension dated as of June 25, 2002 between William A. Shumaker and the Registrant.    (15)
    

10.39

   Change of Control agreement dated as of November 12, 1999 between D. Michael Parker and the Registrant.    (11)
    

10.39A

   Change of Control agreement extension dated as of June 25, 2002 between D. Michael Parker and the Registrant.    (15)
    

10.40

   Change of Control agreement dated as of November 12, 1999 between James J. Rossi and the Registrant.    (11)
    

10.40A

   Change of Control agreement extension dated as of June 25, 2002 between James J. Rossi and the Registrant.    (15)

 

17


Table of Contents
              

Page Number

(or Reference)


    

10.41

   Change of Control agreement dated as of January 20, 2000 between Kurt P. Rindoks and the Registrant.    (11)
    

10.41A

   Change of Control agreement extension dated as of June 25, 2002 between Kurt P. Rindoks and the Registrant.    (15)
    

10.42

   Kewaunee Scientific Corporation Pension Equalization Plan    (12)
    

10.42A

   First Amendment dated May 27, 1999 to the Kewaunee Scientific Corporation Pension Equalization Plan    (12)
    

10.43

   Letter Agreement dated as of July 18, 1997 between Roger L. Eggena and the Registrant    (14)
    

10.44

   Change of Control agreement dated as of February 23, 2003 between Kenneth E. Sparks and the Registrant      (1)
    

10.45

   Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan    (13)
    

10.46

   Fiscal Year 2004 Incentive Bonus Plan      (1)

13

   Annual Reports to Stockholders for the fiscal year ended April 30, 2003 (Such Report, except to the extent
incorporated herein by reference, is being furnished for the information of the Securities and Exchange
Commission only and is not deemed filed as a part of this annual report on Form 10-K)
     (1)

23

  

Consent of PricewaterhouseCoopers LLP

     (1)

99

  

Additional Exhibits

    
    

99.1

   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      (1)
    

99.2

   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      (1)

 

(All other exhibits are either inapplicable or not required.)

 

18


Table of Contents

Footnotes

 

  (1)   Filed with this Form 10-K with the Securities and Exchange Commission.

 

  (2)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1985, and incorporated herein by reference.

 

  (3)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1985, and incorporated herein by reference.

 

  (4)   Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 26, 1991, and incorporated herein by reference.

 

  (5)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1992, and incorporated herein by reference.

 

  (6)   Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 23, 1993, and incorporated herein by reference.

 

  (7)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1996, and incorporated herein by reference.

 

  (8)   Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 31, 1996, and incorporated herein by reference.

 

  (9)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1998, and incorporated herein by reference.

 

(10)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1999, and incorporated herein by reference.

 

(11)   Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended January 31, 2000, and incorporated herein by reference.

 

(12)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2000, and incorporated herein by reference.

 

(13)   Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 20, 2000 and incorporated herein by reference.

 

(14)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2001, and incorporated herein by reference.

 

(15)   Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2002, and incorporated herein by reference.

 

19