10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 October 31, 2002
	OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-21084

CHAMPION INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

West Virginia (State or other jurisdiction of incorporation or organization)	55-0717455 (I.R.S. Employer Identification No.)
2450 First Avenue P.O. Box 2968 Huntington, West Virginia (Address of Principal Executive Offices)	25728 (Zip Code)

Registrant’s telephone number, including area code: (304) 528-2700

Securities registered pursuant to Section 12(b) of Act: None

Securities registered pursuant to Section 12(g) of Act: Common Stock, $1.00 par value

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

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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 the 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.

        [  ]

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 stock of the registrant held by non-affiliates as of January 10, 2003, was $14,703,893 of Common Stock, $1.00 par value. The outstanding common stock of the Registrant at the close of business on January 10, 2003 consisted of 9,713,913 shares of Common Stock, $1.00 par value.

Total number of pages including cover page — 16

DOCUMENTS INCORPORATED BY REFERENCE: Annual Report on Form 10-K for fiscal year ended October 31, 2002, filed on January 24, 2003 is incorporated by reference. Portions of the registration statement on Form S-2/A No. 333-47585, filed on March 16, 1998, are incorporated by reference into Part IV, Item 14. Portions of the Registrant’s definitive proxy statement dated February 14, 2003 with respect to its Annual Meeting of Shareholders to be held on March 17, 2003 are incorporated by reference into Part III, Items 10-13. Exhibit Index located on pages 13 — 16.

Explanatory Note

Champion Industries, Inc. hereby amends its Form 10-K for the year ended October 31, 2002, filed on January 24, 2003, by amending Part III, Item 12, to reflect in Item 12 the information with respect to equity compensation plan information required by Item 201 (d) of Regulation S-K rather than incorporate same by reference, and to correct cross references to page numbers of its proxy statement in Part III, Items 10 through 13.

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PART III

ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information relating to the directors of the Company is contained on pages 3 through 5 and page 15 of the Company’s definitive Proxy Statement, dated February 14, 2003, with respect to the Annual Meeting of Shareholders to be held on March 17, 2003, filed pursuant to regulation 14(a) of the Securities Exchange Act of 1934 and which is incorporated herein by reference.

ITEM 11 — EXECUTIVE COMPENSATION

     The information called for by this Item is contained on pages 8 through 12 of the Company’s definitive Proxy Statement, dated February 14, 2003, with respect to the Annual Meeting of Shareholders to be held on March 17, 2003, filed pursuant to regulation 14(a) of the Securities Exchange Act of 1934 and which is incorporated herein by reference.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Certain of the information called for by this Item is contained on pages 6 through 8 of the Company’s definitive Proxy Statement, dated February 14, 2003, with respect to the Annual Meeting of Shareholders to be held on March 17, 2003, filed pursuant to regulation 14(a) of the Securities Exchange Act of 1934 and which is incorporated herein by reference. Information with respect to securities authorized for issuance under equity compensation plans appears below.

Equity Compensation Plan Information

     The following table gives information about Company common stock that may be issued upon the exercise of options under the Company’s only existing equity compensation plan, the 1993 Stock Option Plan, as of October 31, 2002.

					(c) Number of
					Securities Remaining
	(a) Number of				Available for Future
	Securities to be				Issuance Under
	Issued Upon Exercise		(b) Weighted Average		Equity Compensation
	of Outstanding		Exercise Price of		Plans (Excluding
	Options, Warrants		Outstanding Options,		Securities Reflected
Plan Category	and Rights		Warrants and Rights		In Column (a))
Equity Compensation Plans Approved by Shareholders		230,000	$	5.41		532,939
Total		230,000	$	5.41		532,939

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ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information called for by this Item is contained on pages 13 and 14 of the Company’s definitive Proxy Statement, dated February 14, 2003, with respect to the Annual Meeting of Shareholders to be held on March 17, 2003, filed pursuant to regulation 14(a) of the Securities Exchange Act of 1934 and which is incorporated herein by reference.

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

3.     EXHIBITS

Number	Description	Reference
(99.1)	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - - Marshall T. Reynolds	Exhibit 99.1	Page Exhibit 99.1-p1
(99.2)	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - - Todd R. Fry	Exhibit 99.2	Page Exhibit 99.2-p1

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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.

Champion Industries, Inc.

By /s/ Marshall T. Reynolds                
Marshall T. Reynolds
Chief Executive Officer

By /s/ Kirby J. Taylor                            
Kirby J. Taylor
President and Chief Operating Officer

By /s/ Todd R. Fry                                
Todd R. Fry
Vice President and Chief Financial Officer

Date: February 17, 2003

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     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 indicated and on the dates indicated.

SIGNATURE AND TITLE	DATE
Robert H. Beymer, Director	February 17, 2003
/s/ Philip E. Cline Philip E. Cline, Director	February 17, 2003
/s/ Harley F. Mooney, Jr. Harley F. Mooney, Jr., Director	February 17, 2003
Todd L. Parchman, Director	February 17, 2003
/s/ A. Michael Perry A. Michael Perry, Director	February 17, 2003
/s/ Marshall T. Reynolds Marshall T. Reynolds, Director	February 17, 2003
/s/ Neal W. Scaggs Neal W. Scaggs, Director	February 17, 2003
/s/ Glenn W. Wilcox, Sr. Glenn W. Wilcox, Sr., Director	February 17, 2003

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CERTIFICATIONS

     I, Marshall T. Reynolds, Chairman of the Board of Directors and Chief Executive Officer of Champion Industries, Inc., certify that:

     1.     I have reviewed this annual report on Form 10-K/A of Champion Industries, Inc.;

     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 officers 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 we 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 officers 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 function):

     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 officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could

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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.

Date:	February 17, 2003	/s/ Marshall T. Reynolds
		Marshall T. Reynolds
		Chairman of the Board of Directors and
		Chief Executive Officer

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CERTIFICATIONS

     I, Todd R. Fry, Vice President and Chief Financial Officer of Champion Industries, Inc., certify that:

     1.     I have reviewed this annual report on Form 10-K/A of Champion Industries, Inc.;

     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 officers 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 we 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 officers 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 function):

     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 officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could

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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.

Date:	February 17, 2003	/s/ Todd R. Fry
		Todd R. Fry
		Vice President and Chief Financial Officer

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CERTIFICATIONS

     I, Kirby J. Taylor, President and Chief Operating Officer of Champion Industries, Inc., certify that:

     1.     I have reviewed this annual report on Form 10-K/A of Champion Industries, Inc.;

     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 officers 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 we 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 officers 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 function):

     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 officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could

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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.

Date:	February 17, 2003	/s/ Kirby J. Taylor
		Kirby J. Taylor
		President and Chief Operating Officer

12 EX-99.1 3 w83682exv99w1.htm SARBANES-OXLEY CERTIFICATION

EXHIBIT 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Champion Industries, Inc. (the “Company”) on Form 10-K/A for the period ending October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marshall T. Reynolds, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.

/s/ Marshall T. Reynolds
Marshall T. Reynolds, Chief Executive Officer

Date: February 17, 2003

13 EX-99.2 4 w83682exv99w2.htm SARBANES-OXLEY CERTIFICATION

EXHIBIT 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Champion Industries, Inc. (the “Company”) on Form 10-K/A for the period ending October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd R. Fry, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.

/s/ Todd R. Fry
Todd R. Fry, Vice President and Chief Financial Officer

Date: February 17, 2003

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