-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QexgYVNYj0gOAFLv5LV1nizU2Bo28mN9urHzHtU6fUw66RAHuT6rRWvuvBOOi0Af wEYiKaYkHlrcph1mHwZXRQ== 0000041980-03-000003.txt : 20030206 0000041980-03-000003.hdr.sgml : 20030206 20030206132918 ACCESSION NUMBER: 0000041980-03-000003 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020928 FILED AS OF DATE: 20030206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GODDARD INDUSTRIES INC CENTRAL INDEX KEY: 0000041980 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042268165 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02052 FILM NUMBER: 03542191 BUSINESS ADDRESS: STREET 1: 705 PLANTATION ST CITY: WORCESTER STATE: MA ZIP: 01605 BUSINESS PHONE: 5088522435 MAIL ADDRESS: STREET 1: P O BOX 165 CITY: WORCESTER STATE: MA ZIP: 01613-0765 10KSB/A 1 fy02q4ka_5.txt AMEND FY2002 FORM 10KSB (10KSB/A) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 28, 2002 or [ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from __________ to ___________. Commission File No. 0-2052 GODDARD INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2268165 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 705 Plantation Street, Worcester, Massachusetts 01605 (Address of principal executive office) (Zip Code) Issuer's telephone number, including area code: (508)852-2435 Securities registered under Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange On Which Registered None N/A Securities registered under Section 12(g) of the Exchange Act: Common Stock $.01 par value (Title of class) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ X] The registrant's net revenues for its most recent fiscal year are $6,435,781. The aggregate market value of the registrant's Common Stock, par value $.01 per share, held by non-affiliates of the registrant at December 17, 2002 was approximately $512,137, based on the mean of the high and low sale prices on that date as reported by the OTC Bulletin Board. As of December 13, 2002, there were outstanding 2,560,684 shares of Common Stock, par value $.01 per share. The purpose of this Form 10-KSB/A is to provide the information required by Part III of this Report which, in the original Form 10-KSB, was incorporated by reference to the registrant's Proxy Statement involving the election of directors, which was originally expected to be filed within 120 days after the end of the registrant's fiscal year. Transitional Small Business Disclosure Format: Yes No X - 2 - PART III ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of Exchange Act. Beneficial Ownership The following table sets forth certain information, as of December 31, 2002, with respect to the directors, and with respect to each named executive officer in the Summary Compensation Table under Item 10, "Executive Compensation," all executive officers and directors as a group (9 persons) and each person known to the Company to own five percent or more of the Company's Common Stock. This table is based on information furnished by such persons. Number of Shares of Year Director Common Stock Percent Term Would or Officer Beneficially of Common Expire Name Since Owned Stock and Class Salvatore J. Vinciguerra 1998 714,800(2) 23.8% 2005 Class 3 Dr. Jacky Knopp, Jr. 1972 119,000(3) 4.8% 2005 Class 3 Saul I. Reck 1959 348,930(4) 13.5% 2003 Class 1 Lyle E. Wimmergren 1978 26,000(5) 1.2% 2004 Class 2 Dr. Robert E. Humphreys 1997 576,950(6) 22.5% 2004 Class 2 Donald R. Nelson 1973 125,040(7) 5.2% -- Kenneth E. Heyman 2001 50,000(8) 1.9% -- John S. Vandore 2002 35,070(9) 1.4% -- All executive officers and directors as a group (9 persons) -- 2,000,790 62.5% -- Joseph A. Lalli 6 Middlemont Way, Stow, MA -- 183,550(10) 7.2% -- (1) Unless otherwise noted, each person's address is c/o Goddard Industries, Inc., 705 Plantation Street, Worcester, Massachusetts 01605, and each person identified possesses sole voting and investment power with respect to the shares set forth opposite such person's name. (2) Includes options exercisable within 60 days to acquire 440,000 shares held by Mr. Vinciguerra. (3) Includes 32,000 shares owned by Dr. Knopp's wife, as to which he disclaims beneficial ownership, and options exercisable within 60 days to acquire 21,000 shares held by Dr. Knopp. (4) Includes 5,250 shares held in the name of Mr. Reck's wife, as to which he disclaims beneficial ownership, and options exercisable within 60 days to acquire 25,000 shares held by Mr. Reck. (5) Consists of options exercisable within 60 days to acquire 21,000 shares held by Mr. Wimmergren. - 3 - (6) Includes 217,650 shares as to which Dr. Humphreys has sole voting and dispositive power and 240,300 shares as to which Dr. Humphreys shares voting and dispositive power by virtue of a power of attorney over the investment accounts of seven persons. Dr. Humphreys and certain other persons, acting as a group, beneficially own an aggregate of 457,950 shares. Also includes options exercisable within 60 days to acquire 21,000 shares held by Dr. Humphreys. Dr. Humphreys' address is One Innovation Drive, Worcester, Massachusetts 01605. (7) Includes 19,900 shares owned jointly with Mr. Nelson's wife and options exercisable within 60 days to acquire 47,140 shares held by Mr. Nelson. (8) Includes options exercisable within 60 days to acquire 25,000 shares held by Mr. Heyman. (9) Includes options exercisable within 60 days to acquire 35,070 shares held by Mr. Vandore. (10) Based upon information reported in Schedule 13D, Amendment No. 6 filed with the Securities and Exchange Commission. Mr. Lalli has sole voting and dispositive power over 154,050 shares and shared voting and dispositive power with his wife over 29,500 shares. Directors Mr. Saul I. Reck, age 84, the founder of the Company, has served as a director since 1960, as Chairman of the Board until March 2002, and as President and Treasurer from 1960 until October 19, 1998. Dr. Jacky Knopp, Jr., age 80, has served as a director since 1972. For more than five years, he has been an account executive at the stock brokerage firm of Moors & Cabot, Inc. and its predecessors. Dr. Knopp is also Professor Emeritus of Canisius College, Buffalo, New York. Mr. Lyle Wimmergren, age 71, has served as a director since 1978. He is Professor Emeritus of Management at Worcester Polytechnic Institute, Worcester, Massachusetts. Dr. Robert Humphreys, age 60, has served as a director since 1997. Dr. Humphreys was elected as Chairman of the Board of Directors on March 8, 2002. Since August 1995, Dr. Humphreys has been President of Antigen Express, Inc., a biotech company focused on creating drugs for auto-immune diseases. Prior to August 1995, he was Professor and interim Chair of the Department of Pharmacology at the University of Massachusetts Medical School. Mr. Salvatore J. Vinciguerra, age 64, has served as a director, Chief Executive Officer, President and Treasurer of the Company since October 19, 1998. Prior to joining the Company, he served as Chief Executive Officer and director of Ferrofluidics Corporation from June 1996 until June 1998 and as its President from January 1995 until June 1996. From 1990 until 1994, Mr. Vinciguerra served as President and Chief Executive Officer of the Weighing and Systems Group of Staveley Industries, plc., prior to which he was President and Chief Executive - 4 - Officer of Weightronix, Inc, from 1990 until it was acquired by Staveley Industries in 1991. He was with Instron Corporation from 1968 until 1990, in various senior capacities, including President and Chief Operating Officer from 1985 until 1991, and with whom he spent six years in Japan as President of Instron Japan and Director of Instron's Asia/Pacific Operations from 1976 until 1982. Mr. Vinciguerra is a member of the Board of Directors of Metrisa Corporation and Photran Corporation, a member of the Board of Directors of the Japan Society of Boston, and a Trustee of the Conservatory Lab Charter School of Boston. Executive Officers Mr. Kenneth E. Heyman, age 60, joined Goddard Industries, Inc. as Vice President of Finance and Controller in May 2000. Mr. Heyman was the Corporate Controller of MJ Research, Inc. from 1996 to 2000, affiliated companies that manufacture equipment and supplies for the molecular biology industry. Previously he served as controller of domestic and international manufacturing companies in industrial and biotech environments. Mr. Donald R. Nelson, age 67, has been Vice President of Engineering of Goddard Valve Corporation and a senior officer of Goddard Industries, Inc. since 1972. He joined Goddard Valve in 1965 as its Chief Engineer. Mr. Nelson has made many technological and safety innovations in cryogenic valves throughout his career. He is a member of the Compressed Gas Association, where he has served on numerous technical committees. Mr. Maxwell C. Chester, age 59, is the Managing Director of Mack Valves Pty Ltd, a company which he sold to Goddard Industries, Inc. in November 2000. For over 25 years prior to November 2000, he owned and operated his own businesses involved in the design and erection of industrial water towers. Mr. Chester received a Certificate of Mechanical Engineering from the University of New South Wales (presently the New South Wales Institute of Technology), and is a member of the Australian Institute of Company Directors, a Director of the Xavier College Foundation, Inc, and a Director of the Advisory Council for Children with impaired hearing. Mr. John S. Vandore, age 50, has been President of the Goddard Cryogenics division of Goddard Industries, Inc. since November 2001. He joined Goddard Industries, Inc. in May 2001 as Managing Director of Goddard Industries Europe in England. Prior to joining Goddard, Mr. Vandore was associated with the valve industry in many senior capacities. In 1987, he became Managing Director of Truflo Valves ("Truflo"), a manufacturer of cryogenic ball valves for LNG, which position involved substantial exposure to the Asia Pacific market. FCx International acquired Truflo in 1991. In 1995, Mr. Vandore became Managing Director of Bestobell Valves, an FCx company specializing in cryogenic valves for air separation. From 1997 until 2000, he was Chief Executive of FCx North America building a specialty valve distribution business by means of acquisition. - 5 - Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers and directors, and persons who own more than 10% of the Company's common Stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. Executive officers, directors and greater than 10% stockholders are required to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company's review of the copies of such forms it has received and written representations from certain reporting persons that they were not required to file Forms 5 for specified fiscal years, the Company believes that all of its executive officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them during the Company's fiscal year ended September 28, 2002. ITEM 10. Executive Compensation. The following table sets forth information concerning the annual compensation for the chief executive officer and each of the other most highly compensated executive officers of the Company whose annual salary and bonus, if any, before the reductions described in Note 1 to the table, exceeded $100,000 for services in all capacities to the Company during the last fiscal year (referred to as the "named executive officers"). SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation Secur ities Other Restr underly Other Fiscal Annual icted ing Op LTIP Comp Name and Year Compen stock tions pay ensa Principal Position Ended Salary Bonus sation award /SARs outs tion Salvatore J. Vinciguerra 9/28/02 $156,000 $ - $ - - 250,000(1) - - Chief Executive Officer, 9/29/01 180,000 - - President & Treasurer 9/30/00 180,000 - 15,000(2) - - - - Kenneth E. Heyman 9/28/02 $ 80,000 - $ 5,000(3) - - - - Vice President of 9/29/01 90,000 - 5,000(3) - - - - Finance & Controller Donald R. Nelson 9/28/02 $ 88,000 $ - $ 5,000(4) - 24,400(1) - - Vice President of 9/29/01 108,000 - - - - - - Engineering 9/30/00 103,000 5,000 7,000(4) - - - - John S. Vandore 9/28/02 $132,000 $ - - - 27,200(1) - - President, Goddard Cryogenics - 6 - (1) In May 2002, as part of a program to reduce expenses, the Company granted incentive stock options under the Company's 1998 Equity Incentive Plan to certain senior Company managers in lieu of pay and fees, in the amount of approximately three shares for each annual dollar of pay reduction over a ten month period commencing May 22, 2002 and ending March 21, 2003. The options were granted at an exercise price of $0.525, the mean between the bid and asked price on May 22, 2002. Substantially all of the options vest ratably over the ten month period. For additional information, refer to Note 8 to the financial statements, Common Stock Options, contained herein. (2) Consists of payments made by the Company to Mr. Vinciguerra as a percentage of management fees received by the Company for Mr. Vinciguerra's services rendered pursuant to the terms of an agreement, which ended in the quarter ended June 29, 2002, between the Company and Carr Separations, Inc. (3) Consists of cash payments for use of automobile. (4) Consists of cash payments used for purchase of retirement benefits. The following table shows information concerning the granting of stock options during fiscal 2002 and the percentage of stock options granted to all employees. OPTION/SAR GRANTS IN LAST FISCAL YEAR Percent of total Number of options/SARs Exer Securities granted to cise underlying employees or Expira options/SARs in fiscal base tion granted year price Date Name (#) (%) ($ /Sh) Salvatore J. Vinciguerra 250,000 82.9% $0.525 5/22/12 Donald R. Nelson 24,400 8.1 0.525 5/22/12 John S. Vandore 27,200 9.0 0.525 5/22/12 - 7 - The following table shows information concerning the exercise of stock options during fiscal 2002 and the fiscal year-end value of unexercised options and stock appreciation rights. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options/SARs Options/SARs Shares at 9/28/02 at 9/28/02 Acquired Value Exercisable/ Exercisable/ on Exercise Realized Unexercisable Unexercisable Name (#) ($) (#) ($) Salvatore J. Vinciguerra -- -- 327,500/212,500 $ - / $ - Donald R. Nelson -- -- 42,260/ 42,140 $ - / $ - Kenneth E. Heyman -- -- 25,000/ 25,000 $ - / $ - John S. Vandore -- -- 29,630/ 72,570 $ - / $ - In connection with the hiring of Mr. Vinciguerra as Chief Executive Officer, President and Treasurer, the Company entered into an Employment Agreement with him dated October 19, 1998. Under the Employment Agreement, Mr. Vinciguerra is entitled to an initial base salary of $140,000 per year, plus a bonus of up to 25% of his base salary at the discretion of the Board of Directors. In addition, he was granted stock options as follows: (i) ten year incentive stock options to acquire 200,000 shares of Common Stock on October 19, 1998, which options vest 25% at the end of each of the first four years of employment, with acceleration of vesting upon the happening of certain events; (ii) ten year incentive stock options to acquire 50,000 shares of Common Stock on October 22, 1999, which options vest 25% immediately and 25% on each of the first three anniversaries of the grant of the stock options; and (iii) ten year incentive stock options to acquire 40,000 shares of Common Stock granted on May 16, 2000, which options vest 25% on each of the first four anniversaries of the grant of the stock options. Mr. Vinciguerra is entitled to six months of severance compensation upon termination of his employment by the Company other than for cause. In addition, the Company has entered into a Management Services Deed with Maxwell Chester and Maxwell Industrial Sales Pty Ltd ("Maxwell Industries"), an entity controlled by Mr. Chester, dated November 1, 2000. The term of this agreement is three years with an option to extend the term for a period of one year, and for additional periods of one year. Under the agreement, the Company is to pay Maxwell Industries a yearly consultancy fee of AUD$150,000 ($82,000 at fiscal year-end exchange rate). The agreement provides that neither Mr. Chester nor Maxwell Industries can compete with the Company in various jurisdictions and for varying time periods. - 8 - The Company has also entered into an agreement with Mr. Heyman, its Vice President of Finance and Controller, under which Mr. Heyman is entitled to six months of severance compensation upon termination of his employment by the Company other than for cause. Compensation of Directors Each director who is not also an officer or employee of the Company receives a base fee of $2,400 per year. Each director who is not also an officer or employee of the Company and who lives in the Greater Worcester area receives $500 for each Board of Directors meeting he attends. Each director who is not also an officer or employee of the Company and who lives outside the Greater Worcester area receives $750 for each such meeting, plus travel expenses to and from Worcester. Each non-employee director who participates in a Board of Directors meeting by telephone will receive a fee equal to $250. No extra compensation is paid for attendance at meetings of committees. In May 2002, in lieu of payment of portions of retainer and meeting fees, each non-employee director was granted a non-qualified stock option in the amount of 10,000 shares of Common Stock at an exercise price of $0.525, equal to the mean between the low bid and high ask price on the day of the grant. Substantially all of the options vest ratably over the ten month period. All non-employee directors as a group were granted 40,000 stock options during fiscal year 2002, of which 22,000 shares vested, and were paid $6,150, for services rendered during fiscal year 2002. The Board of Directors has a Severance Compensation Plan for certain officers and all directors in the event that there is a "change in control" of the Company not approved by the Board of Directors resulting in the termination of employment or reduction in the duties and responsibilities of the President, Vice-Presidents and Treasurer (as determined by the Board of Directors) and/or a termination of service as director of the Company. The plan provides that such President, Vice-Presidents and Treasurer will continue to receive the compensation being paid to them at the time of the termination or change in the nature of employment, for a period of five years following such termination or change, and the non-employee directors will continue to receive directors' fees of $500 or $750 per fiscal quarter, depending on whether or not the director lives in the Greater Worcester area, or $250 if the meeting is held by telephone conference, for such five year period. At the current rate of compensation this would entail an aggregate payment of approximately $1,639,000 to the executive officers as a group and a payment of approximately $32,500 to the non-employee directors as a group. - 9 - ITEM 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information Number of securi ties remaining available for future issuance Number of securi Weighted average under equity ties to be issued exercise price compensation plans upon exercise of of outstanding (excluding securi outstanding war options, warrants ties reflected Plan category rants and rights and rights in column (a) (a) (b) (c) (#) ($) (#) Equity compensation plans approved by 928,100 $ 1.12 71,900 security holders Equity compensation plans not approved - - - by security holders Totals 928,100 $ 1.12 71,900 Information required by this Item 11 is hereby incorporated from Item 9. ITEM 12. Certain Relationships and Related Transactions. Pursuant to a Sale of Business Agreement dated November 1, 2000 under which the Company acquired Mack Valves Pty Ltd, Maxwell Chester, the current Managing Director of Mack Valves Pty Ltd., is eligible to receive approximately AUD$800,000 ($440,000) in cash and AUD$422,500 ($232,000) in options to purchase up to 150,000 shares of Common Stock in the event that certain earnout targets contained in the Sale of Business Agreement are met. ITEM 13. Exhibits and Reports on Form 8-K. (a)(1) Financial Statements. 1. Report of Greenberg, Rosenblatt, Kull & Bitsoli, P.C. dated November 23, 2002. (See page 24 hereof.) 2. Report of Stockford Audit & Assurance Services, dated December 23, 2002, and consent. (See pages 25 and 26 hereof.) - 10- 3. Consolidated Balance Sheets as of September 28, 2002 and September 29, 2001. (See page 27 and 28 hereof.) 4. Consolidated Statement of Operations for the fifty- two weeks ended September 28, 2002, September 29, 2001, and September 30, 2000. (See page 29 hereof.) 5. Consolidated Statements of Stockholders' Equity for the fifty-two weeks ended September 28, 2002, September 29, 2001 and September 30, 2000. (See pages 30 and 31 hereof.) 6. Consolidated Statements of Cash Flows for the for the fifty-two weeks ended September 28, 2002, September 29, 2001 and September 30, 2000. (See pages 32 and 33 hereof.) 7. Notes to the Consolidated Financial Statements. (See pages 34-49 hereof.) (a)(2) Exhibits. (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession: (a) Form of Sale of Business Agreement. (Filed as Exhibit 1 to the Company's Form 8-K filed on November 15, 2000.)* (3) Articles of Incorporation and By-Laws: (a)(1) Restated Articles of Organization, dated March 31, 1971. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 28, 1985.)* (a)(2) Articles of Amendment to Restated Articles of Organization, dated June 1, 1972. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 28, 1985.)* (a)(3) Articles of Amendment to Restated Articles of Organization, dated October 11, 1985. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 28, 1985.)* (a)(4) Articles of Amendment to Restated Articles of Organization dated March 13, 1987. - 11 - (Filed as Exhibit 3 to the Company's Form 10-Q for the quarter ended March 28, 1987.)* (a)(5) Articles of Amendment to Restated Articles of Organization dated December 18, 2001. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 29, 2001.)* (b)(1) By-Laws (filed as Exhibit 19 to the Company's Form 10-Q for the quarter ended March 31, 1984.)* (b)(2) By-Law Amendment dated as of September 28, 1990. (Filed as Exhibit 3(b)(2) to the Company's Form 10-K for the fiscal year ended September 29, 1990.)* (4) Instruments Defining the Rights of Security Holders: (a) Specimen certificate of common stock. (Filed as Exhibit 4(a) of Registration Statement on Form S-1 Registration No. 2-16854 of Reva Enterprises, Inc., now Goddard Industries, Inc.)* (10) Material Contracts: (a) Adoption Agreement (Non-Standardized Code 401(k) Profit Sharing Plan) dated July 31, 1991, together with related Defined Contribution Prototype Plan and Trust Agreement. (Filed as Exhibit 10(h) to the Company's Form 10-K for the fiscal year ended September 28, 1991.)* (c) Employment Agreement between the Company and Salvatore J. Vinciguerra dated October 19, 1998. (Filed as Exhibit 10(h) to the Company's Form 10-KSB for the fiscal year ended October 3, 1998.)* (d) 1998 Equity Incentive Plan. (Filed as Exhibit 10(i) to the Company's Form 10-KSB for the fiscal year ended October 3, 1998.)* (11) Statement Re Computation of Per Share Earnings. The Statement Re Computation of Per Share Earnings is set forth in Note 17 to the Company's Consolidated Financial Statements. - 12 - (21) Subsidiaries of the Registrant. (Filed as Exhibit 21 to the Company's Form 10-K for the fiscal year ended September 29, 2001.)* (23) See consent included with accountant's report of Stockford Audit & Assurance Services. (99) Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). *Not filed herewith. In accordance with Rule 12b-23 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Commission. (b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the last quarter of the period covered by this report. - 13 - SIGNATURES In accordance with to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized. GODDARD INDUSTRIES, INC. Dated: February 6, 2003 By: /s/Salvatore J. Vinciguerra Salvatore J. Vinciguerra President and Chief Executive Officer - 14 - CERTIFICATIONS I, Salvatore J. Vinciguerra, certify that: 1. I have reviewed this amendment to annual report on Form 10-KSB/A of Goddard Industries, Inc.; 2. Based on my knowledge, this amendment to 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 amendment to 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 - 15 - 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 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 6, 2003 By /s/Salvatore J. Vinciguerra Salvatore J. Vinciguerra Principal Executive Officer (Signature and Title) - 16 - CERTIFICATIONS I, Kenneth E. Heyman, certify that: 7. I have reviewed this amendment to annual report on Form 10-KSB/A of Goddard Industries, Inc.; 8. Based on my knowledge, this amendment to 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 amendment to annual report; 9. 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; 10. 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; 11. 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 - 17 - 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 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 6, 2003 By /s/Kenneth E. Heyman Kenneth E. Heyman Principal Financial Officer (Signature and Title) - 18 - EXHIBIT INDEX Exhibit Number Number (a)(1) Financial Statements. 1. Report of Greenberg, Rosenblatt, Kull & Bitsoli, P.C. dated November 23, 2002. (See page 24 hereof.) 2. Report of Stockford Audit & Assurance Services, dated December 23, 2002, and consent. (See pages 25 and 26 hereof.) 3. Consolidated Balance Sheets as of September 28, 2002 and September 29, 2001. (See pages 27 and 28 hereof.) 4. Consolidated Statements of Operations for the fifty- two weeks ended September 28, 2002, September 29, 2001, and September 30, 2000. (See page 29 hereof.) 5. Consolidated Statements of Stockholders' Equity for the fifty-two weeks ended September 28, 2002, September 29, 2001 and September 30, 2000. (See pages 30 and 31 hereof.) 6. Consolidated Statements of Cash Flows for the fifty-two weeks ended September 28, 2002, September 29, 2001 and September 30, 2000. (See pages 32 and 33 hereof.) 7. Notes to the Consolidated Financial Statements. (See pages 34-49 hereof.) (a)(2) Exhibits. (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession: (a) Form of Sale of Business Agreement. (Filed as Exhibit 1 to the Company's Form 8-K filed on November 15, 2000.)* (3) Articles of Incorporation and By-Laws: (a)(1) Restated Articles of Organization, dated March 31, 1971. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 28, 1985.)* - 19 - (a)(2) Articles of Amendment to Restated Articles of Organization, dated June 1, 1972. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 28, 1985.)* (a)(3) Articles of Amendment to Restated Articles of Organization, dated October 11, 1985. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 28, 1985.)* (a)(4) Articles of Amendment to Restated Articles of Organization dated March 13, 1987. (Filed as Exhibit 3 to the Company's Form 10-Q for the quarter ended March 28, 1987.)* (a)(5) Articles of Amendment to Restated Articles of Organization dated December 18, 2001. (Filed as Exhibit 3 to the Company's Form 10-K for the fiscal year ended September 29, 2001.)* (b)(1) By-Laws (filed as Exhibit 19 to the Company's Form 10-Q for the quarter ended March 31, 1984.)* (b)(2) By-Law Amendment dated as of September 28, 1990. (Filed as Exhibit 3(b)(2) to the Company's Form 10-K for the fiscal year ended September 29, 1990.)* (4) Instruments Defining the Rights of Security Holders: (a) Specimen certificate of common stock. (Filed as Exhibit 4(a) of Registration Statement on Form S-1 Registration No. 2-16854 of Reva Enterprises, Inc., now Goddard Industries, Inc.)* (10) Material Contracts: (a) Adoption Agreement (Non-Standardized Code 401(k) Profit Sharing Plan) dated July 31, 1991, together with related Defined Contribution Prototype Plan and Trust Agreement. (Filed as Exhibit 10(h) to the Company's Form 10-K for the fiscal year ended September 28, 1991.)* (b) Employee Stock Purchase Plan dated December 9, 1993. (Filed as Exhibit 10(h) to the Company's Form 10-KSB for the fiscal year ended October 1, 1994.)* - 20 - (c) Employment Agreement between the Company and Salvatore J. Vinciguerra dated October 19, 1998. (Filed as Exhibit 10(h) to the Company's Form 10-KSB for the fiscal year ended October 3, 1998.)* (d) 1998 Equity Incentive Plan. (Filed as Exhibit 10(i) to the Company's Form 10-KSB for the fiscal year ended October 3, 1998.)*. (11) Statement Re Computation of Per Share Earnings. The Statement Re Computation of Per Share Earnings is set forth in Note 17 to the Company's Consolidated Financial Statements. (21) Subsidiaries of the Registrant. (Filed as Exhibit 22 to the Company's Form 10-K for the fiscal year ended September 30, 1989.)* (23) See consent included with accountants report of Stockford Audit & Assurance Services. (99) Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) - 21 - Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Goddard Industries, Inc., a Massachusetts corporation (the "Company"), does hereby certify, to the best of such officer's knowledge and belief, that: (1) the Annual Report on FORM, 10-KSB for the period ended September 28, 2002 (the "Report") of the Company 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 materials respects, the financial condition and results of operations of the Company. Dated: February 6, 2003 _______________________________________ Salvatore J. Vinciguerra Chief Executive Office - 22 - Exhibit 99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Goddard Industries, Inc., a Massachusetts corporation (the "Company"), does hereby certify, to the best of such officer's knowledge and belief, that: (1) the Annual Report on FORM, 10-KSB for the period ended September 28, 2002 (the "Report") of the Company 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 materials respects, the financial condition and results of operations of the Company. Dated: February 6, 2003 _______________________________________ Kenneth E. Heyman Chief Financial Officer - 23 - -----END PRIVACY-ENHANCED MESSAGE-----