10-K/A 1 form10ka33104.txt JACO ELECTRONICS, INC. 10K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended.........................................June 30, 2003 [ ] 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 0-5896 -------------------------------------------------------- JACO ELECTRONICS, INC. (Exact name of registrant as specified in its charter) New York 11-1978958 -------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 145 Oser Avenue, Hauppauge, New York 11788 ------------------------------------ --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (631) 273-5500 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 per share (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] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes: No: X The aggregate market value of voting common equity held by non-affiliates of the registrant, computed by reference to the closing price on December 31, 2002 was $12,592,390. The registrant has no non-voting common equity. Number of shares outstanding of each class of Common Stock, as of September 22, 2003: 5,927,082 shares (excluding 659,900 treasury shares). DOCUMENTS INCORPORATED BY REFERENCE: None. EXPLANATORY NOTE This Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K for the year ended June 30, 2003, filed on September 29, 2003, as amended by our Amendment No.1 on Form 10-K/A thereto, filed on October 28, 2003 (the "Form 10-K"), is being filed to amend and restate only the following item of the Form 10-K: Part II, Item 9A. Controls and Procedures. Other than this item, none of the information contained in the Form 10-K has been revised or amended. Item 9A. Controls and Procedures An evaluation was performed, under the supervision and with the participation of the Company's management, including the Company's Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of June 30, 2003. Based upon that evaluation, the Company's management, including its Principal Executive Officer and Principal Financial Officer, has concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no changes in the Company's internal control over financial reporting or in other factors identified in connection with this evaluation that occurred during the fiscal year ended June 30, 2003 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 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. Date: March 31, 2004 JACO ELECTRONICS, INC. By: /s/ Joel H. Girsky ----------------------------------------------------- Joel H. Girsky, Chairman, President and Treasurer (Principal Executive Officer) By: /s/ Jeffrey D. Gash ----------------------------------------------------- Jeffrey D. Gash, Executive Vice President Finance and Secretary (Principal Financial and Accounting Officer)