10-K 1 d10k.txt FORM 10-K 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, 2002 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 (IRS Employer Identification No.) incorporation or organization) 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 1,779,542 shares of voting stock held by non-affiliates of the Registrant was approximately $18,756,373 based on the last reported sale price of the Registrant's Common Stock on July 2, 2002. (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 5, 2002, the Registrant had outstanding 2,469,996 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, 2002, and of the proxy statement for use in connection with Kewaunee Scientific Corporation's annual meeting of stockholders to be held on August 28, 2002, indicated in this report are incorporated by reference into Parts I, II and III hereof. 1
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 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 9 SIGNATURES 12 EXHIBIT INDEX 13
2 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. 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 furniture, worksurfaces, and fume hoods. 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 storage systems, workstations, workbenches, computer enclosures, and related accessories. 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 25 of the Registrant's annual report to stockholders for the year ended April 30, 2002, 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 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 12 percent, 13 percent, and 11 percent of the Registrant's total sales in fiscal years 2002, 2001 and 2000, respectively. The Registrant's sales order backlog at April 30, 2002 was $34.2 million, down from $35.5 million at April 30, 2001 and up from $31.5 million at April 30, 2000. All but $1.5 million of the backlog at April 30, 2002 was scheduled for shipment during fiscal year 2003; however, it may reasonably be expected that delays in shipments will occur because of customer rescheduling or delay in completion 3 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 backlog scheduled for shipment in fiscal year 2003 will be shipped during that year. 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, 2002 on company-sponsored research and development activities related to new products or services or improvement of existing products or services was $618,273. The amounts spent for similar purposes in the fiscal years ended April 30, 2001 and 2000 were $742,860 and $783,046, 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, 2002 was 609. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Certain statements included and referenced in this report, including the Letter to Stockholders, narrative text, captions and 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 and one in Lockhart, Texas. The plants are involved in the production of the Registrant's products. The plants in Statesville, North Carolina 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, 2002, the Registrant leased multiple warehouse facilities totaling 62,000 square feet in 4 Statesville, North Carolina. The Registrant has entered into an agreement to lease a 100,000 square foot warehouse facility in Statesville once construction of such facility is completed. The new facility is expected to be completed in late calendar year 2002 and will replace the warehouse facilities leased by the Registrant at April 30, 2002. The plant in Lockhart, Texas is housed in a building of approximately 129,000 square feet located on approximately 30 acres. In addition, a separate 10,000 square foot office building on this site houses certain administrative personnel. 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 is the subject of lengthy arbitration proceedings completed in December 2000. The arbitration was the result of a claim for unpaid contract amounts owed to the Registrant by Bernards Bros. Inc. and a counter-claim by Bernards Bros. Inc. against the Registrant for breach of contract, claiming that the Company unreasonably delayed Bernards Bros. Inc.'s project. 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 fiscal year 2002, pursuant to a Petition to Confirm Arbitration Award in Los Angeles Superior Court, a judgment was issued against the Company in this matter for approximately $1.3 million. The Company believes that the judgment entered by the trial court is inconsistent with the Arbitrator's award, and the Company intends to vigorously contest such judgment. The Company has filed an appeal with the Court of Appeals of the State of California (Bernards Bros. v. Kewaunee Scientific, et. al. Appellate Case No. B 152623) regarding this judgment. If appeal efforts are unsuccessful, the Company could be liable up to the amount of the judgment. 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. 5 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, 2002, page 28, sections entitled "Range of Market Prices" and "Quarterly Financial Data". As of July 5, 2002, the Registrant estimates there were approximately 1,020 stockholders of the Registrant's common shares, of which 289 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, 2002, page 27, 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, 2002, pages 10-13, 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 converts 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, 2002, pages 14-26. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. 6 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 28, 2002, 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 54 President and Chief Executive Officer D. Michael Parker 50 Senior Vice President, Finance, Chief Financial Officer, Treasurer and Secretary Roger L. Eggena 61 Vice President, Manufacturing James J. Rossi 60 Vice President, Human Resources Kurt P. Rindoks 44 Vice President, Engineering and Product Development Kenneth E. Sparks 39 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. 7 Kurt P. Rindoks joined the Registrant in July 1985 as an engineer and was promoted to Director of Engineering in July 1999 and to Director of Product Development in May 1992. 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 28, 2002, 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 28, 2002, 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, 2002 with respect to compensation plans under which our equity securities are authorized for issuance:
Number of Weighted average Number of securities securities to be exercise price of remaining available for issued upon outstanding options, future issuance under exercise of warrants and rights equity compensation outstanding plans (excluding options, warrants securities reflected in and rights column (a)) Plan Category (a) (b) (c) --------------------------- ----------------- -------------------- ------------------------- Equity Compensation Plans approved by Security Holders: 1991 Key Employee Stock 141,074 $9.37 -0- Option Plan 1993 Stock Option Plan for 5,000 $9.95 -0- Directors 2000 Key Employee Stock 40,750 $9.55 59,250 Option Plan 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 28, 2002, pages 1-4, section entitled "Election of Directors" and page 12, section entitled "Agreements with Certain Executives." 8 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K The following documents are filed or incorporated by reference as part of this report:
Page or (a)(1) Financial Statements Reference -------------------- --------- Consolidated Statements of Operations Years ended April 30, 2002, 2001 and 2000 14* Consolidated Statements of Stockholders' Equity Years ended April 30, 2002, 2001 and 2000 14* Consolidated Balance Sheets - April 30, 2002 and 2001 15* Consolidated Statements of Cash Flows - Years ended April 30, 2002, 2001 and 2000 16* Notes to Financial Statements 17-25* Report of Independent Accountants 26* (a)(2) Financial Statement Schedule ---------------------------- Report of Independent Accountants on Financial Statement Schedules 10 Schedule I - Valuation and Qualifying Accounts 11 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 13 through 17 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, 2002.
__________________________ * Matters incorporated by reference to the page numbers shown in the Registrant's annual report to stockholders for the year ended April 30, 2002. 9 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 3, 2002 appearing in the 2002 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, 2002, 2001, and 2000 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 3, 2002 10 Schedule I, Page 1 Kewaunee Scientific Corporation Valuation and Qualifying Accounts ($ in thousands)
Balance at Beginning Bad Debt Balance at Description of Period Expense Deductions* End of Period ----------- --------- ------- ---------- ------------- 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 ==== ==== ===== ==== Year ended April 30, 2000 Allowance for doubtful accounts $387 $123 $ (20) $490 ==== ==== ===== ====
* Uncollectible accounts written off, net of recoveries. 11 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 17, 2002 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 17, 2002 ) ) /s/ Margaret Barr Bruemmer /s/ Silas Keehn ) --------------------------- ---------------- Margaret Barr Bruemmer Silas Keehn ) ) ) /s/ John C. Campbell, Jr. /s/ Eli Manchester, Jr. ) -------------------------- ------------------------ John C. Campbell, Jr. Eli Manchester, Jr. ) ) ) /s/ William A. Shumaker /s/ James T. Rhind ) ------------------------ ------------------- William A. Shumaker James T. Rhind ) 12 KEWAUNEE SCIENTIFIC CORPORATION Exhibit Index -------------
Page Number (or Reference) -------------- 3 Articles of incorporation and by-laws 3.1 Restated Certificate of incorporation (as amended) (3) 3.2 By-Laws (as amended as of May 22, 2002) (1) 10 Material Contracts 10.9 Kewaunee Scientific Corporation Supplemental Retirement Plan (4) 10.13 Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Salaried Employees (2) 10.13A First Amendment dated June 4, 1996 to the Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Salaried Employees (10) 10.13B Second Amendment dated November 19, 1996 to the Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Salaried Employees (10) 10.14 Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Hourly Employees (2) 10.14A First Amendment dated August 27, 1996 to the Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Hourly Employees (10) 10.14B Second Amendment dated November 19, 1996 to the Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Hourly Employees (10)
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Page Number (or Reference) -------------- 10.19 Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan (5) 10.19A First Amendment dated August 28, 1996 to the Kewaunee Scientific Corporation Key Employee Stock Option Plan (9) 10.19B Second Amendment dated August 26, 1998 to the Kewaunee Scientific Corporation Key Employee Stock Option Plan (12) 10.21 Kewaunee Scientific Corporation Executive Deferred Compensation Plan (6) 10.21A Second Amendment dated June 17, 1997 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan (11) 10.21B Third Amendment dated June 17, 1997 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan (11) 10.21C Fourth Amendment dated December 1, 1998 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan (12) 10.21D Fifth Amendment dated December 5, 2001 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan (1) 10.26 Kewaunee Scientific Corporation Stock Option Plan for Directors (7) 10.34 401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (8) 10.34A Amendments (2) dated June 17, 1997 to the 401(K) Incentive Savings plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (11)
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Page Number (or Reference) -------------- 10.38 Change of Control agreement dated as of November 12, 1999 between William A. Shumaker and the Registrant. (13) 10.38A Change of Control agreement extension dated as of June 27, 2002 between William A. Shumaker and the Registrant. (1) 10.39 Change of Control agreement dated as of November 12, 1999 between D. Michael Parker and the Registrant. (13) 10.39A Change of Control agreement extension dated as of June 25, 2002 between D. Michael Parker and the Registrant. (1) 10.40 Change of Control agreement dated as of November 12, 1999 between James J. Rossi and the Registrant. (13) 10.40A Change of Control agreement extension dated as of June 25, 2002 between James J. Rossi and the Registrant. (1) 10.41 Change of Control agreement dated as of January 20, 2000 between Kurt P. Rindoks and the Registrant. (13) 10.41A Change of Control agreement extension dated as of June 25, 2002 between Kurt P. Rindoks and the Registrant. (1) 10.42 Kewaunee Scientific Corporation Pension Equalization Plan (14) 10.42A First Amendment dated May 27, 1999 to the Kewaunee Scientific Corporation Pension Equalization Plan (14) 10.43 Letter Agreement dated as of July 18, 1997 between Roger L. Eggena and the Registrant (16) 10.44 Letter Agreement dated as of November 10, 1997 between Kenneth E. Sparks and the Registrant (16) 10.45 Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan (15) 10.46 Fiscal Year 2003 Incentive Bonus Plan (1) 13 Annual Reports to Stockholders for the fiscal year ended April 30, 2002 (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)
(All other exhibits are either inapplicable or not required.) 15 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, 1987, 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 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. (5) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 26, 1991, and incorporated herein by reference. (6) 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. (7) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 23, 1993, and incorporated herein by reference. (8) 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. (9) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 31, 1996, 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, 1997, and incorporated herein by reference. (11) 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. (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, 1999, and incorporated herein by reference. (13) 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. (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, 2000, and incorporated herein by reference. (15) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 20, 2000 and incorporated herein by reference. 16 (16) 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. 17