-----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, D9gxje9TqJdX4mL+0xI6AJWTiQpv2k/ltQlRD6UjnkDLRF9ZgX+cn0jvKqkBqPcp h77H1JVpMPyByzdFQvzVLw== 0001110550-06-000018.txt : 20060501 0001110550-06-000018.hdr.sgml : 20060501 20060501154803 ACCESSION NUMBER: 0001110550-06-000018 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07109 FILM NUMBER: 06794949 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 STREET 2: ELMA STATE: NY ZIP: 14059-0300 10KSB/A 1 tenksba.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2005 Commission File Number 1-07109 SERVOTRONICS, INC. (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) DELAWARE 16-0837866 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1110 MAPLE STREET 14059 ELMA, NEW YORK (Zip Code) (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (716) 655-5990 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, $.20 par value American Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE. Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ---- 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 disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- Issuer's revenues for its most recent fiscal year: $23,126,000 As of April 21, 2006 the aggregate market value of the voting common stock held by non-affiliates of the registrant was $12,650,984 based on the closing sales price reported by the American Stock Exchange on that day. As of April 21, 2006 the number of $.20 par value common shares outstanding was 2,389,857. Transitional Small Business Disclosure Format. Yes No X --- --- EXPLANATORY NOTE AS TO PURPOSE OF THIS AMENDMENT This Amendment No. 1 to the Annual Report on Form 10-KSB of Servotronics, Inc. (the "Company") for the fiscal year ended December 31, 2005 is being filed to provide information required by Items 9, 10, 11, 12, and 14 of Part III of the Annual Report on Form 10-KSB, rather than incorporate by reference portions of the proxy statement into Part III. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-KSB/A. For purposes of this Form 10-KSB/A, and in accordance with Rule 12b-15 under the Exchange Act, each item of our Annual Report on Form 10-KSB/A for the year ended December 31, 2005, as filed on March 31, 2006, that was affected by this amendment, has been amended and restated in its entirety. No attempt has been made in this Form 10-KSB/A to modify or update other disclosures as presented in our original Form 10-KSB, except as may be required to reflect such amendments. -2- PART III Item 9. Directors and Executive Officers of the Registrant. -------------------------------------------------- (a) DIRECTORS. The table below sets forth certain information regarding the directors of the Company, each of whom was elected at the Company's 2005 Annual Meeting of Shareholders. The term of office of each director is until the next Annual Meeting of Shareholders and until his successor is elected and shall have qualified. Position with the Company and Principal Occupation and Business Experience Name Age for Past Five Years - ---- --- ------------------------------------------ Dr. William H. Duerig 84 Director of the Company since 1990; Physicist and Senior Program Manager for Kearfott Guidance & Navigation Corporation for more than five years prior to retirement in 1993. Donald W. Hedges 84 Director of the Company since 1967; self-employed attorney since 1988. Nicholas D. Trbovich, Jr. 45 Director of the Company since 1990; Vice President of the Company since 1990; Director of Corporate Development of the Company from 1987 to 1990; Director of eAutoclaims, Inc. Dr. Nicholas D. Trbovich 70 Chairman of the Board of Directors, President and Chief Executive Officer of the Company since 1959. (b) EXECUTIVE OFFICERS. The following is a listing of the Company's current executive officers: Position with the Company and Principal Occupation and Business Experience Name Age for Past Five Years - ---- --- ------------------------------------------ Dr. Nicholas D. Trbovich 70 See table under "Directors." Nicholas D. Trbovich, Jr. 45 See table under "Directors." Raymond C. Zielinski 61 Vice President since 1990; Director of Manufacturing of the Company from 1983 to 1990. Cari L. Jaroslawsky 36 Treasurer and Chief Financial Officer of the Company since September 2005; CPA Consultant/Controller for the Company for more than five years prior to September 2005. -3- Nicholas D. Trbovich, Jr. is the son of Dr. Nicholas D. Trbovich. There are no other family relationships between any of the directors or executive officers of the Company. (c) Section 16(a) Beneficial Ownership Reporting Compliance. Based solely on its review of reports filed pursuant to Section 16(a) of the Securities Exchange Act or representations from directors and executive officers required to file such reports, the Company believes that all such filings required of its executive officers and directors were timely made. (d) CODE OF ETHICS. The Company has adopted a Code of Ethics and Business Conduct that applies to all directors, officers and employees of the Company as required by the listing standards of the American Stock Exchange. The Code is available on the Company's website at www.servotronics.com and the Company intends to disclose on this website any amendment to the Code. Waivers under the Code, if any, will be disclosed under the rules of the SEC and the American Stock Exchange. (e) AUDIT COMMITTEE FINANCIAL EXPERT. The Board has designated Dr. William H. Duerig as the Company's "Audit Committee financial expert" in accordance with the SEC rules and regulations. The Board has determined that Dr. Duerig is independent pursuant to Section 121A of the listing Standards of the American Stock Exchange. (f) IDENTIFICATION OF AUDIT COMMITTEE. The Board of Directors has a standing Audit Committee that consists of Dr. Duerig and Mr. Hedges. Each member of the Audit Committee is "independent" as that term is defined in the American Stock Exchange listing standards. Item 10. Executive Compensation. ---------------------- DIRECTORS' FEES. Under the Company's compensation arrangements, non-employee directors are paid a yearly director's fee of $10,000 plus a per meeting fee of $650 and reimbursement of actual expenses for attendance at Board meetings. Directors who are also employees do not receive the Director's and/or meeting fees. Members of the Audit Committee of the Board are paid a yearly Audit Committee fee of $2,500 plus a per-meeting fee of $450 and reimbursement of actual expenses for attendance at Audit Committee meetings. On December 30, 2005, Dr. Duerig and Mr. Hedges were granted options to purchase 7,500 shares of common stock at an exercise price of $4.70 per share. -4- COMPENSATION TABLE. The following table contains information with respect to the annual and long-term compensation for the years ended December 31, 2005, 2004 and 2003 for the Company's Chief Executive Officer and each other person who was an Executive Officer of the Company and received total salary and bonus in excess of $100,000 during 2005.
- --------------------------------------------------------------------------------------------------------------------------------- SUMMARY COMPENSATION TABLE - --------------------------------------------------------------------------------------------------------------------------------- Long Term Annual Compensation(2) Compensation - ---------------------------------------------------- -------------- ---------------------------- ------------------ ------------- Awards ------ Securities Underlying All Other Name and Options Compen- Principal Position Year Salary Bonus (1) (No. of Shares) sation (3) - ---------------------------------------------------- -------------- -------------- ------------- ------------------ ------------- Dr. Nicholas D. Trbovich................. 2005 $391,064 $40,000 25,000 $53,816 Chairman, President and CEO 2004 374,611 40,000 -- 9,665 2003 359,579 -- 50,000 34,886 - ---------------------------------------------------- -------------- -------------- ------------- ------------------ ------------- Raymond C. Zielinski..................... 2005 $145,725 $7,500 7,500 $5,169 Vice President 2004 139,576 5,000 -- 4,032 2003 134,263 -- 9,000 3,409 - ---------------------------------------------------- -------------- -------------- ------------- ------------------ ------------- Nicholas D. Trbovich, Jr................. 2005 $179,083 $25,000 15,000 $9,779 Director, Vice President 2004 162,500 15,000 -- 4,601 2003 139,446 -- 27,000 13,848 - ---------------------------------------------------- -------------- -------------- ------------- ------------------ ------------- Lee D. Burns............................. 2005 $102,596 -- -- $ 10,809 Former Treasurer, Secretary and CFO* 2004 127,942 $ 5,000 -- 1,038 2003 122,809 -- 9,000 12,569 - ---------------------------------------------------- -------------- -------------- ------------- ------------------ -------------
* Separated from the Company in September of 2005 - ------------------ (1) The "Bonus" column of the compensation table above includes discretionary incentive payments authorized by the Board of Directors and paid in the year indicated in the table. No bonuses were paid in the year 2003. Discretionary payments authorized for 2006 will be included in the compensation table for 2006 to the extent they are paid in that year. The Board of Directors has made no commitment for incentive payments in subsequent years. (2) The values of perquisites and other personal benefits are not shown on the table because the aggregate amount of such compensation (if any) for each year shown did not exceed 10% of the Executive Officer's annual salary and bonus for that year. -5- (3) All Other Compensation for 2005 includes (i) an allocation of 1,273 shares, 902 shares, and 1,136 shares for Dr. Trbovich, Mr. Zielinski and Mr. Trbovich, Jr., respectively, of common stock of the Company under the Servotronics, Inc. Employee Stock Ownership Plan valued as of November 30, 2004 (the date of the allocation) at the closing price on the American Stock Exchange on that date of $4.50 per share; (ii) $3,989, $1,112, $1,304 and $767 to Dr. Trbovich, Mr. Zielinski, Mr. Trbovich, Jr. and Mr. Burns, respectively, for life insurance; (iii) $44,099, $3,365 and $10,042 paid for Dr. Trbovich, Mr. Trbovich, Jr. and Mr. Burns, respectively, for vacation pay in lieu of time off pursuant to a policy that is generally applicable to all employees of the Company. OPTION GRANTS. The following table gives information with respect to stock options granted to the Executive Officers during 2005.
- -------------------------------------------------------------------------------------------------------------------- OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS) - -------------------------------------------------------------------------------------------------------------------- Number of Percent of Total Securities Options Underlying Granted to Options Employees Exercise of Expiration Name of Officer Granted(#) in Fiscal Year Base Price ($/Sh) Date - ----------------------------------------- ---------------------- ------------------ ------------------ ------------- - ----------------------------------------- ---------------------- ------------------ ------------------ ------------- Dr. Nicholas D. Trbovich............. 25,000 (1) 38.5% $4.70 12/30/15 - ----------------------------------------- ---------------------- ------------------ ------------------ ------------- Raymond C. Zielinski................. 7,500 (1) 11.5% $4.70 12/30/15 - ----------------------------------------- ---------------------- ------------------ ------------------ ------------- Nicholas D. Trbovich, Jr............ 15,000 (1) 23.1% $4.70 12/30/15 - ----------------------------------------- ---------------------- ------------------ ------------------ ------------- Cari L. Jaroslawsky................. 7,500 (1) 11.5% $4.70 12/30/15 - ----------------------------------------- ---------------------- ------------------ ------------------ -------------
- ------------------- (1) Immediately exercisable OPTION EXERCISES AND FISCAL YEAR END VALUES. No Executive Officer exercised options during 2005. The following table shows information with respect to the value of unexercised options held by the Executive Officers as of December 31, 2005. Valuation calculations for unexercised options are based on the closing price ($4.70) of a Share on the American Stock Exchange on December 31, 2005. All of the options granted to the Executive Officers are currently exercisable. -6-
- --------------------------------------------------------------------------------------------------------- FISCAL YEAR-END OPTION VALUES - --------------------------------------------------------------------------------------------------------- Value of Number of Unexercised Unexercised Securities In-The-Money Underlying Options at Options at Name of Officer Fiscal Year-End Fiscal Year End - --------------------------------------- ---------------------------- ------------------------------------ Dr. Nicholas D. Trbovich... 195,600 $180,698 - --------------------------------------- ---------------------------- ------------------------------------ Raymond C. Zielinski....... 37,800 $33,111 - --------------------------------------- ---------------------------- ------------------------------------ Nicholas D. Trbovich, Jr. . 102,800 $95,695 - --------------------------------------- ---------------------------- ------------------------------------ Cari L. Jaroslawsky........ 7,500 -0- - --------------------------------------- ---------------------------- ------------------------------------
EMPLOYMENT AGREEMENTS. Dr. Trbovich and Mr. Trbovich, Jr. have employment agreements with the Company pursuant to which they are entitled to receive minimum salary compensation of $397,400 and $182,000 per annum respectively, or such greater amount as the Company's Board of Directors may determine, and individual and spousal lifetime health and life insurance benefits. In the event of Dr. Trbovich's or Mr. Trbovich, Jr.'s death or total disability during the term of the employment agreement, they or their estate is entitled to receive 50% of the compensation they are receiving from the Company at the time of their death or disability during the remainder of the term of the employment agreement. Also, in the event of (i) a breach of the agreement by the Company, (ii) a change in control of the Company, as defined, or (iii) a change in the responsibilities, positions or geographic office location of Dr. Trbovich or Mr. Trbovich, Jr., they are entitled to terminate the agreement and receive a payment of 2.99 times their average annual compensation from the Company for the preceding five years. If this provision is invoked by Dr. Trbovich or Mr. Trbovich, Jr. and the Company makes the required payment, the Company will be relieved of any further salary liability under the agreement notwithstanding the number of years covered by the agreement prior to termination. The term of the agreement extends to and includes July 1, 2010, provided, however the term of the agreement will be automatically extended for one additional year beyond its then expiration date unless either party has notified the other in writing that the term will not be extended. If the Company elects not to extend the agreement, Dr. Trbovich or Mr. Trbovich, Jr. will be entitled to a severance payment equal to nine months' salary and benefits. -7- Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. ---------------------------------------------------------------------- (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table lists the persons that owned beneficially, as of April 7, 2006, more than 5% of the outstanding shares of common stock of the Company, based on the Company's records. Unless otherwise stated, each person has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by that person. Name and Address of Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class (1) - ---------------- -------------------- ---------- Servotronics, Inc. Employee Stock Ownership Trust (2) 816,467 (2) 32.9% 1110 Maple Street P.O. Box 300 Elma, New York 14059 Dr. Nicholas D. Trbovich 585,189 (3) 19.8% 1110 Maple Street P.O. Box 300 Elma, New York 14059 Harvey Houtkin (4) 352,088 (4) 14.2% 160 Summit Avenue Montvale, New Jersey 07645 - ----------------- (1) Percent of class is based upon 2,477,951 shares of common stock outstanding as of April 7, 2006 plus, in the case of Dr. Trbovich, the shares underlying his stock options, all of which are presently exercisable. (2) The trustees of the Servotronics, Inc. Employee Stock Ownership Trust (the "ESOT") -- Dr. Nicholas D. Trbovich, Nicholas D. Trbovich, Jr. and Raymond C. Zielinski -- direct the voting of unallocated shares. The participants in the related plan have the right to direct the voting of shares which have been allocated to their respective accounts; if a participant does not direct the vote, the trustees may direct the vote of that participant's shares. As of April 7, 2006, approximately 419,180 shares have been allocated to the accounts of participants and approximately 397,287 shares (16.3% of the shares outstanding) remain unallocated. (3) This amount includes (i) 32,309 shares held by a charitable foundation for which Dr. Trbovich serves as a trustee; (ii) 195,600 shares which Dr. Trbovich has the right to acquire under stock options which are currently exercisable; (iii) approximately 45,474 shares allocated to Dr. Trbovich's account under the Servotronics, Inc. Employee Stock Ownership Plan; and (iv) approximately 3,084 shares beneficially owned -8- by certain of Dr. Trbovich's children (as to which Dr. Trbovich disclaims beneficial interest). This amount does not include the shares beneficially owned by certain of Dr. Trbovich's other relatives. Does not include shares held by the ESOT as to which Dr. Trbovich serves as one of the three trustees. See note (2) above. (4) Based on a statement on Schedule 13D, as last amended on February 12, 2004, filed by Mr. Houtkin with the Securities and Exchange Commission. According to Mr. Houtkin's statement, he has sole voting and investment power with respect to 190,000 shares and shared voting and investment power with respect to 162,088 shares. Mr. Houtkin disclaims beneficial ownership in additional shares owned by other members of his family. (b) SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth, as of April 7, 2006, information as to the beneficial ownership of shares of common stock of the Company held by each director, executive officer and by all directors and officers as a group (each individual listed in the following table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by that person, except as otherwise indicated): Name of Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class (1) - ---------------- -------------------- --------- Dr. Nicholas D. Trbovich 585,189 (2) 21.9% Nicholas D. Trbovich, Jr. 141,689 (3) 5.5% Donald W. Hedges 73,836 (4) 2.9% Dr. William H. Duerig 72,693 (5) 2.9% Raymond C. Zielinski 64,022 (6) 2.5% Cari L. Jaroslawsky 7,500 (7) 0.3% All directors and officers as a group 1,375,669 (8) 46.1% - ---------------- (1) Percent of class is based upon 2,477,951 shares of common stock outstanding as of April 7, 2006 plus the number of shares subject to stock options held by the indicated person or group. (2) See note (8) below and note (3) to the table in "Security Ownership of Certain Beneficial Owners." (3) This amount includes (i) 102,800 shares which Mr. Trbovich, Jr. has the right to acquire under stock options which are currently exercisable and (ii) approximately 23,075 shares allocated to Mr. Trbovich, Jr.'s account under the Servotronics, Inc. Employee Stock Ownership Plan. Does not include shares held by the Servotronics, Inc. Employee Stock Ownership Trust (the "ESOT") as to which Mr. Trbovich, Jr. serves as one of three trustees. See note (8) below and note (2) to the table in "Security Ownership of Certain Beneficial Owners." -9- (4) This amount includes 69,100 shares which Mr. Hedges has the right to acquire under stock options which are currently exercisable. Mr. Hedges has sole voting and investment power with respect to 4,261 shares and shared voting and investment power with respect to 475 shares. (5) This amount includes 69,100 shares which Dr. Duerig has the right to acquire under stock options which are currently exercisable. (6) This amount includes (i) 37,800 shares which Mr. Zielinski has the right to acquire under stock options which are currently exercisable and (ii) approximately 12,198 shares allocated to Mr. Zielinski's account under the Servotronics, Inc. Employee Stock Ownership Plan. Does not include shares held by the ESOT as to which Mr. Zielinski serves as one of three trustees. See note (8) below and note (2) to the table in "Security Ownership of Certain Beneficial Owners." (7) This amount represents 7,500 shares which Mrs. Jaroslawsky has the right to acquire under stock options which are currently exercisable. (8) See notes (2) through (7) above. Also includes unallocated shares held by the ESOT over which certain officers, as trustees of the ESOT, may be deemed to have voting power, as well as shares allocated to the accounts of all officers as a group under the related plan. See the table in "Security Ownership of Certain Beneficial Owners" and note (2) thereto. (c) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
- ------------------------------------------------------------------------------------------------------------------------- EQUITY COMPENSATION PLAN INFORMATION - ------------------------------------------------------------------------------------------------------------------------- Number of securities Number of securities remaining available for to be issued upon Weighted-average future issuance under exercise of outstanding exercise price of equity compensation options, warrants outstanding options, plans (excluding securities and rights warrants and rights reflected in column (a)) Plan category (a) (b) (c) - ---------------------------------- --------------------------- ------------------------- -------------------------------- Equity compensation plans approved by security 333,000 $3.503 17,000 holders................ - ---------------------------------- --------------------------- ------------------------- -------------------------------- Equity compensation plans not approved by security holders........... 180,900 $6.072 16,300 ------- ------ - ---------------------------------- --------------------------- ------------------------- -------------------------------- 513,900 $4.407 33,300 ======= ====== Total................................. - ---------------------------------- --------------------------- ------------------------- --------------------------------
-10- Item 12. Certain Relationships and Related Transactions. ---------------------------------------------- During 2005, Dr. Trbovich's son, Nicholas D. Trbovich, Jr., served as an officer and director of the Company and received the compensation disclosed in the Summary Compensation Table in Item 10. See also, the discussion under "Employment Agreement" in Item 10. Michael D. Trbovich, also a son of Dr. Nicholas D. Trbovich, received remuneration of $81,358 which includes fringe benefits for health insurance, life insurance and an amount paid for untaken vacation, but does not include 484 shares allocated by the Company's ESOP or stock options. Ms. Jaroslawsky has served as Treasurer and Chief Financial Officer of the Company since September 2005. Prior to being employed by the Company, she served as a Consultant/Controller to the Company and received fees totaling $65,459 and $84,027 in 2005 and 2004 respectively. Item 14. Principal Accountant Fees and Services. -------------------------------------- The following table shows the fees paid or accrued by the Company for the audit and other services provided by Freed Maxick & Battaglia, CPAs, PC and RSM McGladrey for fiscal 2005 and by PricewaterhouseCoopers LLP for fiscal 2004. 2005 2004 --------------------------------- --------------- -------------- Audit Fees (1)................... $63,000 $85,200 --------------------------------- --------------- -------------- Tax Fees (2)..................... 1,713 42,150 --------------------------------- --------------- -------------- All Other Fees (3)............... 35,704 - --------------------------------- --------------- -------------- Total............................ $100,417 $127,350 --------------------------------- --------------- -------------- - ----------------- (1) Audit fees represent fees for professional services provided in connection with the audit of the Company's financial statements and review of the Company's quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. (2) Tax fees principally included fees for tax preparation and tax consulting services. (3) For 2005, this was primarily for the investigation and report by RSM McGladrey with respect to a defalcation by a former employee. The Audit Committee pre-approves all audit and legally permissible non-audit services provided by the independent accountants. The Audit Committee pre-approved all services performed by Freed Maxick & Battaglia, CPAs, PC and RSM McGladrey during 2005. -11- SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 1, 2006 SERVOTRONICS, INC. By: /s/ Cari L. Jaroslawsky, Treasurer and CFO ---------------------------------- Cari L. Jaroslawsky, Treasurer and Chief Financial Officer -12- Exhibits Exhibit No. Description 31.1 Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 31.2 Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. -13- EX-3.1 2 exthirtyoneone.txt Exhibit 31.1 CERTIFICATION I, Cari L. Jaroslawsky, certify that: 1. I have reviewed this annual report on Form 10-KSB/A of Servotronics, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 1, 2006 /s/ Cari L. Jaroslawsky, Chief Financial Officer ------------------------------------------------ Cari L. Jaroslawsky Chief Financial Officer EX-31.2 3 exthirtyonetwo.txt Exhibit 31.2 CERTIFICATION I, Nicholas D. Trbovich, certify that: 1. I have reviewed this annual report on Form 10-KSB/A of Servotronics, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 1, 2006 /s/ Nicholas D. Trbovich, Chief Executive Officer ------------------------------------------------- Nicholas D. Trbovich Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----