---





SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-K/A

(Amendment No. 1)





FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934





x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended December 31, 2002



 ̈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 0-12362







BERGER HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)





|Pennsylvania                                                   |  | 23-2160077                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                              
|805 Pennsylvania Boulevard, Feasterville, PA                   |  | 19053                               
|(Address of principal executive offices)                       |  | (Zip Code)                          





Registrants telephone number, including area code: 215-355-1200



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



Securities registered pursuant to section 12(g) of the Act:





Title of each class





Common Stock, $.01 par value

Rights





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 ̈





---



-1-



---

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 the 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



Number of shares outstanding of the Registrants Common Stock, $.01 par value (the Common Stock), as of March 31, 2003 was 5,057,099 shares.



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    YES ̈NO  x



State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most
recently completed second quarter.



Note: If a
determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the assumptions are set forth in this form.



As of June 28, 2002, the aggregate market value of the Common Stock (based upon the average high and low bid prices of the Common Stock on
the National Association of Securities Dealers Automated Quotation System on June 28, 2002) of the Registrant held by non-affiliates was approximately $17,900,000.(1)



---

|(1) |  | Excludes the shares of Common Stock held by the Registrants executive officers and directors. The information provided shall in no way be construed as an
admission that any person whose holdings are excluded from the figure is an affiliate or that any person whose holdings are included is not an affiliate and any such admission is hereby disclaimed.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-2-



---

Explanatory Note



Berger Holdings, Ltd. (the Company) is filing this Amendment No. 1 to its Annual Report on Form
10-K/A for the fiscal year ended December 31, 2002 to amend and restate Items 10 through 13 to include the information intended to be incorporated therein by reference to the Companys definitive Proxy Statement with respect to the
Companys Annual Meeting of Shareholders for 2003, which was previously intended to be filed with the Securities and Exchange Commission within 120 days following the end of the Companys fiscal year ended December 31, 2002. In addition,
in connection with the filing of this Form 10-K/A and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, the Company is including certain currently dated certifications. The remainder of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 filed on March 31, 2003 remains unchanged.





Item 10. Directors and Executive Officers of the Registrant



Set forth below, with respect to each director and executive
officer of the Company, is the name, age, the time period during which he has served as a director and/or executive officer of the Company and his principal occupation or employment and business affiliations at present and during the past five
years.





Directors with Terms to Expire this Year



JON M. KRAUT, D.M.D., age 47, was elected a director of the Company as of January 13, 2001. Dr. Kraut has been a practicing orthodontist since 1985. He is also the President of Kraut & Kraut, Inc., a private real
estate investment company. Dr. Kraut graduated with a B.A. from the University of North Carolina, received a D.M.D. from the University of Pennsylvania, and received an M.S. from the Tufts University School of Dental Medicine.



THEODORE A. SCHWARTZ, age 73, was elected a director of
the Company effective June 1987 and served as President of the Company from May 5, 1988 to May 30, 1989 and from July 17, 1990 to January 15, 1991. From May 30, 1989 to January 31, 2003, Mr. Schwartz served as Chairman of the Board and Chief
Executive Officer of the Company. As of February 1, 2003, Mr. Schwartz relinquished his title as Chief Executive Officer of the Company, but continues to serve as Chairman of the Board. Mr. Schwartz holds a Bachelor of Science Degree in Economics
from the Wharton School of Finance. Prior to his joining the Company, Mr. Schwartz spent 35 years in the investment banking and securities industry.



JAY D. SEID, age 42, was elected a director of the Company on December 15, 1997. Mr. Seid is a Managing Director of Bachow &
Associates, Inc., a private equity investment firm, which he joined in December 1992. Prior to joining Bachow, Mr. Seid was President and General Counsel of Judicate, Inc. Previously, he was an attorney specializing in corporate law at Wolf, Block,
Schorr and Solis-Cohen LLP in Philadelphia. Mr. Seid is a member of the boards of directors of numerous private companies. Mr. Seid graduated with a B.A. from Rutgers University and received a J.D. from New York University School of Law.



-3-



---

Directors with Terms to Expire in 2004



PAUL L. SPIESE, III, age 51, was elected a director of the Company on March 30, 1991. Mr. Spiese
joined Berger Bros Company (Berger Bros) as Plant Manager in 1985 and was named Vice PresidentManufacturing of the Company in July 1990. Mr. Spiese was elected Executive Vice President on June 19, 2002. Previously, he was employed
by Hurst Performance, Inc. as Plant Manager.



LARRY FALCON, age 63, has served as a director of the Company since November 1985 and acted as Chairman of the Board from September 3, 1986 to June 1, 1987. He has served as President of the Residential Division of The Kaplan
Companies, a real estate developer, since 1985.





Directors with Terms to Expire in 2005



JOSEPH F. WEIDERMAN, age 61, was elected a director of the Company on January 2, 1990, has served as Secretary and Treasurer of the
Company since February 1990, served as Chief Financial Officer of the Company from June 1, 1990 until he was elected President of the Company on January 15, 1991 and has served as Chief Operating Officer of the Company since June 1, 1990. As of
February 1, 2003, Mr. Weiderman was elected Chief Executive Officer of the Company. Mr. Weiderman has subsequently informed the Board of Directors of his intention to resign his titles as President and Chief Operating Officer of the Company, at such
time during the second half of 2003 as would permit an orderly transition to the person to be chosen by the Board of Directors to succeed him in those capacities. He has indicated his intention to continue to serve as the Chief Executive Officer and
a director of the Company. Mr. Weiderman holds a Bachelor of Science Degree in Accounting and a Master of Business Administration Degree in Finance from LaSalle University. Prior to his joining the Company, Mr. Weiderman served for over 14 years as
the Chief Financial Officer of Harry Levin, Inc., a multi-store retailer. Mr. Weiderman is the father-in-law of Francis E. Wellock, Jr., the Companys Chief Financial Officer.



JOHN PAUL KIRWIN, III, age 47, was elected a director of the Company on December 15, 1997. Mr. Kirwin
has been a principal in Argosy Partners, a manager of private investment funds, since 1989. Argosy Partners manages private investment funds with in excess of $160 million of capital, including Argosy Investment Partners, L.P. and Argosy Investment
Partners II, L.P., which are small business companies with an aggregate of approximately $110 million under management. Mr. Kirwin joined Argosy Partners on a full-time basis in January 1996 and prior to that, was a corporate and securities attorney
for 14 years, including six years as a partner at McCausland, Keen & Buckman. Mr. Kirwin is a director of Neoware Systems, Inc., a publicly-held company. Mr. Kirwin holds a Juris Doctoris, Order of the Coif, from the National Law Center of
George Washington University and a Bachelor of Arts from Dickinson College.



JACOB I. HAFT, M.D., age 66, was elected a director of the Company in conjunction with the Companys acquisition of Berger Bros in 1989. Dr. Haft has practiced medicine, with a
specialization in cardiology, for over twenty-five years. Since 1974, Dr. Haft has been a



-4-



---

cardiologist and from 1974 to 1998 was Chief of Cardiology at St. Michaels Medical Center in Newark,
New Jersey. In addition, Dr. Haft is currently a Clinical Professor of Medicine at the New Jersey College of Medicine and Dentistry and Professor of Medicine at the Seton Hall University Post Graduate School of Medicine. Dr. Haft has several
professional certifications, is a member of various professional societies and associations and has published many scholarly articles and books. Dr. Haft has served on the Cardiac Services Committee of the New Jersey Department of Health.





Non-Director Executive Officer



FRANCIS E. WELLOCK, JR., CPA,was hired as Controller of the Company on June 10, 1991 and was elected Vice President-Finance and Chief Financial Officer on August 19, 1996. Mr. Wellock was elected Executive Vice President on
June 19, 2002. Mr. Wellock holds a Bachelor of Science Degree in Accounting from Saint Josephs University and a Masters in Taxation from Philadelphia College of Textiles and Science. Prior to joining the Company, Mr. Wellock worked for a
public accounting firm.





Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires the Companys officers and directors and persons who own more than ten percent of a
registered class of the Companys equity securities (collectively, the Reporting Persons) to file reports of ownership and changes in ownership with the Commission and to furnish the Company with copies of these reports.



Based on the Companys review of the copies
of the reports received by it, the Company believes that all filings required to be made by the Reporting Persons for the year ended December 31, 2002 were made on a timely basis.





Item 11.    Executive
Compensation



Summary Compensation Table for Executive
Officers



The following table shows the
annual compensation of each of the Companys executive officers for the years 2002, 2001, and 2000.



-5-



---

SUMMARY COMPENSATION TABLE



|                                                          |  |                |  | Annual Compensation |                         | Long-Term Compensation Awards |   |                              
|--------------------------------------------------------- |  | -------------- |  | ------------------- | ----------------------- | ----------------------------- | - | -----------------------------
|Name & Principal Position                                 |  | Year           |  | Salary($)           |                         | Bonus($)                      |   | Other Annual Compensation (1)
|                                                         
|Theodore A. Schwartz Chairman of the Board                |  | 2002 2001 2000 |  | $                   | 227,064 219,871 212,436 |                               | $ |  24,134 20,450              
|                                                         
|Joseph F. Weiderman President and Chief Executive Officer |  | 2002 2001 2000 |  | $                   | 264,851 244,404 211,563 |                               | $ |  34,950 30,450              
|                                                         
|Paul L. Spiese, III Executive Vice President              |  | 2002 2001 2000 |  | $                   | 180,141 162,309 145,948 |                               | $ |  30,000 20,250              
|                                                         
|Francis E. Wellock, Jr. Chief Financial Officer           |  | 2002 2001 2000 |  | $                   | 174,855 158,769 133,416 |                               | $ |  30,000 19,500              

---

(1) Includes debt
relief and related payments. See Certain Relationships and Related Transactions. Excludes certain fringe benefits that do not exceed ten percent of the total annual salary and bonus.



(2) Includes $10,311, $2,344, $3,342 and $512 in premiums paid
by the Company in 2002 for life insurance for the benefit of Messrs. Schwartz, Weiderman, Spiese and Wellock, respectively, and $5,876, $6,000, $5,190 and $5,036 of matching contributions paid by the Company in 2002 to the accounts of Messrs.
Schwartz, Weiderman, Spiese and Wellock, respectively, under the Companys 401(k) savings plan.





Stock Option Grants



No stock options were granted to the Companys named executive officers in 2002.





Stock Option Exercises and Holdings During 2002



The following table shows (1) the number and value of options exercised by the Companys executive officers during 2002 and (2) the number and value of unexercised options held by the Companys executive officers
at the end of 2002. No stock appreciation rights (SARs) have been granted by the Company to any executive officer.



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND FY-END OPTION VALUES



|(a)                     |  | (b)                             |  | (c)                |  | (d)                                                                  |  | (e)                                                                                  
|----------------------- |  | ------------------------------- |  | ------------------ |  | -------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------
|                       
|Name                    |  | Shares Acquired on Exercise (#) |  | Value Realized ($) |  | # of Unexercised Options at FY-End (#) (1) Exercisable/Unexercisable |  | Value of Unexercised In-the-Money Options at FY-End ($) (2)
Exercisable/Unexercisable
|                       
|Theodore A. Schwartz    |  | 0                               |  | 0                  |  | 565,000/0                                                            |  | $                                                                                    
|Joseph F. Weiderman     |  | 0                               |  | 0                  |  | 533,304/0                                                            |  | $                                                                                    
|Paul L. Spiese, III     |  | 0                               |  | 0                  |  | 509,054/0                                                            |  | $                                                                                    
|Francis E. Wellock, Jr. |  | 0                               |  | 0                  |  | 319,000/0                                                            |  | $                                                                                    

---

(1) Includes options
granted to the applicable executive officer which have been transferred to family members of such executive officer.



(2) Options are In-the-Money at the fiscal year end if the fair market value of the underlying securities on such date exceeds the
exercise price of the option.



-6-



---

Compensation of Directors



During 2002, members of the Board who were not also executive officers of the Company were paid $500 for
attendance at each of five Board meetings and $400 for attendance in person, or $250 for attendance via teleconference, at meetings of the Compensation Committee or the Audit Committee. An aggregate of $14,750 was paid to the non-employee directors
for their services. No one director was paid more than $3,250 in 2002. For information on options previously granted to and held by directors, see Security Ownership of Certain Beneficial Owners and Management and Stock Option
Exercises and Holdings During 2002.





Employment Agreements and Arrangements



During 2002, Messrs. Schwartz, Weiderman, Spiese and Wellock were employed by the Company pursuant to two-year employment agreements dated
as of January 1, 2001. The agreements provided for base annual salaries in 2002 of $215,363 for Mr. Schwartz, $263,000 for Mr. Weiderman, $170,000 for Mr. Spiese, and $165,000 for Mr. Wellock. In addition to their salaries, the agreements provided
that each of Messrs. Schwartz, Weiderman, Spiese and Wellock would be entitled to annual bonuses of up to 15% of his base salary, with 10% being contingent upon the Company meeting certain revenue and EBITDA targets and 5% being discretionary on the
part of the Board. The employment agreements provided that, if at the end of the term of the agreement, the Company and the applicable officer have not agreed to an extension of his agreement for a minimum additional term of one year, the Company is
obligated to pay him an amount equal to 50% of his then annual salary in weekly installments over a six month period (the Severance Payment). Mr. Schwartzs employment agreement was extended by the Compensation Committee through
January 31, 2003, and has since terminated by its terms. Mr. Schwartz is receiving his Severance Payment payable over an eleven month period from February through December 2003. The agreements of the other executive officers were extended as of
January 1, 2003 on a month-to-month basis, except that the base salary was voluntarily reset as of February 1, 2003 to 85% (in the case of Messrs. Wellock and Spiese) and 80% (in the case of Mr. Weiderman) of their respective base salaries in 2002.



Contemporaneous with the execution of the
above-referenced employment agreements, each of Messrs. Schwartz, Weiderman, Spiese and Wellock also entered into a change of control agreement with the Company which provides that if his employment is terminated upon the occurrence of a
change in control as defined in those agreements, the employee shall be entitled to a payment in an amount equal to 100% of his pre-termination salary and certain other benefits for twelve months. The benefits to which the employee may
be entitled following his termination upon a change in control will be limited to either the Severance Payment, or the benefits conferred by the change of control agreement, whichever is greater.



-7-



---

Compensation Committee Interlocks and Insider Participation



The members of the Compensation Committee are Messrs. Seid and
Falcon and Dr. Kraut. There were no relationships during 2002 that are required to be disclosed under Item 402(j) of Regulation S-K promulgated by the Commission.





Item 12. Security Ownership of Certain
Beneficial Owners and Management



Security Ownership
Table



The following table sets forth, as of
March 31, 2003, information with respect to the securities holdings of (i) the Companys directors and executive officers, (ii) all directors and executive officers as a group, and (iii) all persons believed by the Company to beneficially own
more than five percent of the outstanding Common Stock based upon filings with the Securities and Exchange Commission (the Commission). Unless otherwise indicated, such ownership is believed to be direct, with sole voting and dispositive
power. The address of each such person is 805 Pennsylvania Boulevard, Feasterville, PA 19053, unless a different address is indicated.



|Name of Outstanding Beneficial Owner                       |  | Shares Owned Beneficially and of Record |        |  | Percentage of Shares*
|---------------------------------------------------------- |  | --------------------------------------- | ------ |  | ---------------------
|                                                          
|Theodore A. Schwartz                                       |  | 704,500                                 | (1)    |  | 12.6%                
|Paul L. Spiese, III                                        |  | 598,338                                 | (2)    |  | 10.8%                
|Joseph F. Weiderman                                        |  | 556,683                                 | (3)    |  | 10.1%                
|Emerald Advisers, Inc.                                     |  | 500,546                                 | (4)    |  | 9.9%                 
|Jon M. Kraut, D.M.D.                                       |  | 493,976                                 | (5)(6) |  | 9.5%                 
|Bruce Kraut, M.D.                                          |  | 379,272                                 | (5)(7) |  | 7.3%                 
|Richard J. Cohen, Esq.                                     |  | 369,476                                 | (5)(8) |  | 7.1%                 
|John P. Kirwin, III                                        |  | 356,300                                 | (9)    |  | 7.0%                 
|Francis E. Wellock, Jr.                                    |  | 367,500                                 | (10)   |  | 6.8%                 
|Jacob I. Haft, M.D.                                        |  | 264,457                                 | (11)   |  | 5.1%                 
|Larry Falcon                                               |  | 152,791                                 | (12)   |  | 3.0%                 
|Jay D. Seid                                                |  | 86,500                                  | (13)   |  | 1.7%                 
|All Directors and ExecutiveOfficers as a group (9 persons) |  | 3,581,045                               | (14)   |  | 48.3%                

---

*      calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.



|(1) |  | Includes options to purchase 525,000 shares of Common Stock. Also includes 1,500 shares of Common Stock registered to Mr. Schwartz as joint tenant with his wife,
Janice L. Bredt, with whom he shares voting and dispositive power as to those shares. Excludes 6,000 shares owned solely by Mr. Schwartzs wife.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Includes options to purchase 505,000 shares of Common Stock.
|--- |  | ------------------------------------------------------------



-8-



---

|(3) |  | Includes options to purchase 455,000 shares of Common Stock. Also includes 1,448 shares of Common Stock registered to Mr. Weiderman as joint tenant with his wife,
Helen E. Weiderman, with whom he shares voting and dispositive power as to those shares.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | The address of Emerald Advisers, Inc. (Emerald) is 1703 Oregon Pike, Suite 101, Lancaster, Pennsylvania 17601. Emerald has sole voting power as to
240,976 shares of Common Stock, and sole dispositive power as to 500,546 shares of Common Stock.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) |  | Drs. Jon and Bruce Kraut and Mr. Cohen are co-trustees of the Irving Kraut Family Trust and the Irving Kraut Q-TIP Trust (the Trusts) which hold 200,000
and 54,476 shares of Common Stock, respectively. The Irving Kraut Q-TIP Trust also holds options to purchase 115,000 shares of Common Stock. The co-trustees of the Trusts share voting and dispositive power over all of the shares held by the Trusts.
Each of the co-trustees disclaims beneficial ownership of the shares held by the Trusts.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | Includes options to purchase 25,000 shares of Common Stock held directly by Dr. Jon Kraut. Also includes the 254,476 shares, and options to purchase 115,000 shares,
of Common Stock held in the aggregate by the Trusts. See Note 5 above.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | Includes the 254,476 shares, and options to purchase 115,000 shares, of Common Stock held in the aggregate by the Trusts. See Note 5 above. The address of Dr. Bruce
Kraut is c/o Pediatrics Associates, 2725 Southeast Maricamp Road, Ocala, FL 34471.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) |  | Represents the 254,476 shares, and options to purchase 115,000 shares, of Common Stock held in the aggregate by the Trusts. See Note 5 above. The address of Mr.
Cohen is 1864 Route 70 East, Cherry Hill, NJ 08628.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) |  | Includes options to purchase 65,000 shares of Common Stock. Also includes: (i) 8,300 shares of Common Stock held by Prudential Securities in an individual retirement
account for Mr. Kirwin; (ii) 33,000 shares of Common Stock held by Argosy Capital Group, L.P., of which Mr. Kirwin is a limited partner and an officer of its general partner, Argosy Capital Group, LLC; and (iii) 250,000 shares of Common Stock held
by Argosy Investment Partners, L.P., whose general partner is Argosy Associates, L.P., of which Mr. Kirwin is an officer of its general partner, Argosy Associates, Inc. Mr. Kirwin disclaims beneficial ownership of these securities except to the
extent of his pecuniary interest therein.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) |  | Includes options to purchase 319,000 shares of Common Stock. Also includes options to purchase 17,500 shares of Common Stock held in trust for the benefit of Mr.
Wellocks minor son, over which he shares voting and dispositive power with his spouse as co-trustee over these options. Excludes 11,000 shares of Common Stock and options to purchase 17,500 shares of Common Stock held by Mr. Wellocks
spouse.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) |  | Includes options to purchase 150,000 shares of Common Stock.
|---- |  | ------------------------------------------------------------



-9-



---

|(12) |  | Includes options to purchase 115,000 shares of Common Stock.
|---- |  | ------------------------------------------------------------



|(13) |  | Includes options to purchase 65,000 shares of Common Stock.
|---- |  | -----------------------------------------------------------



|(14) |  | Includes all holdings described in notes (1)  (3), (6) and (9)  (13).
|---- |  | -----------------------------------------------------------------------





Equity Compensation Plan Information



The following table provides information as
of December 31, 2002 with respect to shares of the Companys Common Stock that may be issued under the Companys equity compensation plans, including the Berger Holdings, Ltd. 1996 Stock Incentive Plan (the 1996 Plan), the
Berger Holdings, Ltd. 1990 Employee Stock Option Plan (the 1990 Plan), and grants of options to purchase Common Stock not issued under any plan.



|Plan Category                                          |  | Number of securities to be issued upon exercise of outstanding options, warrants
and rights |     |  | Weighted-average exercise price of outstanding options, warrants and rights |  | Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in column (a)) |       
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------- | --- |  | --------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- | ------
|                                                       |  | (a)                                                                                         |     |  | (b)                                                                         |  | (c)                                                                                                                                         |       
|                                                      
|Equity Compensation plans approved by shareholders     |  | 732,125                                                                                     |     |  | $2.18                                                                       |  | 483,500                                                                                                                                     | (1)   
|                                                      
|Equity Compensation Plans not approved by shareholders |  | 2,049,497                                                                                   | (2) |  | $1.54                                                                       |  |                                                                                                                                            | (3)   
|                                                      
|Total                                                  |  | 2,781,622                                                                                   |     |  | $1.71                                                                       |  | 483,500                                                                                                                                     | (1)(3)

---

|(1) |  | The 483,500 shares remaining available for future issuance under the 1996 Plan may be issued in the form of stock options, restricted stock or stock appreciation
rights.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Includes options issued under the 1990 Plan and the individual grants of options to officers and directors described below.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------



|(3) |  | No new grants of options may be made under the 1990 Plan.
|--- |  | ---------------------------------------------------------





The 1996 Plan



The 1996 Plan was approved by the shareholders of the Company
on June 17, 1998, in connection with the amendment and restatement of the 1996 Plan which was approved by the Companys Board of Directors on December 15, 1997. The 1996 Plan provides for the grant of



-10-



---

awards relating to or consisting of up to an aggregate of 1,300,000 share of Common Stock, typically in
the form of a grant of options to purchase shares of Common Stock. No recipient may receive options relating to or consisting of more than an aggregate of 100,000 shares in any calendar year. The 1996 Plan also provides for the grant of share
appreciation rights and the grant of restricted shares of Common Stock, although the Company does not presently contemplate the granting of either. All of the Companys employees (including officers) and directors, and certain of its
consultants and advisors, are eligible to receive awards under the 1996 Plan. In determining the eligible participants to whom awards may be granted under the 1996 Plan and the prices and times at which awards are granted, the Companys Board
of Directors, or its Compensation Committee as so delegated, has full and final authority and discretion. Options granted to employees may be either incentive stock options (ISOs), which satisfy the requirements of Section 422 of the
Internal Revenue Code, or non-qualified options. Except for ISOs, which must be issued with an exercise price at or above the fair market value of the shares on the date of grant, options granted under the 1996 Plan may be issued with exercise
prices at, above or below the fair market value of the shares at the time of grant. Pursuant to the terms of the 1996 Plan, the individual option document sets forth the terms of the recipients option, including the term during which an option
may be exercised (generally ten years from the date of grant). Unless otherwise provided upon the grant of any option, in the event of a change of control of the Company, the Board or Directors (or Compensation Committee) may take whatever actions
it deems necessary or desirable with respect to any of the options outstanding, which need not be treated identically. The Board of Directors may amend the 1996 Plan from time to time in such manner as it may deem advisable.





The 1990 Plan



The
1990 Plan has not been approved by the Companys shareholders. All persons who were employed by the Company at December 31, 1990 were eligible to participate in the 1990 Plan. The 1990 Plan provides for the award of non-qualified stock options
to purchase up to an aggregate of 66,666 shares of the Companys Common Stock. No grants have been made under the 1990 Plan since 1990, except for amendments to outstanding options made in 1993. If an optionees employment terminates for
any reason, options held by such employee are reallocated among the other participants in the 1990 Plan in accordance with their relative participation in the 1990 Plan at December 31, 1990. The options were initially exercisable for a term of five
years, beginning January 1, 1993, and the exercise price of the options granted under the 1990 Plan was $3.00 per share. However, in 1993, the Company repriced the options to reduce the exercise price to $1.50 per share and extended the term of the
options. All of the options granted under the 1990 Plan expire April 13, 2003 and after that date, the 1990 Plan will no longer be in effect. As of December 31, 2002, only 3,747 options to purchase Common Stock remained outstanding, which options
were held by a total of 16 participants. The Board of Directors of the Company may at any time alter, suspend or terminate the 1990 Plan, but, except for changes in connection with a reorganization, recapitalization, liquidation, merger or
consolidation of the Company, no change may be made which will have a material adverse effect upon any option previously granted unless the consent of the optionee is obtained.



-11-



---

Individual Grants to Officers and Directors



Prior to the amendment of the 1996 Plan to include grants to
officers and directors of the Company, grants of options to purchase shares of Common Stock were made by the Companys Board of Directors to its executive officers and directors in recognition of their service as such, on an individual basis,
without shareholder approval. The grants of options were made on June 1, 1990, June 26, 1991, July 21, 1993, May 1, 1995 and August 16, 1996 to the following executive officers and directors of the Company then serving: Theodore A. Schwartz, Joseph
F. Weiderman, Paul L. Spiese, III, Francis E. Wellock, Jr., Dr. Irving Kraut (deceased), Dr. Jacob I. Haft, Larry Falcon, and Jeffrey Schocket (retired). As of December 31, 2002, options to purchase an aggregate of 2,045,750 shares of Common Stock
were outstanding as a result of these grants. All of the options are exercisable for a term of ten years from the date of grant, at exercise prices ranging from $1.50 to $1.59 per share. The options vested between 1993 and 2000, and were subject to
accelerated vesting in the event of a change of control of the Company. The option document representing these options provides the optionees with certain registration rights from the Company with respect to the resale of the shares of Common Stock
underlying the options. The options are non-transferable during the lifetime of the optionee, unless transferred to a family member, and are exercisable by the optionees, legal representative in the event such optionee dies during the term of
exercise.





Item 13. Certain Relationships and Related Transactions



During 2002, the Company held promissory notes made by Messrs. Schwartz, Weiderman and Spiese, the Companys Chairman of the Board; President, Chief Executive Officer and Secretary; and Executive
Vice PresidentManufacturing, respectively (the Notes), each of which bore interest at a rate of six per cent per annum. The Notes required that the principal and accrued interest be paid on or before June 30, 2002, the extended
maturity date of the Notes. On January 23, 2002, the Board further extended the maturity date of the Notes to December 31, 2003, or earlier upon a change of control of the Company, and effectuated certain debt forgiveness and related tax payments
previously authorized by the Board. The proceeds of the Notes were used by Messrs. Schwartz, Weiderman and Spiese to purchase securities of the Company in the Companys 1993 private placement and in connection with the exercise of warrants to
purchase shares of the Common Stock in 1996. Securities purchased in the private placements were on the same terms as those agreed to by other investors in the private placements. The largest aggregate principal amount outstanding under the Notes
during 2002 was $121,751, $77,000 and $50,501 for Messrs. Schwartz, Weiderman and Spiese, respectively. The entire principal balance outstanding under the Notes was paid in full by each of Messrs. Schwartz, Weiderman and Spiese as of December 31,
2002.



The Company entered into a Modification
Agreement on January 31, 2003 with Argosy Investment Partners, L.P. (Argosy) pursuant to which the terms of the Companys 10% Subordinated Debenture in the principal amount of $1,500,000 held by Argosy (the Debenture)
were modified to (i) extend the maturity date of the Debenture to June 30, 2005; (ii) increase the interest rate on the Debenture from 10% per annum to (a) 12% per annum for the period



-12-



---

beginning February 1, 2003 and ending December 31, 2003, (b) 13% per annum for the period beginning
January 1, 2004 and ending December 31, 2004, and (c) 14% per annum for the period beginning January 1, 2005 and ending June 30, 2005; and (iii) provide for the prepayment of $750,000 principal amount of the Debenture. Mr. Kirwin is an officer of
the general partner of Argosy Investment Associates, L.P., which is the general partner of Argosy. Mr. Kirwin disclaims beneficial ownership of the securities held by Argosy except to the extent of his pecuniary interest therein.



-13-



---



SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on the 29th day of April, 2003.



BERGER HOLDINGS, LTD.By:

/S/    JOSEPH F. WEIDERMANJoseph F. Weiderman Chief Executive Officer




CERTIFICATION



I, Joseph F. Weiderman,
certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Berger Holdings, Ltd.;
|-- |  | ---------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer 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 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;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



-14-



---



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this annual report whether 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:  April 29, 2003

By:

/S/    JOSEPH F. WEIDERMANJoseph F. Weiderman Chief Executive Officer






CERTIFICATION



I, Francis E. Wellock, Jr., certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Berger Holdings, Ltd.;
|-- |  | ---------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer 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 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;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-15-



---



| | 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 officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this annual report whether 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:  April 29, 2003

By:

/s/    FRANCIS E. WELLOCK,
JRFrancis E. Wellock, Jr. Chief Financial Officer




|
|



-16-