**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-K/A**

 

**AMENDMENTNO. 3**

 

| **(Mark  One)** | ** ** | ** **                                                                                          | ** ** |
|-----------------|------------|-----------------------------------------------------------------------------------------------------|------------|
| **ý**      | ** ** | **Annual Report Pursuant to  Section 13 or 15(d) of the  Securities Exchange Act of 1934**     |       |
|            |       |                                                                                                |       |
|            |       | **For the  fiscal year ended December 31, 2003**                                               |       |
|            |       |                                                                                                |       |
|            |       | **OR**                                                                                              |       |
|            |       |                                                                                                |       |
| o               | ** ** | **Transition Report Pursuant to  Section 13 or 15(d) of the  Securities Exchange Act of 1934** |       |
|            |       |                                                                                                |       |
|            |       | **Commission  File Number 0-21872**                                                                 |       |

 

**ALDILA, INC.**

(Exact name of registrant asspecified in its charter)

 
| **Delaware**                                                     |   | **13-3645590**                           |
|------------------------------------------------------------------|--------|------------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification Number) |

 

**13450 STOWE DRIVE, POWAY, CALIFORNIA  92064**

(Address of principal executive offices)

 

**(858) 513-1801**

(Registrant’s Telephone No.)www.aldila.com

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

| **Title of each class** | ** ** | **Names  of each exchange on which registered** |
|-------------------------|------------|-------------------------------------------------|
| None                    |       | None                                            |

 

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

 

**Common Stock, par value $0.01 per share**

(Title of Class)

 

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.     Yes ý No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis form 10-K.  ý

 

Indicateby check mark whether the Registrant is an accelerated filer (as defined in Rule12b-2 of the Act).   Yes o No ý

 

Theaggregate market value of the Company’s voting stock held by non-affiliates ofthe Company as of June 30, 2003 was approximately $6.0 million.

 

Asof March 23, 2004, there were 4,849,149 shares of the Registrant’s commonstock, par value $0.01 per share, outstanding.

 

DOCUMENTS INCORPORATED BYREFERENCE

 

Portionsof the following documents are incorporated into this report by reference:

 

PartIII, Items 10, 11, 12, 13 and 14.  The Registrant’s definitive Proxy Statementfor the 2003 Annual Meeting of Stockholders to be filed with the Commissionwithin 120 days after the close of the fiscal year.

 

 

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**EXPLANATORY NOTE:**

 

**THE COMPANY IS AMENDING ITS 2003 10-K/A TO INCLUDE ASAN EXHIBIT THE FINANCIAL STATEMENTS OF CARBON FIBER TECHNOLOGY LLC (“CFT”), ITS50% OWNED JOINT VENTURE, IN ACCORDANCE WITH REGULATION S-K, ARTICLE 1-02(w) ANDS-X, ARTICLE 3-09.  THE COMPANY HAS NOTMADE ANY CHANGES TO THE COMPANY’S FINANCIAL STATEMENTS THAT WERE ORIGINALLYFILED IN ITS 2003 FORM 10-K.**

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf of the undersigned thereuntoduly authorized.

 
| Dated:  March 23, 2005 | ALDILA,  INC.                                                                                       |
|------------------------|-----------------------------------------------------------------------------------------------------|
|                   |                                                                                                |
|                   | /s/  Robert J. Cierzan                                                                              |   |
|                   | Robert  J. Cierzan                                                                                  |
|                   | Vice  President, Finance                                                                            |
|                   | Signing  both in his capacity as  Vice President and as Chief  Accounting Officer of the Registrant |

 

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**EXHIBITINDEX**

 
| **Exhibit  Number** | ** ** | **Exhibit** |
|---------------------|------------|-------------|
|                |       |        |   |
|                | 2.1        |        | Agreement  of Purchase and Sale, dated as of December 14, 1991, by and among Aldila  Acquisition Corp., Aldila, Inc. and all of the Shareholders of Aldila, Inc.,  as amended by the First Amendment dated January 9, 1992 by and among Aldila  Acquisition Corp., Aldila, Inc. and all the Shareholders of Aldila, Inc.  (Filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-1  (Registration No. 33-61560) and incorporated herein by reference). |
|                |       |        |   |
|                | 3.1        |        | Restated  Certificate of Incorporation.  (Filed as Exhibit 3.1 to the Company’s  Registration Statement on Form S-1 (Registration No. 33-70010) and  incorporated herein by reference). |
|                |       |        |   |
|                | 3.2        |        | Restated  By-Laws of the Company.  (Filed as Exhibit 3.2 to the Company’s  Registration Statement on Form S-1 (Registration No. 33-61560) and  incorporated herein by reference). |
|                |       |        |   |
|                | 4.1        |        | Specimen  form of Company’s Common Stock Certificate. (Filed as Exhibit 4.1 to the  Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and  incorporated herein by reference). |
|                |       |        |   |
| *                   | 10.1       |        | 1992  Stock Option Plan of the Company, as amended. (Filed as Exhibit 10.6 to the  Company’s Registration Statement on Form S-1 (Registration No. 33-61560) and  incorporated herein by reference). |
|                |       |        |   |
| *                   | 10.2       |        | Form  of Stock Option Agreement in connection with Stock Option Plan.  (Filed  as Exhibit 10.7 to the Company’s Registration Statement on Form S-1  (Registration No. 33-61560) and incorporated herein by reference). |
|                |       |        |   |
| *                   | 10.3       |        | Executive  Bonus Plan of the Company.  (Filed as Exhibit 10.2 to the Company’s  Report on Form 10-Q for the quarterly period ended September 30, 1994 and  incorporated herein by reference). |
|                |       |        |   |
|                | 10.4       |        | Form  of Indemnification Agreement between the Company and its directors and  executive officers. (Filed as Exhibit 10.13 to the Company’s Registration  Statement on Form S-1 (Registration No. 33-61560) and incorporated herein by  reference). |
|                |       |        |   |
|                | 10.5       |        | Business  Park Net Lease dated as of May 29, 1987, |

 

4

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|   |   |   | between the Company and  Kaiser Development Company as amended by the First Amendment to Lease dated  as of January 12, 1992, between the Company and Bedford Development Company.  (Filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1  (Registration No. 33-61560) and incorporated herein by reference). |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.6   |   | Lease  Agreement dated as of October 15, 1990, between the Company and Baja del Mar,  S.A. de C.V. (Filed as Exhibit 10.16 to the Company’s Registration Statement  on Form S-1 Registration No. 33-61560) and incorporated herein by reference).                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.7   |   | Lease  Agreement dated as of August 30, 1993, between the Company and T.M. Cobb  Company.  (Filed as Exhibit 10.16 to the Company’s Registration  Statement on Form S-1 (Registration No. 33-70010) and incorporated herein by  reference).                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.8   |   | First  Amendment to Lease Agreement dated as of August 30, 1993, between the Company  and T.M. Cobb Company.  (Filed as Exhibit 10.14 to the Company’s Report  on Form 10-K for the year ended December 31, 1993 and incorporated herein by  reference).                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.9   |   | Lease  Agreement dated as of November 30, 1993, between the Company and T.M. Cobb  Company.  (Filed as Exhibit 10.15 to the Company’s Report on Form 10-K  for the year ended December 31, 1993 and incorporated herein by reference).                                                                                         |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
| *      | 10.10  |   | Form  of Stock Option Agreement, dated October 5, 1993, between Marvin M. Giles,  III and the Company. (Filed as Exhibit 10.18 to the Company’s Registration  Statement on Form S-1 (Registration No. 33-70010) and incorporated herein by  reference).                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.11  |   | 1994  Stock Incentive Plan of the Company, as amended. (Filed as Exhibit A to the  Company’s 1997 Proxy Statement dated March 26, 1997 and incorporated herein  by reference).                                                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.12  |   | Form  of Stock Option Agreement in connection with the 1994 Stock Incentive Plan.  (Filed as Exhibit 10.1 to the Report on Form 10-Q for the quarterly period  ended September 30, 1994 and incorporated herein by reference).                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                     |
|   | 10.13  |   | Lease  Agreement dated May 15, 1995 between the Company and Desarrollo Industrial de  Tijuana, S.A. de C.V.(Filed as Exhibit 10.1 to the Company’s Report on Form  10-Q for the quarterly period ended                                                                                                                              |

 

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|   |   |   | June 30, 1995 and  incorporated herein by reference).                                                                                                                                                                                                                                                                                 |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.14  |   | Supply  Agreement commencing January 1, 1998 between Courtaulds Fibres, Ltd. And  Aldila Materials Technology Corp.  (Filed as Exhibit 10.20 to the  Company’s Report on Form 10-K for the year ended December 31, 1997 and  incorporated herein by reference).                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.15  |   | Loan  Agreement dated March 27, 1998 between Aldila, Inc. and Union Bank of  California, N.A. (Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q  for the quarterly period ended March 31, 1998 and incorporated herein by  reference).                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.16  |   | First  Amendment to Loan Agreement dated March 22, 1999 between the Company and  Union Bank of California, N.A. (Filed as Exhibit 10.16 to the Company’s  Report on Form 10-K for the year ended December 31, 1998 and incorporated  herein by reference).                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.17  |   | Member  Interest Purchase Agreement dated as of October 20, 1999 among SGL Carbon  Fibers and Composites, Inc., SGL Technik GmbH, Aldila Materials Technology  Corp. and the Company. (Filed as Exhibit 10.17 to the Company’s Report on  Form 10-K for the year ended December 31, 1999 and incorporated herein by  reference). |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
| *      | 10.18  |   | Loan  and Security Agreement by and between Aldila Golf Corp. and Foothill Capital  Corporation dated July 9, 1999. (Filed as Exhibit 10.1 to the Company’s  Report on Form 10-Q for the quarterly period ended June 30, 1999 and  incorporated herein by reference).                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
| *      | 10.19  |   | Severance  Protection Agreement dated March 11, 1999 between the Company and Gary T.  Barbera. (Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the  quarterly period ended June 30, 1999 and incorporated herein by reference).                                                                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
| *      | 10.20  |   | Severance  Protection Agreement dated March 11, 1999 between the Company and Peter R.  Mathewson. (Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for  the quarterly period ended June 30, 1999 and incorporated herein by  reference).                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
| *      | 10.21  |   | Severance  Protection Agreement dated March 11, 1999 between the Company and Robert J.  Cierzan. (Filed as Exhibit 10.4 to the Company’s Report on Form 10-Q for the  quarterly period ended June 30, 1999 and incorporated herein by reference).                                                                                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                  |
| *      | 10.22  |   | Severance  Protection Agreement dated March 11, 1999 between the Company and Michael J.  Rossi. (Filed as Exhibit 10.5 to the Company’s Report on Form 10-Q for the  quarterly period ended June 30, 1999 and incorporated herein by reference).                                                                                 |

 

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|   | 10.23  |   | 1994  Stock Option Plan of the Company, as amended. (Filed as attachment A-1 in the  Company’s 2000 Proxy Statement and registered on the Company’s Form S-8  (Registration No. 333-57754) and incorporated herein by reference).                                                                                                          |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 10.24  |   | Aldila,  Inc. Audit Committee Charter included as Exhibit A in the Company’s 2001  Proxy dated April 4, 2001 and incorporated herein by reference.                                                                                                                                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 11.1   |   | Statement  re: Computation of Net Income (Loss) per Common Share (previously filed as  Exhibit 11.1 to the Company’s Amendment No. 1 to Form 10-K/A, for the year  ended December 31, 2003 and incorporated by reference).                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 14.0   |   | Aldila,  Inc.’s Code of Business Conduct and Ethics adopted to December 31, 2002  (previously filed as Exhibit 14.0 to the Company’s Amendment No. 1 to Form  10-K/A, for the year ended December 31, 2003 and incorporated by reference)                                                                                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 21.1   |   | Subsidiaries  of the Company (previously filed as Exhibit 21.1 to the Company’s Amendment  No. 1 to Form 10-K/A, for the year ended December 31, 2003 and incorporated  by reference)                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 23.1   |   | Independent  Auditors’ Consent – Peterson & Co., LLP                                                                                                                                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 23.2   |   | Consent  of Independent Registered Public Accounting Firm – Deloitte & Touche LLP                                                                                                                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 31.1   |   | Certification  of Chief Executive Officer.                                                                                                                                                                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 31.2   |   | Certification  of Chief Financial Officer.                                                                                                                                                                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 32.1   |   | Certification  of Principal Executive Officer and Principal Financial Officer pursuant 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 (previously filed as Exhibit 32.1 to the Company’s Amendment No.  1 to Form 10-K/A, for the year ended December 31, 2003 and incorporated by  reference). |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                 |
|   | 99.1   |   | Carbon  Fiber Technology, LLC financial statements as of and for the years ended  December 31, 2003, 2002, and 2001                                                                                                                                                                                                                                  |

 

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*Indicatesmanagement contracts or compensatory plans or arrangements required to be filedas exhibits to this Report on Form 10-K.

 

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