**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM 10-K/A**

**AMENDMENT NO. 1**

 

 

| **ý** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                            |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                      |
|       | **For the Fiscal Year Ended December 31, 2002**                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                      |
| **o**      | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                        |
|       |                                                                                                                                                                                                                                                                                                                      |
|       | **For the transition period  from                       to                       ** |

 

**CommissionFile Number: 0-29798**

 

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**CompuDyne Corporation**

(Exact name of Registrant as specified in itscharter)

 

| **Nevada**                                                                         |   | **23-1408659**                        |
|------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization)                   |   | (I.R.S. Employer  Identification No.) |
|                                                                               |   |                                  |
| **7279 National Drive  Hanover, Maryland 21076**                                   |
| (Address of principal  executive offices and Zip Code)                             |
|                                                                               |   |                                  |
| Registrant’s  telephone number, including area code:**  (410) 712-0275** |
|                                                                               |   |                                  |
| Securities  registered pursuant to Section 12(b) of the Act:                  |

** **

| **Title of each class** |   | **Name of each exchange on which registered** |
|-------------------------|--------|-----------------------------------------------|
| None                    |   | Not  Applicable                               |

 

Securities registered pursuantto Section 12(g) of the Act:

**CommonStock, $.75 par value**

 

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Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.  Yes ý   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K ((S)229.405 of this chapter) is not containedherein, and will not be contained, to the best of Registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K.    ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act).  Yes ý   No o

 

As of June 30, 2002, the aggregate market value of the votingstock held by non-affiliates of the Registrant was approximately $86.5 million.

 

As of March 31, 2003, the Registrant had 7,760,892 shares ofCommon Stock outstanding.

 

**DocumentsIncorporated by Reference:**

 

Portions ofthe Registrant’s 2002 Annual Report to Stockholders filed on a Form ARS onApril 1, 2003 and the Registrant’s definitive Proxy Statement relating tothe Registrant’s 2003 Annual Meeting of Shareholders, are incorporated byreference into Part II and Part III, respectively, of this Annual Report onForm 10-K.

 

 

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**EXPLANATORY NOTE**

 

In Part II of the Form 10-K filed onMarch 31, 2003, certain disclosures were incorporated by reference to theCompany’s 2002 Annual Report to Stockholders filed on Form ARS on April 1,2003.  Certain cross-references in theForm 10-K incorrectly indicated that the 2002 Annual Report to Stockholders wasfiled on a Current Report on Form 8-K on March 31, 2003.  This amendment is being filed to correct thecross-references to the 2002 Annual Report to Stockholders.

 

**PART II**

** **

**ITEM 7.****                                                    ****MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

** **

The information appearing under the heading“Management’s Discussion and Analysis of Financial Condition and Results ofOperations” on pages 17 through 26 of the Company’s 2002 Annual Report toStockholders filed on a Form ARS on April 1, 2003 is incorporated hereinby reference.

 

**ITEM 8.****    ****FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA**

 

Consolidated financial statements ofCompuDyne Corporation at December 31, 2002 and December 31, 2001, andfor each of the three years in the period ended December 31, 2002, and theReport of the Independent Auditors thereon, and our unaudited quarterlyfinancial data for the two-year period ended December 31, 2002, areincorporated herein by reference from pages 27 through 44 of the Company’s 2002Annual Report to Stockholders filed on a Form ARS on April 1, 2003.

 

**PART IV**

 

**ITEM 16.****                                             ****EXHIBITS, FINANCIALSTATEMENTS AND REPORTS ON FORM 8-K**

** **

(a)                                  Financial Statements

 

(1)                                  The financial statements listed in theaccompanying index to financial statements are incorporated by reference fromCompuDyne’s Form ARS filed with the Securities and Exchange Commission onApril 1, 2003.

 

(2)                                  Schedule II – Schedule ofvaluation and qualifying accounts

 

(b)                                 Reports on Form 8-K

 

A currentreport on Form 8-K regarding the amendment of the Company’s credit facilitywith its banks dated March 21, 2003 and filed with the Securities andExchange Commission on March 31, 2003.

 

(c)                                  Exhibits

 
|   | **Number** |   | **Description**                                                                                                                                                                                                                                                                                   |
|--------|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |   |                                                                                                                                                                                                                                                                                              |
|   | 2(A)       |   | Agreement and Plan of Merger  dated as of May 10, 2001 by and among CompuDyne Corporation, Tiburon,  Inc. and New Tiburon, Inc., herein incorporated by reference to Exhibit 2(C)  of Registrant’s Quarterly Report on Form 10-Q filed May 15, 2001.                               |
|   |       |   |                                                                                                                                                                                                                                                                                              |
|   | 2(B)       |   | First Amendment to Agreement  and Plan of Merger dated as of January 25, 2002 by and among CompuDyne  Corporation, Tiburon, Inc. and New Tiburon, Inc., herein incorporated by  reference to Exhibit 2(B) of Registrant’s Registration Statement on Form S-4  dated March 25,2002. |

 

2

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|   | 3(A)   |   | Articles of Incorporation of  CompuDyne Corporation filed with the Secretary of State of the State of  Nevada on May 8, 1996, herein incorporated by reference to Registrant’s  Proxy Statement dated April 18, 1997 for its 1997 Annual Meeting of  Stockholders.                                                              |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 3(B)   |   | Amendment to the Articles of  Incorporation of CompuDyne Corporation increasing the number of authorized  common shares filed with the Secretary of State of the State of Nevada on  February 16, 2001, herein incorporated by reference to Exhibit 3(B) to  Registrant’s Form 10-K filed March 27, 2001.                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 3(C)   |   | Agreement and Plan of Merger  dated May 8, 1996, herein incorporated by reference to Exhibit 3(B) to  Registrant’s Form 10-K filed March 31, 1997.                                                                                                                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 3(D)   |   | By-laws, as amended through  January 28, 1997 and as presently in effect, herein incorporated by  reference to Exhibit 3(C) to Registrant’s Form 10-K filed March 31,  1997.                                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 10(A)  |   | CompuDyne Corporation 1996 Stock Incentive  Compensation Plan for Employees, herein incorporated by reference to our  Proxy Statement dated July 17, 2001 for our 2001 Annual Meeting of  Stockholders.                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 10(B)  |   | Credit Agreement dated November 16,  2001 by and among CompuDyne Corporation, its subsidiaries, certain  participating lenders and PNC Bank, National Association in its capacity as  agent for the lenders, herein incorporated by reference to Exhibit 10 (B) to  our 8-K filed November 21, 2001.                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 10(C)  |   | First Amendment to Credit Agreement dated  December 19, 2001 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders, herein incorporated by reference to  Exhibit 10 (C) to our 10-K for the year ended December 3, 2001. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   |   |   | Second Amendment to Credit Agreement dated  April 22, 2002 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders, herein incorporated by reference to Exhibit  99 to our 8-K filed on May 2, 2002.                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   |   |   | Third Amendment to Credit Agreement dated  September 30, 2002 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders (filed as Exhibit 10(C) to Registrant’s  Annual Report on Form 10-K filed on March 31, 2003).   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   |   |   | Fourth Amendment to Credit Agreement dated  March 21, 2003 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders, herein incorporated by reference to  Exhibit 99 to Registrant’s 8-K filed on March 31, 2003.      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 10(D)  |   | 1996 Stock Non-Employee Director Plan,  herein incorporated by reference to our Proxy Statement dated April 18,  1997 for our 1997 Annual Meeting of Stockholders.                                                                                                                                                                        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 10(E)  |   | Stock Option Agreement dated  August 21, 1995 by and between Martin A. Roenigk and CompuDyne  Corporation, herein incorporated by reference to Exhibit (4.5) to our Form  8-K filed September 5, 1995.                                                                                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                           |
|   | 13     |   | 2002 Annual Report to  Stockholders (incorporated by reference to Form ARS filed on April 1,  2003)                                                                                                                                                                                                                                       |

 

3

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|   | 21     |   | Subsidiaries of the Registrant  (filed as Exhibit 21 to Registrant’s Annual Report on Form 10-K  filed on March 31, 2003).                                                                                                                                        |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                        |
|   | 23     |   | Independent Auditors’ Consent (filed  as Exhibit 23 to Registrant’s Annual Report on Form 10-K filed on  March 31, 2003).                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                        |
|   | *31.1  |   | Certification of the Chief  Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a).                                                                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                        |
|   | *31.2  |   | Certification of the Chief  Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).                                                                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                        |
|   | 32.1   |   | Certification pursuant to Section 906  of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, for Mr.  Martin Roenigk, Chief Executive Officer (filed as Exhibit 99.1 to  Registrant’s Annual Report on Form 10-K filed on March 31, 2003).         |
|   |   |   |                                                                                                                                                                                                                                                                        |
|   | 32.2   |   | Certification Pursuant To Section 906  Of The Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, for Mr.  Geoffrey F. Feidelberg, Chief Financial Officer (filed as Exhibit 99.2 to  Registrant’s Annual Report on Form 10-K filed on March 31, 2003). |
|   |   |   |                                                                                                                                                                                                                                                                        |
|   | 99     |   | Registrant’s Registration  Statement dated March 25, 2002, herein incorporated by reference to  Registrant’s Form S-4 filed March 25, 2002.                                                                                                             |

 

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* Filed with this Form 10-K/A

4

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**SIGNATURES**

** **

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
|   | **COMPUDYNE****CORPORATION** |
|--------|------------------------------|
|   |                         |
|   | By:                          |  /s/  Geoffrey F. Feidelberg |   |
|   |                         | Geoffrey F. Feidelberg |   |
|   |                         | Chief Financial Officer |   |
|   |                         | December 29, 2003 |   |

 

5

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**EXHIBITINDEX**

 
| **Exhibit  No.** |   | **Description** |
|------------------|--------|-----------------|
|             |   |            |
|             | 2(A)   |            | Agreement and Plan of Merger  dated as of May 10, 2001 by and among CompuDyne Corporation, Tiburon,  Inc. and New Tiburon, Inc., herein incorporated by reference to Exhibit 2(C)  of Registrant’s Quarterly Report on Form 10-Q filed May 15, 2001. |
|             |   |            |   |
|             | 2(B)   |            | First Amendment to Agreement  and Plan of Merger dated as of January 25, 2002 by and among CompuDyne  Corporation, Tiburon, Inc. and New Tiburon, Inc., herein incorporated by  reference to Exhibit 2(B) of Registrant’s Registration Statement on Form S-4  dated March 25,2002. |
|             |   |            |   |
|             | 3(A)   |            | Articles of Incorporation of  CompuDyne Corporation filed with the Secretary of State of the State of  Nevada on May 8, 1996, herein incorporated by reference to Registrant’s  Proxy Statement dated April 18, 1997 for its 1997 Annual Meeting of  Stockholders. |
|             |   |            |   |
|             | 3(B)   |            | Amendment to the Articles of  Incorporation of CompuDyne Corporation increasing the number of authorized  common shares filed with the Secretary of State of the State of Nevada on  February 16, 2001, herein incorporated by reference to Exhibit 3(B) to  Registrant’s Form 10-K filed March 27, 2001. |
|             |   |            |   |
|             | 3(C)   |            | Agreement and Plan of Merger  dated May 8, 1996, herein incorporated by reference to Exhibit 3(B) to  Registrant’s Form 10-K filed March 31, 1997. |
|             |   |            |   |
|             | 3(D)   |            | By-laws, as amended through  January 28, 1997 and as presently in effect, herein incorporated by  reference to Exhibit 3(C) to Registrant’s Form 10-K filed March 31,  1997. |
|             |   |            |   |
|             | 10(A)  |            | CompuDyne Corporation 1996 Stock Incentive  Compensation Plan for Employees, herein incorporated by reference to our  Proxy Statement dated July 17, 2001 for our 2001 Annual Meeting of  Stockholders. |
|             |   |            |   |
|             | 10(B)  |            | Credit Agreement dated November 16,  2001 by and among CompuDyne Corporation, its subsidiaries, certain  participating lenders and PNC Bank, National Association in its capacity as  agent for the lenders, herein incorporated by reference to Exhibit 10 (B) to  our 8-K filed November 21, 2001. |
|             |   |            |   |
|             | 10(C)  |            | First Amendment to Credit Agreement dated  December 19, 2001 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders, herein incorporated by reference to Exhibit  10 (C) to our 10-K for the year ended December 3, 2001. |
|             |   |            |   |
|             |   |            | Second Amendment to Credit Agreement dated  April 22, 2002 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its capacity  as agent for the lenders, herein incorporated by reference to Exhibit 99 to  our 8-K filed on May 2, 2002. |
|             |   |            |   |
|             |   |            | Third Amendment to Credit Agreement dated  September 30, 2002 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders (filed as Exhibit 10(C) to Registrant’s  Annual Report on Form 10-K filed on March 31, 2003). |

 

6

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|   |   |   | Fourth Amendment to Credit Agreement dated  March 21, 2003 by and among CompuDyne Corporation, its subsidiaries,  certain participating lenders and PNC Bank, National Association in its  capacity as agent for the lenders, herein incorporated by reference to  Exhibit 99 to Registrant’s 8-K filed on March 31, 2003. |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 10(D)  |   | 1996 Stock Non-Employee Director Plan,  herein incorporated by reference to our Proxy Statement dated April 18,  1997 for our 1997 Annual Meeting of Stockholders.                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 10(E)  |   | Stock Option Agreement dated August 21,  1995 by and between Martin A. Roenigk and CompuDyne Corporation, herein  incorporated by reference to Exhibit (4.5) to our Form 8-K filed  September 5, 1995.                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 13     |   | 2002 Annual Report to  Stockholders (incorporated by reference to Form ARS filed on April 1,  2003)                                                                                                                                                                                                                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 21     |   | Subsidiaries of the Registrant  (filed as Exhibit 21 to Registrant’s Annual Report on Form 10-K  filed on March 31, 2003).                                                                                                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 23     |   | Independent Auditors’ Consent (filed  as Exhibit 23 to Registrant’s Annual Report on Form 10-K filed on  March 31, 2003).                                                                                                                                                                                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | *31.1  |   | Certification of the Chief  Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a).                                                                                                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | *31.2  |   | Certification of the Chief  Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).                                                                                                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 32.1   |   | Certification pursuant to Section 906  of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, for Mr.  Martin Roenigk, Chief Executive Officer (filed as Exhibit 99.1 to  Registrant’s Annual Report on Form 10-K filed on March 31, 2003).                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 32.2   |   | Certification Pursuant To Section 906  Of The Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, for Mr.  Geoffrey F. Feidelberg, Chief Financial Officer (filed as Exhibit 99.2 to  Registrant’s Annual Report on Form 10-K filed on March 31, 2003).                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                      |
|   | 99     |   | Registrant’s Registration  Statement dated March 25, 2002, herein incorporated by reference to  Registrant’s Form S-4 filed March 25, 2002.                                                                                                                                                                           |

 

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* Filed with this Form 10-K/A

7

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