**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(AMENDMENT NO. 1)**

 

**(Mark One)**

 

| **ý** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**                                                                                                                                                                                                                                                                                                                                                       |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | **For the fiscal year  ended January 3, 2004**                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **OR**     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **o**      | **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 1-3834**                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

**ContinentalMaterials Corporation**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                             |   | **36-2274391**                       |
|--------------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization)          |   | (I.R.S. Employer Identification No.) |
|                                                                     |   |                                 |
| **225 West Wacker Drive, Suite 1800  Chicago, Illinois**                 |   | **60606**                            |
| (Address of principal executive offices)                                 |   | (Zip Code)                           |
|                                                                     |   |                                 |
| Registrant’s telephone number, including area code **312-541-7200** |
|                                                                     |
| Securities registered pursuant to Section 12(b) of the Act:         |

 

| **Title of  each class**      |   | **Name of  each exchange on which registered** |
|-------------------------------|--------|------------------------------------------------|
|                          |   |                                           |
| Common Stock - $.25 par value |   | American Stock Exchange                        |

 

Securities registered pursuant to Section 12(g) of the Act: **NONE**

 

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        Noo

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of the Form 10-K or anyamendment to this Form 10-K/A.  ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act).  Yes o  Noý

 

The aggregate market value (based on June 28,2003 closing price) of voting stock held by non-affiliates of registrant:Approximately $19,417,000.

 

Number of common shares outstanding at April 23, 2004: 1,701,777.

 

 

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**ExplanatoryNote**

 

Continental Materials Corporation (the “Company”) is filing thisAmendment No. 1 on Form 10-K/A (“Amendment No. 1”) solely for the purpose offiling Exhibit 14, the Company’s code of ethics for its principal executiveofficer and principal financial officers, as required under Part IV of Form10-K.  This Amendment No. 1 amends theCompany’s Annual Report on Form 10-K originally filed with the Securities andExchange Commission on April 1, 2004 (the “Original Form 10-K”).  Unless otherwise expressly stated, thisAmendment No. 1 does not reflect events occurring after the filing of the OriginalForm 10-K, or modify or update in any way disclosures contained in the OriginalForm 10-K.

 

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PART IV

 
| Item 15. |   | **EXHIBITS, FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K**                                                                                                |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                 |
| (a) 1    |   | See the Financial Statements and Supplementary Data beginning on page  15 of the Form 10-K for the year ended January 3, 2004 and filed on  April 1, 2004. |
|     |   |                                                                                                                                                                 |
| (a) 2    |   | The following is a list of financial statement schedules filed as  part of the Form 10-K for the year ended January 3, 2004 on  April 1, 2004:             |
|     |   |                                                                                                                                                                 |
|     |   | Report of Independent Accountants                                                                                                                                    |
|     |   |                                                                                                                                                                 |
|     |   | Schedule II Valuation and Qualifying  Accounts & Reserves For the Fiscal Years 2003, 2002 and 2001                                                          |

 

All other schedules were omitted because they were not applicable orthe information was shown in the financial statements or notes thereto.

 
|  (a) 3 |   | The following is a list of all exhibits filed as part of or  incorporated by reference into this Amendment No. 1 to Form 10-K for the year  ended January 3, 2004: |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| Exhibit 3   |   | 1975 Restated Certificate of Incorporation dated May 28, 1975 filed  as Exhibit 5 to Form 8-K for the month of May 1975, incorporated by  reference.                                                                                                                                     |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 3a  |   | Registrant’s By-laws as amended September 19, 1975 filed as  Exhibit 6 to Form 8-K for the month of September 1975, incorporated by  reference.                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 3b  |   | Registrant’s Certificate of Amendment of Certificate of Incorporation  dated May 24, 1978 filed as Exhibit 1 to Form 10-Q for quarter ended  June 30, 1978, incorporated by reference.                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 3c  |   | Registrant’s Certificate of Amendment of Certificate of Incorporation  dated May 27, 1987 filed as Exhibit 3c to Form 10-K for the year ended  January 1, 1988, incorporated by reference.                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 3d  |   | Registrant’s Certificate of Amendment of Restated Certificate of  Incorporation dated June 4, 1999 filed as Exhibit 1 to Form 8-K for the  month of June 1999, incorporated by reference.                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 10  |   | Continental Materials Corporation Amended and Restated 1994 Stock  Option Plan dated May 25, 1994 filed as Appendix A to the 1994 Proxy  Statement, incorporated by reference.*                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 10a |   | Revolving Credit and Term Loan Agreement between dated as of  September 5, 2003, by and among the Company and LaSalle Bank National  Association and Fifth Third Bank filed as 10 to Form 10-Q for the quarterly  period ending September 27, 2003, incorporated by reference. |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 10b |   | Acquisition Agreement Between Valco Properties, Ltd. And Continental  Materials Corporation filed as Exhibit 2A to Form 8-K for the month  October 1996, incorporated by reference.                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 10c |   | Non-Competition and Non-Disclosure Agreement by Valco, Inc. And  Thomas E. Brubaker in favor of Continental Materials Corporation filed as  Exhibit 2B to Form 8-K for the month of October 1996, incorporated by  reference.                                                       |
|        |   |                                                                                                                                                                                                                                                                                     |
| Exhibit 10d |   | Fee Sand and Gravel Lease Between Valco, Inc. And Continental  Materials Corporation filed as Exhibit 2C to Form 8-K for the month of  October 1996, incorporated by reference.                                                                                                     |

 

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| Exhibit 10e  |   | Form of Supplemental Deferred Compensation Agreement filed as Exhibit  10 to Form 10-Q for the quarter ended July 1, 1983, incorporated by  reference.*                                                                                                                        |
|--------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 10f  |   | Stock Purchase Agreement By and Among Continental Materials  Corporation, Rocky Mountain Ready Mix Concrete, Inc. and The Shareholders of  Rocky Mountain Ready Mix Concrete, Inc. Filed as Exhibit 2A to Form 8-K for  the month of December 2000, incorporated by reference. |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 10g  |   | Continental Materials Corporation Employee Profit Sharing Retirement  Plan Amended and Restated Generally Effective October 1, 1997 filed as  Exhibit 99a to Form 10-K for the year ended January 1, 2000,  incorporated by reference.*                                   |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 14   |   | Code of Ethics (filed herewith).                                                                                                                                                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 21   |   | Subsidiaries of Registrant.**                                                                                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 23   |   | Consent of Independent Accountants.**                                                                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 31.1 |   | Rule 15d-14(a) Certification of Chief Executive Officer (filed  herewith).                                                                                                                                                                                                          |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 31.2 |   | Rule 15d-14(a) Certification of Chief Financial Officer (filed  herewith).                                                                                                                                                                                                          |
|         |   |                                                                                                                                                                                                                                                                                |
| Exhibit 32.1 |   | Section 1350 Certification of Chief Executive Officer and Chief  Financial Officer (filed herewith).                                                                                                                                                                           |

 

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*                 Compensatoryplan or arrangement

**          Previouslyfiled as the identically numbered exhibit to the registrant’s Annual Report onForm 10-K for the year ended January 3, 2004 and filed with the Securitiesand Exchange Commission on April 1, 2004.

 
| (b)    |   | Reports on Form 8-K:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | Registrant filed one report on Form 8-K during the quarter ended  January 3, 2004. The report, dated November 6, 2003, related to the  press release disclosing the results of the registrant’s operations for the  third quarter of 2003 issued November 5, 2003. In addition, one report  on Form 8-K was filed after January 3, 2004 but prior to the date of  this Form 10-K filing. The report, dated March 17, 2004, related to the  press release disclosing the results of the registrant’s operations for the  2003 fourth quarter and full year issued March 15, 2004. |

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|   |   | CONTINENTAL MATERIALS CORPORATION      |   |
|--------|--------|----------------------------------------|--------|
|   |   | Registrant                             |   |
|   |   |                                   |   |
|   | By:    | /s/ Joseph J. Sum                      |   |
|   |   | Joseph J. Sum, Vice President, Finance |   |
|        |        |                                        |        |  |

 

Date:                    April 30,2004

 

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