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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2005
 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 0-2762
 MAXCO, INC.
 (Exact Name of Registrant as Specified in its Charter)
 Michigan
    
    38-1792842(State or other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)1118 Centennial Way, Lansing, Michigan
    
    48917(Address of principal executive offices)
    
    (Zip Code)Registrants Telephone Number, including area code:
    
    (517) 321-3130Securities registered pursuant to Section 12(b) of the Act:Title of each class
    
    Name of each exchange on which registeredNONE
    
    NONESecurities registered pursuant to Section 12(g) of the Act:Common Stock
    
    Series Three Preferred Stock(Title of Class)
    
    (Title of Class)
  þ o
 o
  o þ
  Documents Incorporated By Reference
    1




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MAXCO,
INC.
 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
 ITEM
    
    
    
    PAGE10
    
    Directors and Executive Officers of the Registrant
    
    
    311
    
    Executive Compensation
    
    
    412
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    713
    
    Certain Relationships and Related Transactions
    
    
    814
    
    Principal Accountant Fees and Services
    
    
    9Signatures
    
    
    13Certification of Chief Executive Officer to Rule 13a-15(e)Certification of Chief Financial Officer to Rule 13a-15(e)Certification of Chief Executive Officer to 18 U.S.C.Certification of Chief Financial Officer to 18 U.S.C.
  2




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PART III
 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Present Position with the Company and
    
    
    
    
    
    Served as DirectorName
    
    Principal Occupation
    
    Age
    
    of Maxco SinceMax A. Coon
    
    Director, President and Chairman of
the Board of MAXCO, INC.
    
    
    70
    
    
    
    1969Eric L. Cross
    
    Executive Vice President and
Secretary of MAXCO, INC.
    
    
    62Sanjeev Deshpande
    
    Director of MAXCO, INC., President
of Atmosphere Annealing, Inc., a
Lansing, Michigan based provider of
heat treating services which was
acquired by Maxco, Inc. in January
1997.
    
    
    47
    
    
    
    2003Joel I. Ferguson
    
    Director of MAXCO, INC., President
of F&S Development Company, a
Lansing, Michigan based company
which develops, contracts and/or
owns and manages real estate
properties.
    
    
    66
    
    
    
    1985David R. Layton
    
    Director of MAXCO, INC. and
President of Layton & Richardson,
P.C., a Lansing, Michigan based
accounting firm.
    
    
    65
    
    
    
    2001Samuel O. Mallory
    
    Director of MAXCO, INC.; Investor
    
    
    72
    
    
    
    2002Vincent Shunsky
    
    Vice President of Finance and
Treasurer of MAXCO, INC.
    
    
    56
       Section 16(a) Beneficial Ownership Reporting Compliance
  3




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Code of Ethics
  Audit Committee and Audit Committee Financial Expert
  
 ITEM 11  EXECUTIVE COMPENSATION
 EXECUTIVE COMPENSATION
 Compensation Committee Report on Executive Compensation
 Compensation Committee Interlocks and Insider Participation
  Overview and Philosophy
   < Support the achievement of desired Company performance.< Provide compensation that will attract and retain superior talent and reward performance.< Align the executive officers interests with the success of the Company by placing a portion of pay at risk, with payout
dependent upon corporate performance.
  Executive Officer Compensation Program
  4




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Base Salary
  Annual Incentive Compensation
   Stock Option Program
    Deferred Compensation
  Benefits
  Chief Executive Officer
   5




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The Compensation Committee
 David R. LaytonJoel I. FergusonSamuel O. Mallory
 6




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##### Table of Contents



Summary Compensation Table
  Annual Compensation
    
    Long Term CompensationOtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annual
    
    
    
    
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Comp 1
    
    Options
    
    Comp 2Max A. Coon
    
    
    2005
    
    
    
    250,000
    3
    
    
    0
    
    
    
    300
    
    
    
    0
    
    
    
    0Chief Executive
    
    
    2004
    
    
    
    200,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    1,000Officer
    
    
    2003

    
    
    
    200,000
    
    
    
    0
    
    
    
    300
    
    
    
    0
    
    
    
    3,600Eric L. Cross
    
    
    2005
    
    
    
    150,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    3,750Executive
    
    
    2004
    
    
    
    150,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    1,947Vice President
    
    
    2003
    
    
    
    150,000
    
    
    
    0
    
    
    
    300
    
    
    
    0
    
    
    
    3,300Vincent Shunsky
    
    
    2005
    
    
    
    150,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    3,750Vice President
    
    
    2004
    
    
    
    150,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    3,788of Finance
    
    
    2003
    
    
    
    150,000
    
    
    
    25,000
    
    
    
    300
    
    
    
    0
    
    
    
    3,550
 (1)
    
    Represents annual director fees. Messrs. Cross and Shunsky resigned as directors of the company
on October 21, 2004.(2)
    
    Represents the Companys match of employee deferrals of currently earned income into the 401(k)
Employee Savings Plan and a profit sharing contribution made by the Company for all of its eligible
employees to the 401(k) Employee Savings Plan at the rate of 1% of eligible compensation.(3)
    
    Max A. Coon has deferred payment of his salary since December 1, 2003.
 Options
   Name and
    
    Number of Unexercised
    
    Value of UnexercisedPrincipal Position
    
    Options at Fiscal Year End
    
    Options at Fiscal Year EndMax A. Coon
Chief Executive Officer
    
    
    0
    
    
    
    0Eric L. Cross
Executive Vice President
    
    
    42,500
    
    
    
    0Vincent Shunsky
Vice President of Finance
    
    
    42,500
    
    
    
    0
 Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to
    
    Weighted-Average
    
    the Stock Option Planbe Issued Upon Exercise
    
    Exercise Price of
    
    (Excluding SecuritiesPlan Category
    
    of Outstanding Options
    
    Outstanding Options
    
    Reflected in Column a)Equity Compensation
Plans Approved by
Security Holders
    
    
    132,500
    1
    
    $
    7.74
    
    
    
    470,000
 
 1
    
    Includes 102,500 issued under a prior stock option plan
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COMPARATIVE STOCK PERFORMANCE
  
 3/00
    
    3/01
    
    3/02
    
    3/03
    
    3/04
    
    3/05MAXCO, INC.
    
    
    100.00
    
    
    
    89.55
    
    
    
    78.69
    
    
    
    53.73
    
    
    
    35.22
    
    
    
    45.37NASDAQ STOCK MARKET (U.S.)
    
    
    100.00
    
    
    
    47.20
    
    
    
    41.66
    
    
    
    22.38
    
    
    
    38.67
    
    
    
    37.64PEER GROUP
    
    
    100.00
    
    
    
    69.78
    
    
    
    58.44
    
    
    
    45.64
    
    
    
    66.99
    
    
    
    28.82
 
 (1)
    
    The CRSP Total Return Index for the NASDAQ Stock Market (US Companies) is composed of
all domestic common shares traded on the NASDAQ National Market and the NASDAQ Small-Cap
Market.(2)
    
    The peer group consists of ten companies whose stock is publicly traded and whose
market capitalizations are slightly above and below the Companys capitalization in a range
from $9.3 million to $20.96 million. Because of the diversified nature of the business
represented by its subsidiary companies, the Company is unable to identify a published
industry or line of business index or a group of peer issuers in comparable businesses
which are sufficiently similar to allow meaningful comparison. Therefore, the Company has
elected to compare its performance with a group of issuers having similar market
capitalizations as allowed by SEC rules.
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ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Nature ofBeneficial OwnershipName of
    
    
    
    Sole Voting
    
    Shared Voting
    
    % ofBeneficial Owner
    
    Title of Class
    
    and Investment Power
    
    and Investment Power
    
    ClassMax A. Coon 1
    
    Common Stock
    
    
    878,456
    
    
    
    107,070
    2
    
    
    28.6
    %Series ThreePreferred Stock
    
    
    169
    
    
    
    3,240
    3
    
    
    23.1
    %Series FourPreferred Stock 4
    
    
    7,000
    
    
    
    
    
    
    
    15.1
    %Series FivePreferred Stock 4
    
    
    3,816
    
    
    
    
    
    
    
    57.4
    %Eric L. Cross
    
    Common Stock
    
    
    168,775
    5
    
    
    88,583
    6
    
    
    7.4
    %Sanjeev Deshpande
    
    Common Stock
    
    
    45,089
    7
    
    
    
    
    
    
    1.3
    %Joel I. Ferguson
    
    Common Stock
    
    
    0
    
    
    
    
    
    
    
    *David R. Layton
    
    Common Stock
    
    
    0
    
    
    
    
    
    
    
    *Samuel O. Mallory
    
    Common Stock
    
    
    22,200
    
    
    
    
    
    
    
    *Vincent Shunsky
    
    Common Stock
    
    
    118,392
    8
    
    
    88,583
    9
    
    
    6.0
    %Series ThreePreferred Stock
    
    
    30
    
    
    
    
    
    
    
    *All Directors and Officers as a group,
including the above, totaling seven
people
    
    Common Stock
    
    
    1,232,912
    10
    
    
    173,736
    
    
    
    39.4
    %Series Three Preferred Stock
    
    
    199
    
    
    
    3,240
    
    
    
    23.3
    %Series Four Preferred Stock4
    
    
    7,000
    
    
    
    3,240
    
    
    
    15.1
    %Series Five Preferred Stock4
    
    
    3,816
    
    
    
    
    
    
    
    57.4
    %Daryle L. Doden 11
    
    Common Stock
    
    
    250,000
    
    
    
    95,800
    
    
    
    10.01
    %Andrew S. Zynda 12
    
    Common Stock
    
    
    327,740
    
    
    
    15,000
    
    
    
    9.9
    %Series Four Preferred Stock 4
    
    
    10,000
    
    
    
    
    
    
    
    21.5
    %ROI Capital Management, Inc.13
    
    Common Stock
    
    
    860,998
    
    
    
    
    
    
    
    25.0
    %
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##### Table of Contents



*
    
    Beneficial ownership does not exceed one percent (1%)(1)
    
    Mr. Coons address is 1118 Centennial Way, Lansing, Michigan.(2)
    
    Represents 18,487 shares owned by Mr. Coons immediate family, 55,250
shares held jointly with Mr. Cross and Mr. Shunsky, and a proportionate share of
100,000 shares held by a general partnership in which Mr. Coon is a 1/3 partner.(3)
    
    Represents shares owned by a charitable foundation of which Mr. Coon is
one of the trustees.(4)
    
    Series Four and Series Five Preferred Stock are both nonvoting.(5)
    
    Includes options to purchase 42,500 shares.(6)
    
    Includes 55,250 shares held jointly with Mr. Coon and Mr. Shunsky and a
proportionate share of 100,000 shares held by a general partnership in which Mr.
Cross is a 1/3 partner.(7)
    
    Includes options to purchase 40,000 shares.(8)
    
    Includes options to purchase 42,500 shares.(9)
    
    Represents 55,250 shares held jointly with Mr. Coon and Mr. Cross and a
proportionate share of 100,000 shares held by a general partnership in which Mr.
Shunsky is a 1/3 partner.(10)
    
    Includes options to purchase 125,000 shares(11)
    
    Includes 250,000 shares in the name of Contractor Supply, Incorporated of
which Mr. Doden owns 100% and 95,800 shares in the name of Master Works Foundation,
Inc. an Indiana non-profit corporation in which Mr. Doden is one-third member. Mr.
Dodens address is 1610 S. Grandstaff Dr., Auburn, IN 46706, or P.O. Box 51, Auburn,
IN 46706.(12)
    
    Mr. Zyndas address is Box 113, Corwin Road, Williamston, MI 48895(13)
    
    Information obtained from Schedule 13D dated April 8, 2003 and subsequent
Form 4 filings, filed with the Securities and Exchange Commission and sent to the
Company pursuant to Section 13(d) of the Securities Exchange Act of 1934. The
address of ROI Capital Management, Inc. is 17 E. Sir Francis Drake Blvd., Suite 225,
Larkspur, CA 94939.
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   Audit Fees
 Audit Fees
 Audit-Related
Fees
 Tax
Fees
 All
Other Fees
   11




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PART IV
 ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
  Exhibit Number3
    
    Restated Articles of Incorporation are hereby incorporated by reference
from Form 10-Q dated February 13, 1998.3.1
    
    By-laws are hereby incorporated by reference from Form S-4 dated November
4, 1991 (File No. 33-43855).4.2
    
    Resolution establishing Series Three Preferred Shares is hereby
incorporated by reference from Form S-4 dated November 4, 1991 (File No. 33-43855).4.3
    
    Resolution authorizing the redemption of Series Two Preferred Stock,
establishing Series Four Preferred Stock and the terms of the subordinated notes is
hereby incorporated by reference from Form 10-Q dated February 14, 1997.4.4
    
    Resolution establishing Series Five Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 5, 1997.4.5
    
    Resolution establishing Series Six Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 23, 1999.10.1
    
    Incentive stock option plan adopted August 15, 1983, including the
amendment (approved by shareholders August 25, 1987) to increase the authorized
shares on which options may be granted by two hundred fifty thousand (250,000), up
to five hundred thousand (500,000) shares of the common stock of the company is
hereby incorporated by reference from the annual report on Form 10-K for the fiscal
year ended March 31, 1988.10.11
    
    Asset purchase agreement for the purchase of Atmosphere Annealing, Inc.
is hereby incorporated by reference from registrants Form 8-K dated January 17,
1997.10.12
    
    Asset Purchase Agreement  Axson North America Inc. is hereby
incorporated by reference from registrants Form 10-Q dated February 14, 1997.10.18
    
    Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.10.29
    
    Obligor assignment agreement among Contractor Supply Incorporated,
Maxco, Inc., and Ersco Corporation dated November 14, 2002 is hereby incorporated by
reference from Form 10-Q dated November 25, 2002.10.30
    
    Stock purchase agreement between Ersco Corporation, Maxco, Inc., and
Contractor Supply Incorporated dated November 14, 2002 is hereby incorporated by
reference from Form 10-Q dated November 25, 2002.10.31
    
    Asset Purchase Agreement between Pak Sak Industries, Inc., Maxco, Inc.,
P-S Business Acquisition, Inc., and P&D Real Estate, LLC and Packaging Personified,
Inc. dated September 27, 2002 is hereby incorporated by reference from Form 10-Q
dated February 14, 2003.10.32
    
    First Amendment to Asset Purchase Agreement between Pak Sak Industries,
Inc., Maxco, Inc., P-S Business Acquisition, Inc., and P&D Real Estate, LLC and
Packaging Personified, Inc. dated October 30, 2002 is hereby incorporated by
reference from Form 10-Q dated February 14, 2003.10.33
    
    Second Amendment to Asset Purchase Agreement between Pak Sak Industries,
Inc., Maxco, Inc., P-S Business Acquisition, Inc., and P&D Real Estate, LLC and
Packaging Personified, Inc. dated November 25, 2002 is hereby incorporated by
reference from Form 10-Q dated February 14, 2003.10.34
    
    Credit Agreement between Atmosphere Annealing, Inc. and Huntington
National Bank dated November 18, 2003 is hereby incorporated by reference from Form
10-Q dated November 19, 2003.10.35
    
    Subordination Agreement between Maxco, Inc., Atmosphere Annealing, Inc.
and Comerica Bank and Huntington National Bank dated November 18, 2003 is hereby
incorporated by reference from Form 10-Q dated November 19, 2003.10.36
    
    Incentive agreement between Sanjeev Deshpande and Maxco, Inc. dated
April 20, 2004 is hereby incorporated by reference from form 10-K dated July 13,
2004.10.37
    
    Business Loan Agreement between Capitol National Bank and Maxco, Inc.
dated May 28, 2004 is hereby incorporated by reference from form 10-K dated July 13,
2004.
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Exhibit Number21
    
    Subsidiaries of the Registrant23.1
    
    Consent of Independent Registered Public Accounting FirmRehmann Robson
(Form S-8 filed June 2, 1992  File No. 33-48351 and Form S-8 filed November 19,
1998  File No. 333-67539).23.2
    
    Consent of Independent Registered Public Accounting FirmErnst & Young
LLP (Form S-8 filed June 2, 1992  File No. 33-48351 and Form S-8 filed November 19,
1998  File No. 333-67539).23.3
    
    Consent of Independent Registered Public Accounting FirmMoore Stephens
Doeren Mayhew (Form S-8 filed June 2, 1992  File No. 33-48351 and Form S-8 filed
November 19, 1998  File No. 333-67539).31.1
    
    Certification of Chief Executive Officer of periodic report pursuant to
Rule 13a-15(e) or Rule 15d-15(e).31.2
    
    Certification of Chief Financial Officer of periodic report pursuant to
Rule 13a-15(e) or Rule 15d-15(e).32.1
    
    Certification of Chief Executive Officer of periodic report pursuant to
18 U.S.C. §1350.32.2
    
    Certification of Chief Financial Officer of periodic report pursuant to
18 U.S.C. §1350.
 (b)
    
    Reports on Form 8-K:None(c)
    
    Exhibits-Subsidiaries of the Registrant (included with Form 10-K filed July 14, 2005)-Consent of Independent Registered Public Accounting FirmRehmann Robson (included with Form 10-K
filed July 14, 2005)-Consent of Independent Registered Public Accounting FirmErnst & Young LLP (included with Form 10-K
filed July 14, 2005)-Consent of Independent Registered Public Accounting FirmMoore Stephens Doeren Mayhew (included with
Form 10-K filed July 14, 2005)-Certification of Chief Executive Officer of periodic report pursuant to Rule 13a-15(e) or
Rule 15d-15(e).-Certification of Chief Financial Officer of periodic report pursuant to Rule 13a-15(e) or
Rule 15d-15(e).-Certification of Chief Executive Officer of periodic report pursuant to 18 U.S.C. §1350.-Certification of Chief Financial Officer of periodic report pursuant to 18 U.S.C. §1350.(d)
    
    Financial Statement SchedulesNone
 13




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SIGNATURES
  Date July 28, 2005
    MAXCO, INC.By
    /s/ VINCENT SHUNSKYVincent Shunsky, Vice President of Finance and Treasurer(Principal Financial and Accounting Officer) 14




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MAXCO,
INC.
 ANNUAL REPORT ON FORM 10-K/A
 
 EXHIBIT INDEX
 Exhibit No.
    
    Description21
    
    * Subsidiaries of the Registrant23.1
    
    * Consent of Independent Registered Public Accounting FirmRehmann Robson
(Form S-8 filed June 2, 1992  File No. 33-48351 and Form S-8 filed November
19, 1998  File No. 333-67539)23.2
    
    * Consent of Independent Registered Public Accounting FirmErnst & Young LLP
(Form S-8 filed June 2, 1992  File No. 33-48351 and Form S-8 filed November
19, 1998  File No. 333-67539)23.3
    
    * Consent of Independent Registered Public Accounting FirmMoore Stephens
Doeren Mayhew (Form S-8 filed June 2, 1992  File No. 33-48351 and Form S-8
filed November 19, 1998  File No. 333-67539)31.1
    
    Certification of Chief Executive Officer of periodic report pursuant to Rule
13a-15(e) or Rule 15d-15(e).31.2
    
    Certification of Chief Financial Officer of periodic report pursuant to Rule
13a-15(e) or Rule 15d-15(e).32.1
    
    Certification of Chief Executive Officer of periodic report pursuant to 18
U.S.C. §1350.32.2
    
    Certification of Chief Financial Officer of periodic report pursuant to 18
U.S.C. §1350.
 
 *
    
    Included with Maxco, Inc. Form 10-K filed July 14, 2005
 15