##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION  FORM 10-K/A þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For 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) 321-3130
 Securities registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registeredNONE
    
    NONE
 Securities registered pursuant to Section 12(g) of the Act: Common stock
    
    Series Three Preferred Stock(Title of Class)
    
    (Title of Class)
 Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days. Yes
þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes
o No þ The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2004: $6,717,700. At June 30, 2004, there were 3,101,195 outstanding shares of Registrants
common stock. Documents Incorporated By Reference  None.




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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
    
    12Certification of Chief Executive Officer pursuant to Section 302Certification of Chief Financial Officer pursuant to Section 302Certification of Chief Executive Officer pursuant to Section 906Certification of Chief Financial Officer pursuant to Section 906
  2




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PART III 
 ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following information is given regarding the directors and executive
officers of the Company. 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.
    
    
    69
    
    
    
    1969Eric L. Cross
    
    Director, Executive Vice President
and Secretary of MAXCO, INC.
    
    
    61
    
    
    
    1972Sanjeev 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.
    
    
    46
    
    
    
    2003Charles J. Drake
    
    Director of MAXCO, INC., Chairman
and Chief Executive Officer of
Integral Vision, Inc., a Farmington
Hills, Michigan based manufacturer
of micro-processor based inspection
systems of which Maxco owns 25%.
    
    
    64
    
    
    
    1982Joel 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.
    
    
    65
    
    
    
    1985Richard G. Johns
    
    Director of MAXCO, INC.
    
    
    60
    
    
    
    1990David R. Layton
    
    Director of MAXCO, INC. and
President of Layton & Richardson,
P.C., a Lansing, Michigan based
accounting firm.
    
    
    64
    
    
    
    2001Samuel O. Mallory
    
    Director of MAXCO, INC.; Investor
    
    
    71
    
    
    
    2002Vincent Shunsky
    
    Director, Vice President of Finance
and Treasurer of MAXCO, INC.
    
    
    55
    
    
    
    1983
 All of the foregoing Directors and nominees have been engaged in the
principal occupation specified for the previous five (5) years except as
follows: Sanjeev Deshpande was appointed as President of Atmosphere Annealing, Inc.
in January 2000. Prior to that time, Mr. Deshpande served as Vice President of
Atmosphere Annealing, Inc. Richard G. Johns retired from his position as Vice President of Maxco,
Inc. effective December 31, 2003. The address and telephone number for each person named in the table is in
care of Maxco, Inc., 1118 Centennial Way, Lansing, MI 48917, telephone number
(517)321-3130. During the past five years, none of the above named persons has been
convicted in a criminal proceeding or has been a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining him form future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of federal of
state securities laws. All of the above named persons are citizens of the
United States. Messrs. Coon, Shunsky, and Drake are also Directors of Integral Vision,
Inc.(formerly, Medar, Inc.), a 15% owned investment of Maxco, Inc. whose stock
is traded on the Nasdaq Stock Market. 3




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Mr. Coon and Mr. Cross are brothers-in-law. There are no other family
relationships between any Directors or Executive Officers. Section16(a)Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys Directors and Executive Officers or beneficial owners of over 10% of
any class of the Companys equity securities to file certain reports regarding
their ownership of the Companys securities or any changes in such ownership
All such reports were filed on a timely basis during the fiscal year ended
March 31, 2004. Code of Ethics The Company has adopted a code of ethics that applies to its directors,
officers, and employees. A paper copy of our code of ethics may be obtained
free of charge by writing to the Company care of its Compliance Officer at our
principal executive office located at 1118 Centennial Way, Lansing, MI 48917. Audit Committee and Audit Committee Financial Expert The members of the Audit Committee for the year ended March 31, 2004 were
Joel I. Ferguson, David R. Layton and Samuel O. Mallory, each of whom are
independent directors as defined by the rules of the Nasdaq Stock Market. In
addition, our board of directors has determined that David R. Layton is an
audit committee financial expert as defined by the Securities and Exchange
Commission. 
 ITEM 11 - EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION Compensation Committee Report on Executive Compensation Compensation Committee Interlocks and Insider Participation The Compensation Committee of the Board of Directors (the Committee)
consisted of Max A. Coon and David R. Layton for the year ended March 31, 2004.
Although the presence of Mr. Coon on the Committee, as Chief Executive Officer
of the Company, could be considered to present a conflict of interest, Mr.
Coons input is considered very important and he has agreed to abstain from
voting on any matter related to his own compensation. Overview and Philosophy The Committee is responsible for developing and making recommendations to
the Board with respect to the Companys executive compensation policies. In
addition, the Compensation Committee, pursuant to authority delegated by the
Board, determines on an annual basis the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Company. The objectives of the Companys executive compensation program are to:  <
    
    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. The executive compensation program provides an overall level of
compensation opportunity that is competitive with companies of comparable size
and complexity. The Compensation Committee will use its discretion to set
executive compensation where in its judgment external, internal or an
individuals circumstances warrant it. Executive Officer Compensation Program The Companys executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long-term incentive compensation in
the form of stock options, and various benefits, including medical and deferred
compensation plans, generally available to employees of the Company. 4




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Base Salary Base salary levels for the Companys executive officers are competitively
set relative to other comparable companies. In determining salaries the
Committee also takes into account individual experience and performance. Annual Incentive Compensation The Companys annual incentive program for executive officers and key
managers provides direct financial incentives in the form of an annual cash
bonus to executives to achieve the Companys annual goals. Goals for Company
performance are set at the beginning of each fiscal year. In the year ended
March 31, 2004, the following measures of Company performance were selected:
net sales, consolidated net income, market penetration, and customer
satisfaction. Specific individual performance was also taken into account in determining
bonuses, including meeting department goals, attitude, dependability,
cooperation with co-workers, and creativity or ideas that benefit the Company. Stock Option Program The stock option program is the Companys long-term incentive plan for
executive officers and key employees. The objectives of the program are to
align executive and shareholder long-term interests by creating a strong and
direct link between executive pay and shareholder return, and to enable
executives to develop and maintain a significant, long-term stock ownership
position in the Companys Common Stock. On August 25, 1998, the Shareholders ratified an Employee Stock Option
Plan to grant options on up to 500,000 shares of the Companys common stock to
officers and key employees of the Company and its subsidiaries. The options
which may be granted under this plan may either qualify as incentive stock
options within the meaning of Section 422A of the Internal Revenue Code, as
amended, or may be nonqualified options. The stock option plan authorizes a committee of directors to award stock
options to key employees, directors or agents of the Company. Stock options
are granted at an option price equal to the fair market value of the Companys
Common Stock on the date of grant, have ten year terms and can have exercise
restrictions established by the Option Committee. Awards are made at a level
calculated to be competitive with companies of comparable size and complexity. Deferred Compensation The Company has two 401(k) Employee Savings Plans covering substantially
all employees of the Company. The 401(k) plans are cash or deferred plans
under which employees may elect to contribute a certain portion of their annual
compensation which they would otherwise be eligible to receive in cash. The
Company has agreed to make a matching contribution in the percentages specified
in the plan documents. In addition, a separate employer contribution may be
made at the discretion of the Board. The plans do not contain established
termination dates and it is not anticipated that they will be terminated at any
time in the foreseeable future. Benefits The Company provides medical benefits to the executive officers that are
generally available to Company employees. The amount of perquisites, as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed 10% of salary for
the year ended March 31, 2004. Chief Executive Officer Max A. Coon has served as the Companys Chief Executive Officer since
1969. His base salary for the year ended March 31, 2004 was $200,000, of which
approximately $167,000 was deferred. No bonus was paid to Mr. Coon for 2004. Significant factors in establishing Mr. Coons compensation were his
strategic and overall management direction of the Company and his position and
long service to the Company. The Compensation Committee Max A. Coon  5




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Summary Compensation Table The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and to the three other executive officers whose
compensation exceeded $100,000: Annual Compensation
    
    
    
    
    
    Long Term CompensationOtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annual
    
    
    
    
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Comp1
    
    Options
    
    Comp2Max A. Coon
    
    
    2004
    
    
    
    200,000
    3
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    1,000Chief Executive
    
    
    2003
    
    
    
    200,000
    
    
    
    0
    
    
    
    300
    
    
    
    0
    
    
    
    3,600Officer
    
    
    2002
    
    
    
    200,000
    
    
    
    0
    
    
    
    400
    
    
    
    0
    
    
    
    3,500Eric L. Cross
    
    
    2004
    
    
    
    130,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    1,947Executive
    
    
    2003
    
    
    
    150,000
    
    
    
    0
    
    
    
    300
    
    
    
    0
    
    
    
    3,300Vice President
    
    
    2002
    
    
    
    150,000
    
    
    
    0
    
    
    
    400
    
    
    
    0
    
    
    
    3,300Richard G. Johns
    
    
    2004
    
    
    
    109,375
    4
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    2,063Vice President
    
    
    2003
    
    
    
    125,000
    
    
    
    0
    
    
    
    300
    
    
    
    0
    
    
    
    2,7502002
    
    
    
    125,000
    
    
    
    0
    
    
    
    400
    
    
    
    0
    
    
    
    2,210Vincent Shunsky
    
    
    2004
    
    
    
    150,000
    
    
    
    0
    
    
    
    200
    
    
    
    0
    
    
    
    3,788Vice President
    
    
    2003
    
    
    
    150,000
    
    
    
    25,000
    
    
    
    300
    
    
    
    0
    
    
    
    3,550of Finance
    
    
    2002
    
    
    
    150,000
    
    
    
    0
    
    
    
    400
    
    
    
    0
    
    
    
    3,300
  (1)
    
    Represents annual director fees(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 deferred payment of his salary beginning May 1, 2003.  (4)
    
    Richard G. Johns retired from the Company effective December 31, 2003.
Amount includes severance of $15,625. Options The following table summarizes the value of the options held by the above
named individuals at the year end. No options were granted to or exercised by
the named individuals during the year ended March 31, 2004. All of the options
held by the named individuals are presently exercisable. Year End Option
ValuesNumber of
    
    Value of UnexercisedName and
    
    Unexercised Options
    
    Options at FiscalPrincipal Position
    
    at Fiscal Year End
    
    Year EndMax A.
Coon
Chief Executive Officer
    
    
    0
    
    
    
    0Eric L.
Cross
Executive Vice President
    
    
    42,500
    
    
    
    0Richard G.
Johns
Vice President
    
    
    0
    
    
    
    0Vincent
Shunsky
Vice President of Finance
    
    
    42,500
    
    
    
    0
 6




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Equity Compensation Plan Information The following table summarizes information as of March 31, 2004 regarding
the Companys common stock reserved for issuance under the Companys Employee
Stock Option Plan. The Companys Employee Stock Option Plan is its only equity
compensation plan and was approved by the shareholders in 1998. Number ofSecuritiesRemaining Availablefor Future IssuanceUnder the StockNumber of
    
    
    
    
    
    Option PlanSecurities to be
    
    
    
    
    
    (ExcludingIssued Upon
    
    Weighted-Average
    
    SecuritiesExercise of
    
    Exercise Price of
    
    Reflected in ColumnPlan Category
    
    Outstanding Options
    
    Outstanding Options
    
    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 
 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following Table sets forth certain information as of June 30, 2004, as
to the equity securities of the Company owned beneficially by beneficial owners
of 5% or more of the Companys securities, by each Director and Nominee and by
all Directors and Officers of the Company as a group. Amount and Nature ofBeneficial OwnershipName of
    
    
    
    
    
    Sole Voting
    
    Shared Voting
    
    % ofBeneficial Owner
    
    Title of Class
    
    and Investment Power
    
    and Investment Power
    
    ClassMax A. Coon1
    
    Common Stock
    
    
    878,456
    
    
    
    107,070
    2
    
    
    31.8
    %Series Three Preferred Stock
    
    
    114
    
    
    
    3,240
    3
    
    
    22.7
    %Series Four Preferred Stock 4
    
    
    7,000
    
    
    
    
    
    
    
    15.1
    %Series Five Preferred Stock4
    
    
    3,816
    
    
    
    
    
    
    
    57.4
    %Eric L. Cross
    
    Common Stock
    
    
    168,775
    5
    
    
    88,583
    6
    
    
    8.2
    %Sanjeev Deshpande
    
    Common Stock
    
    
    40,000
    7
    
    
    
    
    
    
    1.3
    %Charles J. Drake
    
    Common Stock
    
    
    0
    
    
    
    
    
    
    
    *Joel I. Ferguson
    
    Common Stock
    
    
    5,000
    
    
    
    
    
    
    
    *Richard G. Johns
    
    Common Stock
    
    
    92,660
    
    
    
    
    
    
    
    3.0
    %David R. Layton
    
    Common Stock
    
    
    0
    
    
    
    
    
    
    
    *Samuel O. Mallory
    
    Common Stock
    
    
    22,200
    
    
    
    
    
    
    
    *Vincent Shunsky
    
    Common Stock
    
    
    118,392
    8
    
    
    88,583
    9
    
    
    6.6
    %Series Three Preferred Stock
    
    
    30
    
    
    
    
    
    
    
    *All Directors and Officers as
a group, including the above,
totaling in number 9
    
    Common Stock
    
    
    1,325,483
    10
    
    
    173,736
    11
    
    
    48.3
    %Series Three Preferred Stock
    
    
    144
    
    
    
    3,240
    
    
    
    22.9
    %
 7




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##### Table of Contents



Amount and Nature ofBeneficial OwnershipName of
    
    
    
    
    
    Sole Voting
    
    Shared Voting
    
    % ofBeneficial Owner
    
    Title of Class
    
    and Investment Power
    
    and Investment Power
    
    ClassSeries Four Preferred Stock4
    
    
    7,000
    
    
    
    
    
    
    
    15.1
    %Series Five Preferred Stock4
    
    
    3,816
    
    
    
    
    
    
    
    57.4
    %Andrew S. Zynda12
    
    Common Stock
    
    
    327,740
    
    
    
    15,000
    
    
    
    11.1
    %Series Four Preferred Stock4
    
    
    10,000
    
    
    
    
    
    
    
    21.5
    %ROI Capital
Management, Inc.13
    
    Common Stock
    
    
    835,498
    
    
    
    
    
    
    
    26.9
    %Dimensional Fund Advisors,
Inc.14
    
    Common Stock
    
    
    145,200
    
    
    
    
    
    
    
    4.7
    %
 * 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)
    
    Represents 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 107,500 shares  (11)
    
    Includes 5,089 shares owned by Maxco, Inc. 401(k) Employees Savings Plan
of which Messrs. Coon, Shunsky, and Cross are Trustees.  (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.  (14)
    
    Information obtained from Schedule 13G dated February 6, 2004, 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
Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401. 
 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In June 2003 the Company assumed a lease with CJC Leasing, a limited
liability company in which Mr. Coon is a member, from Contractor Supply
Incorporated, the purchaser of the Companys formerly wholly owned subsidiary,
Ersco Corporation. As a result, the parties agreed to reduce the amount the
Company owes Contractor Supply Incorporated by $2.3 million. 8




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The firm of Ernst & Young LLP served as auditors for the Company for the
fiscal year ended March 31, 2003. Effective May 7, 2004, the Company dismissed
Ernst & Young LLP and engaged the accounting firm of Rehmann Robson as its new
independent public accountants. Rehmann Robson served as auditors for the
Company for the fiscal year ended March 31, 2004. The decision to change
Maxcos accounting firm was approved by the audit committee of the board of
directors on May 6, 2004 and reported on Form 8-K/A dated May 7, 2004. For the two years ended March 31, 2003 and 2004, Ernst & Young LLP billed
the Company for its services as follows: Audit Fees.
    

2004         
          $25,500 for aggregate fees billed
for professional services rendered for the reviews of the
financial statements included in the Companys quarterly
reports filed with the Securities and Exchange Commission
during the year.2003         
          $81,575 for aggregate fees billed for professional services rendered
for the audit of the Companys annual financial statements for the year ended
March 31, 2003 and the reviews of the financial statements included in the Company
s quarterly reports filed with the Securities and Exchange Commission during the year.Audit-Related Fees.
    
    There were no such fees.Tax Fees.
    
    There were no such fees.All Other Fees.
    
    There were no such fees.
 There were no additional fees billed for
services to the Company other than the above. The Audit Committee of the Companys Board of Directors is of the opinion
that the provision of services described above was compatible with maintaining
the independence of Rehmann Robson and Ernst & Young LLP. The Company did not
have pre-approval policies and procedures in 2003. In 2004, the Audit
Committee revised its charter to comply with the mandates of the Sarbanes-Oxley
Act of 2002 and related rules and regulations of the Securities and Exchange
Commission, including pre-approval policies and procedures. All services
rendered to the Company by Rehmann Robson and Ernst & Young for the year ended
March 31, 2004 are permissible under applicable laws and regulations, and were
pre-approved by the Audit Committee. 9




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##### Table of Contents



PART IV ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(3) Listing of Exhibits 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, 2004.10.37
    
    Business Loan Agreement between Capitol National Bank and Maxco, Inc. dated May 28, 2004.21
    
    Subsidiaries of the Registrant23.1
    
    Consent of 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).
 10




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##### Table of Contents



Exhibit Number23.2
    
    Consent of 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 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  -
    
    Incentive agreement between Sanjeev Deshpande and Maxco, Inc. dated
April 20, 2004 (included with Form 10-K filed July 13, 2004)-
    
    Business Loan Agreement between Capitol National Bank and Maxco, Inc.
dated May 28, 2004 (included with Form 10-K filed July 13,
2004)-
    
    Subsidiaries of the Registrant (included with Form 10-K filed July 13, 2004)-
    
    Consent of Registered Public Accounting FirmRehmann Robson (included with Form 10-K filed July 13, 2004)-
    
    Consent of Registered Public Accounting FirmErnst & Young LLP (included with Form 10-K filed July 13, 2004)-
    
    Consent of Registered Public Accounting FirmMoore Stephens Doeren Mayhew
(included with Form 10-K filed July 13, 2004)-
    
    Certification of Chief Executive Officer-
    
    Certification of Chief Financial Officer (d) Financial Statement Schedules None 11




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. Date July 29, 2004
    
    MAXCO, INC.By /s/ VINCENT SHUNSKYVincent Shunsky, Vice President of Finance and Treasurer(Principal Financial and Accounting Officer)
 12




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##### Table of Contents



MAXCO, INC.
ANNUAL REPORT ON FORM 10-K/A EXHIBIT INDEX Exhibit No.
    
    Description10.36
    
    * Incentive agreement between Sanjeev Deshpande and
Maxco, Inc. dated April 20, 200410.37
    
    * Business Loan Agreement between Capitol National Bank
and Maxco, Inc. dated May 28, 200421
    
    * Subsidiaries of the Registrant23.1
    
    * Consent of 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 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 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 13, 2004 13