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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|/x/ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2000

or

|/ / | 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 0-25390

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SMC CORPORATION(Exact name of registrant as specified in its charter)

Oregon(State or other jurisdiction of
incorporation or organization)

93-0939076(I.R.S. Employer
Identification No.)20545 Murray Road
Bend, Oregon(Address of principal executive offices)

97701(Zip Code)


Registrant's telephone number,
including area code:(541) 389-1144

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act: Common Stock

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

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 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 information statement incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

Aggregate
market value of Common Stock held by nonaffiliates of the Registrant at March 15, 2001: $5,019,347. For purposes of this calculation, officers and directors are
considered affiliates.

Number
of shares of Common Stock outstanding at March 15, 2001: 5,745,599.

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TABLE OF CONTENTS

|Item of Form 10-K/A |  | Page                                                          
|------------------- |  | --------------------------------------------------------------
|PART III            |  | 1                                                             
|Item 10             |  | Directors and Executive Officers of the Registrant            
|Item 11             |  | Executive Compensation                                        
|Item 12             |  | Security Ownership of Certain Beneficial Owners and Management
|Item 13             |  | Certain Relationships and Related Transactions                
|SIGNATURES          |  | 10                                                            

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to the executive officers of the Company as of April 27, 2001:

Name

Age

PositionMathew M. Perlot

65

Chairman of the BoardCurtis W. Lawler

79

Chief Executive Officer and Vice-chairman of the BoardWilliam L. Rich

46

Vice President of Finance and Chief Financial OfficerSteven D. Bettis

37

Vice President of OperationsEastL. Michael Cary

58

Vice President of OperationsWest


Mathew M. Perlotco-founded the Company in November 1986 and has served as Chief Executive Officer and Chairman of
the Board since that time. In early 2001, Mr. Perlot retired as Chief Executive Officer. Mr. Perlot also served as President until May of 1997. Mr. Perlot served as Director of
Sales and Marketing for Monaco Coach Corporation from 1982 to 1985 and for Beaver Coaches, Inc. from 1985 to 1987. Mr. Perlot also served as President of RV Marketing, Inc. from
1980 to 1987. Mr. Perlot is married to Connie M. Perlot, a director and Secretary-Treasurer of the Company.

Curtis W. Lawlerbegan to serve as the Chief Executive Officer upon Mr. Perlot's retirement, in addition to being a director of
the Company. Mr. Lawler's most recent positions with the Company were Vice President of the Company and General ManagerBeaver Motor Coaches, Inc. Mr. Lawler
co-founded the Company in 1986 and has been employed by the Company in various capacities since 1987.

William L. Richjoined the Company as Vice President of Finance and Chief Financial Officer in November 1998. Prior to joining
the Company, Mr. Rich served as Vice President of Finance and Administration at Marus Dental International, a subsidiary of the Henry Schein Corporation. Prior to that, Mr. Rich held
senior financial positions at manufacturing companies in the Midwest. Mr. Rich obtained his B.S. degree in Business from Miami University (Ohio) and MBA from the University of North Texas.
Mr. Rich is a CPA and CMA.

Steven D. Bettisjoined the company in October 1992. Prior to his current position as Vice President of
OperationsEast, Mr. Bettis served as General Manager of Beaver from September 1997 to February 2001. In addition, Mr. Bettis served as General Manager of
Electronic Design and Assembly from its startup in January 1996 to September 1997. Prior to ED&A, Mr. Bettis served as Engineering Manager for Beaver Motor Coaches and in
engineering positions for Safari Motor Coaches. Before joining SMC, Mr. Bettis served as an electronics technician and supervisor in the US Air Force from 1984 to 1992.

L. Michael Caryjoined the company in August 1988. He became Vice PresidentOperations and Chief Operating Officer
in January 1989. He separated from SMC in 1997 and rejoined the Company in February, 2001 to serve as Vice President of OperationsWest. From 1976 to 1988, Mr. Cary served as
Controller of Nicolai/Morgan Products, Inc., a door and wood products manufacturing firm. Prior to 1976, he served in the Air Force as a Logistics Auditor and Finance Officer. Mr. Cary
holds a Bachelors degree in Business Administration from the University of Portland and a Masters degree in Logistics Management from the Air Force Institute of Technology. He currently serves on the
National Alumni Board for the University of Portland.

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The following table sets forth certain information with respect to the directors of the Company.

|Name, Principal Occupation and Other Directorships                                                                                                                                                                                                                                                                                                                                                             |  | Age |  | Director
Since
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------
|Mathew M. Perlot.Mr. Perlot co-founded the Company in 1986 and has since served as its President, Chief Executive Officer and Chairman of the Board. In early 2001, Mr.
Perlot retired as Chief Executive Officer, but continues to serve as Chairman of the Board. Mr. Perlot is married to Connie M. Perlot, a director and Secretary-Treasurer of the Company.                                              |  | 65  |  | 1986          
|Curtis W. Lawler.Mr.Lawler began to serve as the Chief Executive Officer upon Mr. Perlot's retirement, in addition to being a director of the Company. Mr.
 Lawler's most recent positions with the Company were Vice President of the Company and General ManagerBeaver Motor Coaches, Inc. Mr. Lawler co-founded the Company in 1986 and has been employed by the Company in various
capacities since 1987. |  | 79  |  | 1989          
|Connie M. Perlot.Ms. Perlot became Secretary-Treasurer in January 1987. Since 1986 Ms. Perlot has served as internal auditor for the Company. Ms.
 Perlot is married to Mathew M. Perlot.                                                                                                                                                                                                                      |  | 52  |  | 1986          
|Jim L. Traughber.From 1968 to 1997, Mr. Traughber owned and served as President of Traughber Oil Company, a wholesale petroleum products distributor located in
central Oregon.                                                                                                                                                                                                                                |  | 63  |  | 1994          
|Lawrence S. Black.Mr. Black is Vice-Chairman of the Board of Wells Fargo Van Kasper, Inc., an investment banking firm that served as the managing underwriter
for the initial public offering of the Company's Common Stock in January 1995.                                                                                                                                                                   |  | 71  |  | 1995          
|Allan L. CrislerMr. Crisler began to serve as a director in January, 2001. He has been active in Bend real estate for the past 12 years. He is on the board of
the Oregon Certified Development Corporation.                                                                                                                                                                                                   |  | 61  |  | 2001          

Compensation of Directors

Under the Company's 1994 Stock Incentive Plan (the Plan), each nonemployee director automatically is granted an option to purchase 5,000 shares of Common Stock
on the date he or she becomes a nonemployee director and automatically is granted an option to purchase 1,000 additional shares of
Common Stock in each subsequent calendar year that the nonemployee director continues to serve in that capacity. Other than these automatic grants, nonemployee directors may not be granted any other
options under the Plan. Nonemployee directors also receive $10,000 per year as compensation for serving on the Board of Directors and are reimbursed for reasonable expenses incurred in attending
meetings. Officers are appointed by the Board of Directors and serve at its discretion.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who own more than
10 percent of the Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC). Executive officers, directors and beneficial owners of
more than ten percent of the Common Stock are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such
forms received by the Company and on written representations from certain reporting persons that they have complied with the relevant filing requirements, the Company believes that all
Section 16(a) filing requirements applicable to its executive officers and directors have been complied with, except that Michael Jacque reported one transaction late on Form 4.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the executive compensation paid by the Company during the last three years to the Chief Executive Officer and all other
executive officers who earned more than $100,000 in combined salary and bonus in 2000.

|                                                                       |  |                |  |   |                         |  |    | Long-Term
Compensation
Awards |  |                  
|---------------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | -- | ----------------------------- |  | -----------------
|
|
|
|Mathew M. Perlot(2)
Chairman of the Board                              |  | 2000
1999
1998 |  | $ | 316,800
316,800
316,800 |  | $  | 
6,515
159,165               |  | 100,000

100,000
|Michael R. Jacque(3)
President and
Chief Operating Officer             |  | 2000
1999      |  |   | 218,333
110,200         |  | $$ | 150,000
6,515                 |  | 100,000
200,000  
|William L. Rich
Vice President of Finance, and
Chief Financial Officer |  | 2000
1999
1998 |  |   | 120,000
120,000
17,719  |  |    | 
1,086
6,315                 |  | 50,000

       

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Stock Option Grants in Last Fiscal Year

The following table provides information regarding stock options granted in 2000 to the executive officers named in the Summary Compensation Table.

|                     |  |         |     | Percentage
of Options
Granted to
Employees
During Fiscal
Year |  |   |       |  |         |  |   |        
|-------------------- |  | ------- | --- | ------------------------------------------------------------- |  | - | ----- |  | ------- |  | - | -------
|
|
|
|
|Mathew M. Perlot     |  | 100,000 | (2) | 31.0%                                                         |  | $ | 5.000 |  | 2/17/10 |  | $ | 641,500
|Michael R. Jacque(3) |  | 100,000 | (2) | 31.0%                                                         |  | $ | 5.000 |  | 2/17/10 |  | $ | 641,500
|William L. Rich      |  | 50,000  | (2) | 15.0%                                                         |  | $ | 5.000 |  | 1/01/10 |  | $ | 320,750

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Option Exercises and Year-End Option Values

None of the executive officers named in the Summary Compensation Table exercised any options during 2000. The following table indicates for all executive
officers named in the Summary Compensation Table (i) the number of shares subject to exercisable and unexercisable stock options as of December 31, 2000 and (ii) the value of
in-the-money options, which represents the positive difference between the exercise price of existing stock options and the year-end price of the Common Stock.

|                  |  | Number of
Shares
Acquired
on Exercise |  |   |  | Number of
Shares Subject
to Unexercised
Options
at Fiscal Year End |  |         |  |  
|----------------- |  | ------------------------------------- |  | - |  | ------------------------------------------------------------------ |  | ------- |  | -
|
|
|
|Mathew M. Perlot  |  | 0                                     |  | 0 |  | 325,560                                                            |  | 74,440  |  | $
|Michael R. Jacque |  | 0                                     |  | 0 |  | 140,190                                                            |  | 159,810 |  |  
|William L. Rich   |  | 0                                     |  | 0 |  | 16,900                                                             |  | 33,100  |  |  

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Compensatory Plan or Agreements

On February 23, 2001, the Company entered into a Retirement Agreement and Mutual Release of Claims with Mathew M. Perlot. Among other things, the
Retirement Agreement provides for payments to Mr. Perlot of $280,000 in his first year of retirement from his position as Chief Executive Officer,
$220,000 in his second year of retirement, and $100,000 per year in his third and in each subsequent year of retirement.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(1)

In 2000, the Compensation Committee of the Board of Directors (the Committee) was composed of two nonemployee directors. The Committee is responsible for
developing and making recommendations to the Board with respect to the Company's compensation policies and the levels of compensation to be paid to executive officers. In addition, the Committee has
responsibility for the administration of, and the grant of stock options and other awards under the 1994 Stock Incentive Plan, (the Plan).

The
objectives of the Company's executive compensation program are to attract and retain highly qualified executives and to motivate them to maximize shareholder returns by achieving
both short-term and long-term strategic Company goals. The two basic components of the executive compensation program are base salary and long-term incentive
compensation in the form of stock options. The Company also has a cash bonus program for senior executives and a 401(k) Profit Sharing Plan, both of which were instituted in 1995.

Base Salary.The Committee delegated authority to set executive salaries for 2000 (other than for Mathew Perlot) to
Mathew Perlot, the Chief Executive Officer of the Company. Mr. Perlot set executive compensation to reflect the Committee's recommendations and to provide salary levels appropriate for the
individual experience, job responsibility, and performance of each executive. In making recommendations to Mr. Perlot concerning executive compensation, the Committee considered, among other
things, executive salary levels established by companies of similar size in the manufacturing and motor coach industries, and recommended salary levels near what it perceived to be the middle range of
compensation for comparable positions at comparable companies. Each executive officer's salary is reviewed annually, and increases to base salary are made to reflect competitive market increases and
the individual factors described above.

Cash Bonus Program.In 1995 the Company instituted a cash bonus program for senior executives. The program provides for
cash payments based on a percentage of the Company's pretax profits. The applicable percentage of pretax profits an executive may receive under this program varies according to the executive's
experience, responsibilities and performance, up to a maximum of three percent.

Long-Term Incentive Compensation.The Plan is a long-term incentive plan for executives,
managers, and other employees within the Company. The objective of the Plan is to align employee and shareholder long-term interests by creating a strong and direct link between
compensation and shareholder value.
The Plan authorizes the Committee to award stock options to executive officers and other employees of the Company. Stock options are granted at an option price not less than 100% of fair market value
of the Company's Common Stock on the date of grant, in the case of incentive stock options, and at prices otherwise determined by the Committee, in the case of nonstatutory stock options. To date, all
options granted under the Plan have been nonstatutory stock options. Stock options granted under the Plan to date generally become exercisable to the extent of approximately 1/36th of the shares each
month after the date of grant, have ten year terms, and generally terminate in the event of termination of employment. The amount of stock option grants for an individual is at the discretion of the
Committee and depends upon the individual's level of responsibility and position in the Company.

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The
Company's 401(k) Profit Sharing Plan allows eligible employees to contribute up to 15 percent of their compensation annually. The Profit Sharing Plan also permits the
company to match a percentage of employees' contributions at management's discretion.

Deductibility.Section 162(m) of the Internal Revenue Code of 1986 limits to $1 million per person the
amount that the Company may deduct for compensation paid to any of its most highly compensated officers in any year after 1993. The levels of salary and bonus generally paid by the Company do not
exceed this limit. Upon the exercise of nonstatutory incentive stock options, however, the excess of the current market price over the option price (the option spread) is treated as compensation and,
therefore, it may be possible for option exercises by an officer in any year to cause the officer's total compensation to exceed $1 million. Under IRS regulations, option spread compensation
from options that meet certain requirements will not be subject to the $1 million limit on deductibility.

Compensation of Chief Executive Officer.The Committee set Mr. Perlot's compensation for 2000. The Committee
employed the same objectives and criteria to set Mr. Perlot's salary as it used in recommending compensation levels for the Company's other executive officers. The Committee did not increase
Mr. Perlot's salary in 2000.

| |  | COMPENSATION COMMITTEE            
| |  | ----------------------------------
| |  | Jim L. Traughber
Lawrence S. Black

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PERFORMANCE GRAPH(1)

Set forth below is a line graph comparing the cumulative total shareholder return of the Company's Common Stock with the cumulative total return, assuming
reinvestment of dividends, of the Standard and Poor's 500 Stock Index (S&P 500 Index) and a peer group consisting of Coachman, Inc., Fleetwood Enterprises, Monaco Coach Corporation, National RV
Holdings, Inc., Thor Industries, Inc., and Winnebago Industries for the period commencing on January 20, 1995 (the date of the Company's initial public offering) and ending on
December 31, 2000. The graph assumes that $100 was invested in the Company's Common Stock (at the initial public offering price) and each index on January 20, 1995.

LOGO

|                |  | Cumulative Return as of
|--------------- |  | -----------------------
|
|SMC Corporation |  | 100.00                 
|S&P 500 Index   |  | 100.00                 
|Peer Group      |  | 100.00                 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership as of March 15, 2001 of the Common Stock by (i) each person
known by the Company to own beneficially more than 5 percent of the Common Stock, (ii) each director and nominee for director of the Company, (iii) each executive officer of the
Company named in the Summary Compensation Table, and (iv) all executive officers and directors as a group. Except as otherwise noted, the persons listed below have sole investment and voting
power with respect to the Common Stock owned by them, and their addresses are c/o SMC Corporation, 20545 Murray Road, P.O. Box 5639, Bend, Oregon, 97708.

|Beneficial Owner                                             |  | Number of Shares
Beneficially Owned |      | Percentage
of Shares |  
|------------------------------------------------------------ |  | ----------------------------------- | ---- | -------------------- | -
|Mathew M. Perlot                                             |  | 3,317,700                           | (1)  | 58                   | %
|Curtis W. Lawler                                             |  | 1,168,000                           | (2)  | 20                   | %
|Michael R. Jacque                                            |  | 567,300                             | (3)  | 10                   | %
|William L. Rich                                              |  | 57,500                              | (4)  | 1                    | %
|Steven D. Bettis                                             |  | 20,000                              | (5)  | *                    |  
|L. Michael Cary                                              |  | 26,000                              | (6)  | *                    |  
|Lawrence S. Black                                            |  | 11,000                              | (7)  | *                    |  
|Jim L. Traughber                                             |  | 13,000                              | (8)  | *                    |  
|Connie M. Perlot                                             |  |                                    | (9)  |                     |  
|All directors and executive officers as a group (10 persons) |  | 5,180,500                           | (10) | 90                   | %

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 1988, Mathew M. Perlot, Chief Executive Officer and Chairman of the Board of the Company, entered into an agreement with Curtis W. Lawler, a
director of the Company. This
agreement contains a right of first refusal in favor of the Company and then Mr. Perlot if Mr. Lawler proposes voluntarily to transfer any shares, dies or becomes subject to a bankruptcy
proceeding. If the Company's or Mr. Perlot's purchase rights are exercised under the agreement, the purchase price in the event of death, bankruptcy, or termination of employment is a price
agreed to annually by Mr. Perlot and Mr. Lawler, and in the event of a proposed voluntary sale, the purchase price is the lower of the agreed price or the proposed voluntary sales price.
The last agreed price formula was to fix the per share price at two-thirds of the Common Stock's market price as of the date of a proposed sale.

In
2000, the Company purchased electronics from a supplier company that is owned by a principal related to Mr. Perlot. The Company purchased parts for the total amount of
$710,000 for the year ended December 31, 2000.

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SIGNATURES

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

|                     |  | SMC CORPORATION
|-------------------- |  | ---------------
|Date: April 27, 2001 |  | By:            

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the
following capacities on April 27, 2001.

|Signature                             |  | Title                                                               
|------------------------------------- |  | --------------------------------------------------------------------
|                                      |  |                                                                     
|/s/MATHEW M. PERLOTMathew M. Perlot   |  | Chairman of the Board                                               
|/s/CURTIS W. LAWLERCurtis W. Lawler   |  | Chief Executive Officer
(Principal Executive Officer)               
|/s/WILLIAM L. RICHWilliam L. Rich     |  | Chief Financial Officer
(Principal Financial and Accounting Officer)
|/s/CONNIE M. PERLOTConnie M. Perlot   |  | Director                                                            
|/s/LAWRENCE S. BLACKLawrence S. Black |  | Director                                                            
|/s/JIM L. TRAUGHBERJim L. Traughber   |  | Director                                                            
|/s/ALLAN L. CRISLERAllan L. Crisler   |  | Director                                                            

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