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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)

x
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 29, 2003
ORo   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 0-23938

SAFETY COMPONENTS INTERNATIONAL,
INC.(Exact name of registrant as specified in its charter)

|                                                                                     |  |                                               
|------------------------------------------------------------------------------------ |  | ----------------------------------------------
|DELAWARE(State or other jurisdiction of
incorporation or organization)               |  | 33-0596831(I.R.S. Employer
Identification No.)
|                                                                                     |  |                                               
|41 Stevens Street
Greenville, South Carolina(Address of principal
executive offices) |  | 29605(Zip Code)                               

Registrants telephone number, including area code (864) 240-2600

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, par value $.01 per share
(Title of Class)

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 at least the past 90 days x.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§229.405) 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 o.

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

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court x.

The aggregate market value of the common stock held by persons other than
affiliates of the registrant, as of September 28, 2002, was approximately
$34,221,000.

The number of shares outstanding of the registrants common stock, as of
June 30 , 2003, is as follows:

|                                       |  |                  |           | 
|-------------------------------------- |  | ---------------- | --------- | 
|Class                                  |  | Number of Shares
|                                       |  |                 
|Common Stock, par value $.01 per share |  |                  | 4,959,678 | 





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##### 



This Form 10-K/A Amendment No. 1 (this Amendment) amends and supplements
the Form 10-K (the Original Form 10-K) filed by Safety Components
International, Inc., a Delaware corporation (the Company), on June 25, 2003.
The sole purpose of this Amendment is to amend and restate Items 10, 11, 12 and
13 of Part III of the Original Form 10-K to read in their entirety as set forth
below. Defined terms not otherwise defined herein shall have the respective
meanings ascribed to them in the Original Form 10-K.

PART III

|         |  |                                                   
|-------- |  | --------------------------------------------------
|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board of Directors is divided into three classes, two of which
currently have two directors and one of which currently has one director. The
terms of the two Class II Directors, Ben E. Waide III and Carroll R. Wetzel,
Jr., expire at the 2003 Annual Meeting of Stockholders of the Company; the term
of the Class III Director, John C. Corey, expires in 2004, and the terms of the
two Class I Directors, Andy Goldfarb and W. Allan Hopkins, expire in 2005.
Directors hold office until the Annual Meeting of Stockholders of the Company
in the year in which the terms of their class expire and until their successors
have been duly elected and qualified. At each Annual Meeting of Stockholders
of the Company, the successors to the class of directors whose terms expire
will be elected for a three-year term.

Each of the nominees for directors and each of the incumbent directors has
been serving as a director of the Company since October 11, 2000 (the
Emergence Date), the date the Company and certain of its domestic
subsidiaries emerged from their pre-arranged cases under Chapter 11 of the U.S.
Bankruptcy Code (the Chapter 11 Cases), pursuant to the plan of
reorganization (as amended, the Plan of Reorganization) confirmed by the U.S.
District Court for the State of Delaware (the Bankruptcy Court) on August 31,
2000.

The names, ages and principal occupations of the Class II Directors, each
of whom is nominated for re-election at the 2003 Annual Meeting of Stockholders
and has indicated a willingness to serve if elected, as well as the Class I and
Class III Directors, are provided below.

Class II Directors

BEN E. WAIDE III. Age 64. Mr. Waide has served as a Director of the
Company since the Emergence Date. Since 1998, Mr. Waide has served as an
Executive Consultant to E.I. du Pont de Nemours and Company  DuPont Safety
Resources, a global workplace consulting firm. From 1995 to 1998, Mr. Waide
was Chairman and Chief Executive Officer of Atlantic Aviation Corporation, an
aircraft maintenance management services company. Mr. Waide served as General
Manager of the Films Division of E.I. du Pont de Nemours and Company from 1990
to 1995.

CARROLL R. WETZEL, JR. Age 60. Mr. Wetzel has served as Chairman of the
Board of the Company since the Emergence Date. From 1988 to 1996, Mr. Wetzel
was a Managing Director with the Mergers and Acquisition Group of Chemical
Bank/Chase Manhattan. Prior to that, from 1981 to 1988, he was a Managing
Director in Smith Barneys Mergers and Acquisitions Group. From 1976 to 1981,
he worked as an investment banker with Dillon, Read & Co. Inc. Mr. Wetzel also
serves on the Board of Directors of Laidlaw International, Inc., a publicly
traded company.

Class I Directors

ANDY GOLDFARB. Age 55. Mr. Goldfarb has served as a Director of the
Company since the Emergence Date. From 1985 until 2000, Mr. Goldfarb served as
Chairman, President and Chief Executive Officer of HCC Industries, the worlds
largest independent hermetic sealing operation. From 1976 to 1985,

2



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Mr. Goldfarb served HCC Industries in various operational and financial
positions, including Chief Operating Officer.

W. ALLAN HOPKINS. Age 64. Mr. Hopkins has served as a Director of the
Company since the Emergence Date. From 1998 until 2000, Mr. Hopkins served as
President and Chief Executive Officer of Atlas Steels Inc., a producer and
seller of stainless and specialty steel products. From 1993 to 1996, Mr.
Hopkins served as President and Chief Executive Officer of Algoma Steel Inc., a
manufacturer and marketer of steel products. From 1984 to 1992, Mr. Hopkins
served in various capacities including Senior Vice President, Vice President of
Sales and Vice President and General Manager of Stelpipe, Inc., a subsidiary of
Stelco, Inc., Canadas largest steel producer.

Class III Director

JOHN C. COREY. Age 55. Mr. Corey has served as President, Chief
Executive Officer and Director of the Company since the Emergence Date. Prior
to that, he had served as President, Chief Operating Officer and Director of
the Company since March 1999. Mr. Corey served as President of Stanley
Mechanics Tools, Inc., a division of The Stanley Works, a company engaged in
the business of manufacturing and distributing mechanics hand tools, from
September 1996 to March 1999, where he was responsible for worldwide
operations. Prior to that, Mr. Corey served as an independent consultant while
attending to personal business from December 1995 to August 1996, and as
President of Allied Signal North American Aftermarket, a division of Allied
Signal, Inc., a company engaged in the business of automotive components, from
September 1994 to November 1995. From 1984 to 1994, Mr. Corey served in
various positions for Moog Automotive, Inc., a company engaged in the business
of manufacturing and distributing automotive steering and suspension parts,
most recently as the President of the Steering and Suspension Division. Mr.
Corey has over 15 years of experience in management and manufacturing in the
automotive industry.

Executive Officers

The following table sets forth the names, ages and all positions and
offices with the Company held by the Companys present executive officers.

|                 |  |     |    |                                      |  |                                                     
|---------------- |  | --- | -- | ------------------------------------ |  | ----------------------------------------------------
|Name             |  | Age |    | Positions and Offices Presently Held
|                 |  |     |    |                                     
|John C. Corey    |  |     | 55 |                                      |  | Director, President and Chief Executive Officer     
|Brian P. Menezes |  |     | 50 |                                      |  | Vice President and Chief Financial Officer          
|Stephen B. Duerk |  |     | 61 |                                      |  | Vice President; President, North American
Automotive
|Vick Crowley     |  |     | 36 |                                      |  | Treasurer                                           

Executive officers are appointed by the Board and serve at the discretion
of the Board. Following is information with respect to the Companys executive
officers who are not also directors of the Company:

BRIAN P. MENEZES. Mr. Menezes has served as Vice President and Chief
Financial Officer of the Company since September 1999. From October 1997 to
September 1999, Mr. Menezes served as Vice President and General Manager of
Odyssey Knowledge Solutions, Inc., a Canadian software and systems development
company focused on web-based e-commerce and enterprise solutions. From January
1993 to June 1997, Mr. Menezes served as Vice President of Operations for
Cooper Industries (Canada) Inc. Automotive Products (Cooper), the largest
supplier in the Canadian automotive replacement parts market. From January
1993 to June 1995, Mr. Menezes also served as the Vice President of Finance of
Cooper.

STEPHEN B. DUERK. Mr. Duerk has served as President of the Companys
North American Automotive Group since April 1998 and as President of Safety
Components Fabric Technologies, Inc., a wholly-owned subsidiary of the Company
(SCFTI), since January 1998. From July 1997 to January 1998, Mr. Duerk served
the Company as Co-Managing Director of SCFTI. Prior to the Companys

3



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acquisition of the Air Restraint and Technical Fabrics Division of JPS
Automotive L.P. in July 1997, Mr. Duerk had served JPS Automotive, L.P., a tier
one supplier to the automotive industry of carpet and knit fabrics for
headliner and body cloth, as Vice President of Air Restraint Fabrics in the
Greenville, South Carolina facility, from October 1988. From 1965 to October
1988, Mr. Duerk served in various positions for JP Stevens & Co., Inc., a
company engaged in the business of manufacturing industrial textiles, of which
JPS Automotive, L.P. was a part until its restructuring in May 1998, most
recently as the Vice President of the Industrial Synthetic Group.

VICK CROWLEY. Mr. Crowley has served as Treasurer of the Company since
August 2000. Prior to that, he had served as Assistant Treasurer with HomeGold
Financial, Inc., of Greenville, South Carolina, a financial services firm,
since 1995.

Section 16(a) Beneficial Ownership Reporting Compliance

The Companys executive officers, directors and 10% stockholders are
required under the Securities Exchange Act of 1934, as amended, and regulations
thereunder, to file reports of ownership and changes in ownership with the SEC.
Copies of those reports must also be furnished to the Company. To the
Companys knowledge, based on the Companys review of the copies of such
reports it has received, each of the Companys directors and executive officers
identified above inadvertently failed to file a Form 5 report for fiscal 2003
reflecting a grant of options by the Company during the year (prior to August
29, 2002), but subsequently reported such transaction on Form 4. To the
Companys knowledge, no Form 4 or Form 5 was filed by Putnam (as defined below)
in connection with a sale of shares and its status as a 10% stockholder of the
Company, although Putnam has indicated that such filings are not required.

|         |  |                       
|-------- |  | ----------------------
|ITEM 11. |  | EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to the Chief
Executive Officer of the Company and the other most highly compensated
executive officers of the Company for the Companys fiscal year ended March 29,
2003 (each person appearing in the table is referred to as a Named
Executive).

Summary Compensation Table

|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  |              |         |           |   |        |        |     
|------------------ | ------------------------ | ---- | ---- | ---- |  | ------ | ------------------- | ------- | ------ | ------------ | ------- | ------------ |  |  | ------------ | ------- | --------- | - | ------ | ------ | ----
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  | Long Term    |         |           |   |       
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  | Compensation |         |           |   |       
|                   |                          |      |      |      |  |        | Annual Compensation |         | Awards |              |         |              | 
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              | 
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  | Securities   |         |           |   |       
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  | Underlying   |         | All Other
|Name and           |                          |      |      |      |  | Salary |                     | Bonus   |        | Options/SARs |         | Compensation
|Principal Position |                          | Year |      | ($)  |  | ($)    |                     | (#) (1) |        | ($)         
|                   |                          |      |      |      |  |        |                     |         |        |             
|John C. Corey      |                          |      | 2003 |      |  | $      | 325,000             |         |        | $            | 265,425 |              |  |  | 46,800       |         |           | $ | 27,922 | (3)   
|                   | President and Chief      |      |      | 2002 |  |        |                     | 316,040 |        |              |         | 231,675      |  |  |              | 173,200 |           |   |        | 62,013 | (4) 
|                   | Executive Officer (2)    |      |      | 2001 |  |        |                     | 306,827 |        |              |         | 318,039      |  |  |              | 0       |           |   |        | 35,105 | (5) 
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  |              |         |           |   |        |       
|Brian P. Menezes   |                          |      | 2003 |      |  | $      | 200,450             |         |        | $            | 129,920 |              |  |  | 27,000       |         |           | $ | 28,125 | (6)   
|                   | Vice President and Chief |      |      | 2002 |  |        |                     | 191,824 |        |              |         | 123,985      |  |  |              | 75,000  |           |   |        | 32,969 | (7) 
|                   | Financial Officer        |      |      | 2001 |  |        |                     | 185,380 |        |              |         | 188,903      |  |  |              | 0       |           |   |        | 17,085 | (8) 
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  |              |         |           |   |        |       
|Stephen B. Duerk   |                          |      | 2003 |      |  | $      | 187,500             |         |        | $            | 102,988 |              |  |  | 21,500       |         |           | $ | 20,036 | (9)   
|                   | Vice President;          |      |      | 2002 |  |        |                     | 182,000 |        |              |         | 80,223       |  |  |              | 71,000  |           |   |        | 12,495 | (10)
|                   | President North American |      |      | 2001 |  |        |                     | 177,917 |        |              |         | 63,700       |  |  |              | 0       |           |   |        | 15,777 | (11)
|                   | Automotive Group         |      |      |      |  |        |                     |         |        |              |         |              |  |  |              |         |           |   |        |        |     
|                   |                          |      |      |      |  |        |                     |         |        |              |         |              |  |  |              |         |           |   |        |       
|Vick Crowley       |                          |      | 2003 |      |  | $      | 105,000             |         |        | $            | 45,723  |              |  |  | 2,000        |         |           | $ | 12,667 | (13)  
|                   | Treasurer (12)           |      |      | 2002 |  |        |                     | 100,471 |        |              |         | 39,250       |  |  |              | 5,700   |           |   |        | 5,674  | (14)
|                   |                          |      | 2001 |      |  |        | 67,418              |         |        |              | 30,200  |              |  |  | 0            |         |           |   | 2,813  | (15)  

4



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|(1)  |  | Grants reflected for 2002 and 2003 are options under the Companys 2001
Stock Option Plan (the Option Plan).                                                                                                                                                                                                                                                                                
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Mr. Corey joined the Company in March 1999 as its Chief Operating Officer.
He became Chief Executive Officer on the Emergence Date.                                                                                                                                                                                                                                                           
|    
|(3)  |  | Amount reflects a $14,400 automobile allowance, a $5,161 matching
contribution under the Companys 401(k) plan, $690 of group life insurance
premiums, $4,158 of supplemental medical reimbursements, and $3,513 of
membership dues.                                                                                                                                                          
|    
|(4)  |  | Amount reflects $12,476 of life insurance premiums (which constitutes a
gross-up amount to offset income tax exposure), a $14,400 automobile allowance,
a $5,312 matching contribution under the Companys 401(k) plan, $570 of
long-term disability insurance premiums, $690 of group life insurance premiums,
$9,516 of supplemental medical reimbursements, and $19,049 of membership dues.
|    
|(5)  |  | Amount reflects $11,632 of life insurance premiums (which constitutes a
gross-up amount to offset income tax exposure), a $14,400 automobile allowance,
a $5,250 matching contribution under the Companys 401(k) plan, $720 of
long-term disability insurance premiums, $690 of group life insurance premiums,
and $2,413 of supplemental medical reimbursements.                            
|    
|(6)  |  | Amount reflects a $14,400 automobile allowance, a $4,706 matching
contribution under the Companys 401(k) plan, $269 of group life insurance
premiums, and $8,750 of supplemental medical reimbursements.                                                                                                                                                                                     
|    
|(7)  |  | Amount reflects $5,394 of life insurance premiums (which constitutes a
gross-up amount to offset income tax exposure), a $13,500 automobile allowance,
a $5,312 matching contribution under the Companys 401(k) plan, $516 of
long-term disability insurance premiums, $255 of group life insurance premiums,
and $7,992 of supplemental medical reimbursements.                             
|    
|(8)  |  | Amount reflects a $10,800 automobile allowance, a $5,250 matching
contribution under the Companys 401(k) plan, $666 of long-term disability
insurance premiums, $244 of group life insurance premiums, and $125 of
supplemental medical reimbursements.                                                                                                                                      
|    
|(9)  |  | Amount reflects a $6,000 automobile allowance, a $5,463 matching
contribution under the Companys 401(k) plan, $791 group life insurance
premiums, $4,679 of supplemental medical reimbursements and $3,103 of
membership dues.                                                                                                                                                               
|    
|(10) |  | Amount reflects a $6,000 automobile allowance, a $3,760 matching
contribution under the Companys 401(k) plan, $681 of group life insurance
premiums, $1,356 of supplemental medical reimbursements, and $698 of membership
dues.                                                                                                                                                             
|    
|(11) |  | Amount reflects a $6,000 automobile allowance, $3,876 of club dues, $659
of group insurance premiums, and $5,242 of supplemental medical reimbursements.                                                                                                                                                                                                                                      
|    
|(12) |  | Mr. Crowley joined the Company in August 2000.                                                                                                                                                                                                                                                                                                                                                
|    
|(13) |  | Amount reflects a $2,363 matching contribution under the Companys 401(k)
plan, $53 of group life insurance premiums, and $10,251 of supplemental medical
reimbursements.                                                                                                                                                                                                                     
|    
|(14) |  | Amount reflects a $3,920 matching contribution under the Companys 401(k)
plan, $199 of long-term disability premiums, $49 of group life insurance
premiums, and $1,506 of supplemental medical reimbursements.                                                                                                                                                                               
|    
|(15) |  | Amount reflects a $1,789 matching contribution under the Companys 401(k)
plan, $155 of long-term disability premiums, $29 of group life insurance
premiums, and $840 of supplemental medical reimbursements.                                                                                                                                                                                 

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Option Grants in Last Fiscal Year

The following table presents information concerning the options to
purchase our Common Stock granted during the fiscal year ended March 29, 2003
to the Named Executives.

|                 |  |            |        |               |  |           |      |            |  |       |      |                          |  |  |            |                        |  |                      |         |  |  |  |         | 
|---------------- |  | ---------- | ------ | ------------- |  | --------- | ---- | ---------- |  | ----- | ---- | ------------------------ |  |  | ---------- | ---------------------- |  | -------------------- | ------- |  |  |  | ------- | 
|                 |  |            |        |               |  |           |      |            |  |       |      |                          |  |  |            |                        |  | Potential Realizable
|                 |  |            |        |               |  |           |      |            |  |       |      |                          |  |  |            |                        |  | Value at            
|                 |  | Number of  |        |               |  |           |      |            |  |       |      |                          |  |  |            | Assumed Annual Rate of
|                 |  | Securities |        | Percent of    |  | Exercise  |      |            |  |       |      | Stock Price Appreciation
|                 |  | Underlying |        | Total Options |  | or Base   |      |            |  |       |      | for Option Term         
|                 |  | Options    |        | Granted to    |  | Price Per |      | Expiration |  |      
|Name             |  | Granted    |        | Employees (1) |  | Share     |      | Date       |  | 5%($) |      | 10%($)                  
|                 |  |            |        |               |  |           |      |            |  |       |      |                         
|John C. Corey    |  |            | 46,800 | (2)           |  |           | 29.7 | %          |  | $     | 6.71 |                          |  |  | 10/31/2010 |                        |  |                      | 163,332 |  |  |  | 397,800 | 
|Brian P. Menezes |  |            | 27,000 | (2)           |  |           | 17.1 | %          |  |       | 6.71 |                          |  |  | 10/31/2010 |                        |  |                      | 94,230  |  |  |  | 229,500 | 
|Stephen B. Duerk |  |            | 21,500 | (2)           |  |           | 13.7 | %          |  |       | 6.71 |                          |  |  | 10/31/2010 |                        |  |                      | 75,035  |  |  |  | 182,750 | 
|Vick Crowley     |  |            | 2,000  | (2)           |  |           | 1.3  | %          |  |       | 6.71 |                          |  |  | 10/31/2010 |                        |  |                      | 6,980   |  |  |  | 17,000  | 



---

|(1) |  | Percentages based upon the total number of options granted to the employees
of the Company during the fiscal year ended March 29, 2003.                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Of the options granted, 1/3 were vested and exercisable as of April 1,
2003, 1/3 shall vest and become exercisable on April 1, 2004, and the remaining
1/3 shall vest and become exercisable on April 1, 2005, subject to accelerated
vesting upon a change of control.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth information with respect to the Named
Executives concerning exercisable and unexercisable options held as of March
29, 2003. No options were in-the-money as of March 29, 2003, based on the last
closing sales price of the Companys Common Stock prior to March 29, 2003, of
$5.75 per share.

|                 |  |                        |         |                         |  |                 |        |                   |  |   |   |  |  |   |   | 
|---------------- |  | ---------------------- | ------- | ----------------------- |  | --------------- | ------ | ----------------- |  | - | - |  |  | - | - | 
|                 |  | Number of              |         |                         |  |                 |        |                   |  |  
|                 |  | Securities Underlying  |         | Value of Unexercised   
|                 |  | Unexercised Options at |         | In-the-Money Options at
|                 |  | March 29, 2003         |         | March 29, 2003         
|                 |  |                        |         |                        
|Name             |  | Exercisable            |         | Unexercisable           |  | Exercisable ($) |        | Unexercisable ($)
|                 |  |                        |         |                         |  |                 |        |                  
|John C. Corey    |  |                        | 131,066 |                         |  |                 | 88,934 |                   |  | $ |  |  |  | $ |  | 
|Brian P. Menezes |  |                        | 59,000  |                         |  |                 | 43,000 |                   |  |   |  |  |  |   |  | 
|Stephen B. Duerk |  |                        | 54,500  |                         |  |                 | 38,000 |                   |  |   |  |  |  |   |  | 
|Vick Crowley     |  |                        | 4,467   |                         |  |                 | 3,233  |                   |  |   |  |  |  |   |  | 

6



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Employment Agreements

Corey Agreement

Mr. Corey currently serves as President and Chief Executive Officer
pursuant to an employment agreement with the Company which became effective May
18, 2001 (with subsequent amendment as of June 27, 2001 with respect to certain
deferred compensation arrangements) and replaced all prior agreements with Mr.
Corey. The employment agreement provides for a base salary of $315,000
(increased to $325,000 in fiscal 2003), subject to increases at the discretion
of the Board and the recommendations of the Compensation Committee. In
addition to base salary, the employment agreement provides for an annual
incentive bonus under the Companys Management Incentive Plan or in accordance
with a formula or other bonus plan to be established by the Compensation
Committee in advance of each fiscal year. It also provides, in the event of a
Change of Control (as defined) while he is still employed with the Company or
under certain circumstances following his termination of employment other than
for Cause (as defined) or by reason of a Constructive Termination (as defined),
he will be entitled to a one-time bonus of $961,400 at the time the Change of
Control is consummated, provided it occurs within ten years following
termination of his employment at a time when he is still alive.

Pursuant to the employment agreement, Mr. Corey received, upon execution,
options to purchase 173,200 shares of Common Stock under the Option Plan. Such
grant consisted of (i) Class A Options to purchase 110,000 shares at an
exercise price equal to fair market value on the date of grant ($8.75 per
share), two-thirds of which immediately vested, and the final third of which
will vest on October 31, 2003, and (ii) Class B Options to purchase 63,200
shares of Common Stock at an exercise price equal to fair market value on the
date of grant ($8.75 per share), vesting one-third on October 31, 2001, an
additional one-third on October 31, 2002, and the final one-third on October
31, 2003. Because a Change of Control of the Company had not occurred by April
1, 2002, Mr. Corey received, pursuant to the employment agreement, a grant of
Class C Options to purchase 36,800 additional shares of Common Stock (together
with an additional grant of Class C Options to purchase another 10,000 shares
of Common Stock not provided in the employment agreement) vesting over the next
three anniversary dates of such grant. The exercise price for such Class C
Options is the per share price determined to be the fair market value for the
shares as of the date of the grant ($6.71 per share). All such options are
subject to accelerated vesting in certain cases upon a Change of Control of the
Company.

If Mr. Coreys employment is terminated by the Company other than by
reason of death or Disability (as defined) or for Cause or if the employment
agreement is terminated by him by reason of a Constructive Termination, the
Company shall pay Mr. Corey a severance and non-competition payment equal to
two times his base salary at the time of termination, payable in equal monthly
installments over the next succeeding 24 months, plus 18 months of health care
continuation payments; in the event such termination had occurred before
October 31, 2001, then the foregoing 24 month period and corresponding dollar
amount of severance and non-competition payment would have been increased by
one month for each calendar month by which such termination preceded November
1, 2001. If Mr. Coreys employment agreement is terminated by the Company in
connection with a Change of Control and he is not offered a position with the
acquirer with similar responsibilities or if he is initially offered and
accepts the position with the acquirer, but is terminated without Cause within
12 months after accepting such position, then, in lieu of any other severance
payment under his employment agreement, the Company shall pay Mr. Corey a
severance and non-competition payment equal to two times his base salary at the
time of termination in 24 equal monthly installments, plus 18 months of health
care continuation payments; in the event such termination had occurred on or
before October 31, 2001, then the foregoing 24 month period and corresponding
dollar amount of severance and non-competition payment would have been
increased by one month for each calendar month by which such termination
preceded November 1, 2001. All cash payments and health care continuation
payments shall cease in the event of competitive employment. Such payments
shall be mitigated by 50% of severance period earnings in the event of
non-competitive employment with annual compensation up to $100,000 and shall
cease altogether in the event of such annual compensation exceeding $100,000.

7



---



##### 



Menezes Agreement

Mr. Menezes currently serves as Vice President and Chief Financial Officer
pursuant to an employment agreement with the Company which became effective on
May 18, 2001 (with subsequent amendment as of June 27, 2001 with respect to
certain deferred compensation arrangements) and replaced all prior agreements
with Mr. Menezes. The employment agreement provides for a base salary of
$190,000 (increased to $200,450 in fiscal 2003), subject to increases at the
discretion of the Board and the recommendations of the Compensation Committee.
In addition to base salary, the employment agreement provides for an annual
incentive bonus under the Companys Management Incentive Plan or in accordance
with a formula or other bonus plan to be established by the Compensation
Committee in advance of each fiscal year. It also provides that, in the event
of a Change of Control (as defined) while he is still employed by the Company
or under certain circumstances following his termination of employment other
than for Cause (as defined) or by reason of a Constructive Termination (as
defined), he will be entitled to a one-time bonus of $393,300 at the time the
Change of Control is consummated, provided it occurs within ten years following
termination of his employment at a time when he is still alive.

Pursuant to the employment agreement, Mr. Menezes received, upon
execution, options to purchase 75,000 shares of Common Stock under the
Companys Option Plan. Such grant consisted of (i) Class A Options to purchase
45,000 shares at an exercise price equal to fair market value on the date of
grant ($8.75 per share), two-thirds of which immediately vested, and the final
third of which will vest on October 31, 2003, and (ii) Class B Options to
purchase 30,000 shares of Common Stock at an exercise price equal to fair
market value on the date of grant ($8.75 per share), vesting one-third on
October 31, 2001, an additional one-third on October 31, 2002, and the final
one-third on October 31, 2003. All such options are subject to acceleration in
certain cases upon a Change of Control of the Company.

If Mr. Menezes employment is terminated by the Company other than by
reason of death or Disability (as defined) or for Cause or if the employment
agreement is terminated by him by reason of a Constructive Termination, the
Company shall pay Mr. Menezes a severance and non-competition payment equal to
one and one half times his base salary at the time of termination, payable in
equal monthly installments over the next 18 months, plus 18 months of health
care continuation payments. If Mr. Menezes employment agreement is terminated
by the Company in connection with a Change of Control and he is not offered a
position with the acquirer with similar responsibilities or if he initially is
offered and accepts a position with the acquirer, but is terminated without
Cause within 12 months after accepting such position, then, in lieu of any
other severance payment under this employment agreement, the Company shall pay
Mr. Menezes a severance and non-competition payment equal to one and one half
times his base salary at the time of termination in 18 equal monthly
installments, plus 18 months of health care continuation payments. All cash
payments and health care continuation payments shall cease in the event of
competitive employment. Such payments shall be mitigated by 50% of severance
period earnings in the event of non-competitive employment with annual
compensation up to $50,000 and shall cease altogether in the event of such
annual compensation exceeding $50,000.

Duerk Agreement

Mr. Duerk currently serves as Vice President of the Company and President
of the North American Automotive Group pursuant to an employment agreement
which became effective May 18, 2001 and replaced all prior agreements with Mr.
Duerk. The employment agreement provided for an original base salary of
$182,000 (increased to $187,500 in fiscal 2003), subject to increases at the
discretion of the Board and the recommendations of the Compensation Committee.
In addition to base salary, the employment agreement provides for an annual
incentive bonus under the Companys Management Incentive Plan or in accordance
with a formula or other bonus plan to be established by the Compensation
Committee in advance of each fiscal year.

If Mr. Duerks employment is terminated by the Company other than by
reason of death or Disability (as defined) or for Cause (as defined) or if the
employment agreement is terminated by him by reason of a Constructive
Termination (as defined), the Company will pay Mr. Duerk a severance and
non-competition payment equal to one and one half times his base salary at the
time of termination, payable in

8



---



##### 



equal monthly installments over the next succeeding 18 months, plus 18 months
of health care continuation payments. If Mr. Duerks employment agreement is
terminated by the Company in connection with a Change of Control (as defined)
and he is not offered a position with the acquirer with similar
responsibilities or if he initially is offered and accepts a position with the
acquirer but is terminated without Cause within 12 months after accepting such
position, then, in lieu of any other severance payment under his employment
agreement, the Company shall pay Mr. Duerk a severance and non-competition
payment equal to one and one half times his base salary at the time of
termination in 18 equal monthly installments, plus 18 months of health care
continuation payments. All cash payments and health care continuation payments
shall cease in the event of competitive employment. Such payments shall be
mitigated by 50% of severance period earnings in the event of non-competitive
employment with annual compensation up to $50,000 and shall cease altogether in
the event of such annual compensation exceeding $50,000.

Crowley Agreement

Under his severance agreement with the Company, if Mr. Crowley is
terminated by the Company other than for Cause, death or Disability within 24
months following a Change of Control (including a termination by Mr. Crowley by
reason of a Constructive Termination) (all the foregoing capitalized terms as
defined in Mr. Crowleys severance agreement), Mr. Crowley is entitled to a
severance payment equal to his annual base salary in effect at the effective
date of termination, payable in twelve equal monthly installments following
termination.

Management Incentive Plan

Subsequent to the Emergence Date, the Companys Management Incentive Plan
for the benefit of the Companys key executive officers and certain other
management level employees (combining the Senior Management Plan and Management
Incentive Plan that were in effect prior to the Chapter 11 Cases) continued in
effect. Messrs. Corey, Menezes, Duerk and Crowley each received bonuses for
the fiscal year ended March 29, 2003 under the Management Incentive Plan. See
the Summary Compensation Table and   Employment Agreements above for
additional information concerning the Management Incentive Plan.

Severance Program

See   Employment Agreements above for additional information concerning
severance arrangements applicable to the Named Executives.

Director Compensation

Directors who are employees of the Company receive no compensation, as
such, for service as members of the Board. Directors who are not employees of
the Company receive an annual retainer of $20,000, plus an additional $10,000
for Mr. Wetzel as Board Chairman and an additional $5,000 each for committee
chairmen. They also each receive attendance fees ranging from $500 to $1,250
for attendance at Board and committee meetings attended in person or by
telephone. Finally, directors receive additional compensation at a rate of
$1,750 per day for special assignments, not including attendance at Board and
committee meetings. All directors are reimbursed for expenses incurred in
connection with attendance at meetings.

Each non-employee director received an option grant under the Option Plan
immediately following its approval by the stockholders (for 10,000 shares to
Mr. Wetzel, as Chairman, and 7,500 shares to each of the other non-employee
directors). The exercise price for the shares of Common Stock subject to these
options is the fair market value of the shares on the date of grant ($8.75 per
share), subject to adjustment to $.01 per share in the event of a change of
control as described in the option agreements. In April 2002, each
non-employee director received an additional option grant (for 10,000 shares to
Mr. Wetzel, as Chairman, and 7,500 shares to each of the other non-employee
directors). The exercise price for the shares of Common Stock subject to these
options is the per share price determined to be their fair market value as of
the date of grant ($6.71 per share).

9



---



##### 



Compensation Committee Interlocks and Insider Participation

From the Emergence Date through the fiscal year ended March 29, 2003,
Messrs. Goldfarb, Waide and Wetzel served as the Companys Compensation
Committee. No interlocking relationship exists between the Companys Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company.

|         |  |                                                                                               
|-------- |  | ----------------------------------------------------------------------------------------------
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as otherwise indicated, the following table and notes set forth
certain information, to the knowledge of the Company, regarding the beneficial
ownership of the Common Stock as of June 30, 2003, by all persons known by the
Company to be the beneficial owner of more than 5% of the Common Stock, by each
director of the Company, by each of the Named Executives (as defined herein)
and by all directors and executive officers of the Company as a group. Except
as otherwise indicated, to the knowledge of the Company, each beneficial owner
has the sole power to vote and to dispose of all shares of Common Stock owned
by such beneficial owner.

|                                                             |                               |                      |                      |                  |            |  |      |   | 
|------------------------------------------------------------ | ----------------------------- | -------------------- | -------------------- | ---------------- | ---------- |  | ---- | - | 
|                                                             |                               |                      | Amount and Nature of |                  | Percent of
|Name and Address of Beneficial Owner                         |                               | Beneficial Ownership |                      | Common Stock (1)
|                                                             |                               |                      |                      |                 
|Putnam, LLC (and related parties) (Putnam)                 |                               |                      | 1,381,925            |                  |            |  | 27.9 | %
|                                                             | One Post Office Square        |                      |                      |                  |            |  |      |   | 
|                                                             | Boston, MA 02109              |                      |                      |                  |            |  |      |   | 
|                                                             |                               |                      |                      |                  |            |  |      |  
|CSFC Wayland Advisors Inc. (and related parties) (Wayland) |                               |                      | 1,285,191            |                  |            |  | 25.9 | %
|                                                             | 12700 Whitewater Drive        |                      |                      |                  |            |  |      |   | 
|                                                             | Minnetonka, MN 55343          |                      |                      |                  |            |  |      |   | 
|                                                             |                               |                      |                      |                  |            |  |      |  
|SunAmerica Investments (and related parties) (SunAmerica)  |                               |                      | 1,444,972            |                  |            |  | 29.1 | %
|                                                             | 1 Sun America Center          |                      |                      |                  |            |  |      |   | 
|                                                             | Los Angeles, CA 90067         |                      |                      |                  |            |  |      |   | 
|                                                             |                               |                      |                      |                  |            |  |      |  
|Officers and Directors                                       |                               |                      |                      |                  |            |  |      |  
|John C. Corey (2)                                            |                               |                      | 131,181              |                  |            |  | 2.6  | %
|Andy Goldfarb (2)                                            |                               |                      | 7,500                |                  |            |  | *    |  
|W. Allan Hopkins (2)                                         |                               |                      | 7,500                |                  |            |  | *    |  
|Ben E. Waide III (2)                                         |                               |                      | 7,500                |                  |            |  | *    |  
|Carroll R. Wetzel, Jr. (2)                                   |                               |                      | 10,014               |                  |            |  | *    |  
|Brian P. Menezes (2)                                         |                               |                      | 59,000               |                  |            |  | 1.2  | %
|Stephen B. Duerk (2)                                         |                               |                      | 54,503               |                  |            |  | 1.1  | %
|Vick Crowley (2)                                             |                               |                      | 4,467                |                  |            |  | *    |  
|All executive officers and directors as a group              |                               |                      | 281,665              |                  |            |  | 5.4  | %
|                                                             | (consisting of 8 individuals) |                      |                      |                  |            |  |      |   | 



---

|*   |  | Less than 1%.                                                                                                                                                                                                                                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Shares beneficially owned, as recorded in this table, expressed as a
percentage of the shares of Common Stock outstanding.                                                                                                                                                                        
|   
|(2) |  | Includes 131,066 shares for Mr. Corey, 7,500 shares each for Messrs.
Goldfarb, Hopkins and Waide, 10,000 shares for Mr. Wetzel, 59,000 shares for
Mr. Menezes, 54,500 shares for Mr. Duerk, and 4,467 shares for Mr. Crowley
underlying currently exercisable stock options under the Option Plan.

Each of Putnam, Wayland and SunAmerica initially acquired their shares
pursuant to the Plan of Reorganization, as confirmed by the Bankruptcy Court,
effective as of the Emergence Date. The shares may be held on behalf of
clients in a fiduciary capacity, as to which the named beneficial owner may
exercise shared voting or dispositive power.

10



---



##### 



Equity Compensation Plan Information

The Company has one equity compensation plan, the Option Plan, that is a
shareholder approved plan. As of March 30, 2003, the number of options
outstanding and remaining available under the Option Plan were as follows:

|                                                           |  |                     |                  |                     |                   |                     |                     |  |           |  |         |  | 
|---------------------------------------------------------- |  | ------------------- | ---------------- | ------------------- | ----------------- | ------------------- | ------------------- |  | --------- |  | ------- |  | 
|                                                           |  |                     | Number of        |                     |                   |                     |                     |  |           |  |        
|                                                           |  |                     | securities to be |                     |                   |                     |                     |  | Number of
|                                                           |  |                     | issued upon      |                     | Weighted-average  |                     | securities         
|                                                           |  |                     | exercise of      |                     | exercise price of |                     | remaining available
|Plan category                                              |  | outstanding options |                  | outstanding options |                   | for future issuance
|                                                           |  |                     |                  |                     |                   |                    
|Equity
compensation plans
approved by
security holders     |  |                     | 694,600          |                     |                   | $                   | 8.20                |  |           |  | 205,400 | 
|                                                           |  |                     |                  |                     |                   |                     |                     |  |           |  |         | 
|Equity
compensation plans
not approved by
security holders |  |                     |                 |                     |                   |                     |                    |  |           |  |        | 
|                                                           |  |                     |                  |                     |                   |                     |                     |  |           |  |         | 
|                                                           |  |                     |                  |                     |                   |                     |                     |  |           |  |         | 
|Total                                                      |  |                     | 694,600          |                     |                   |                     |                     |  |           |  | 205,400 | 

|         |  |                                               
|-------- |  | ----------------------------------------------
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the Companys last fiscal year, except as may otherwise be
described herein, there were no transactions occurring or relationships that
existed between the Company and its officers, directors or 5% stockholders that
require disclosure under SEC regulations.

11



---



##### 



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.

| |  |                                       |  |                        
| |  | ------------------------------------- |  | -----------------------
| |  | SAFETY COMPONENTS
INTERNATIONAL, INC.
| |  |                                       |  |                        
| |  | By:                                   |  | /s/ Brian Menezes      
| |  |                                       |  |                        
| |  |                                       |  | Brian Menezes          
| |  |                                       |  | Chief Financial Officer
| |  |                                       |  |                        
| |  | Date:                                 |  | July 25, 2003          

12



---



##### 



CERTIFICATIONS

I, John C. Corey, certify that:



| | 1. |  | I have reviewed this Amendment No. 1 on Form 10-K/A to the annual
report of Safety Components International, Inc.;                                                                                                                                                                                                      
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this annual report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  

| |    |                                                                                                                                                                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
|
| | b. | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| | c. | presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |    |                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
|
| | b. | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |     |  |                                      
|-------------------- |  | --- |  | -------------------------------------
|DATED: July 25, 2003 |  | By: |  | /s/ John C. Corey                    
|                     |  |     |  |                                      
|                     |  |     |  | John C. Corey                        
|                     |  |     |  | President and Chief Executive Officer





---



##### 



I, Brian P. Menezes, certify that:



| | 1. |  | I have reviewed this Amendment No. 1 on Form 10-K/A to the annual
report of Safety Components International, Inc.;                                                                                                                                                                                                      
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this annual report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  

| |    |                                                                                                                                                                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
|
| | b. | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| | c. | presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |    |                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
|
| | b. | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |     |  |                                           
|-------------------- |  | --- |  | ------------------------------------------
|DATED: July 25, 2003 |  | By: |  | /s/ Brian P. Menezes                      
|                     |  |     |  |                                           
|                     |  |     |  | Brian P. Menezes                          
|                     |  |     |  | Vice President and Chief Financial Officer
|                     |  |     |  | (Principal Financial Officer)