##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(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 30, 2002

OR

o   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________________ to _______________________________

Commission File Number 0-23938

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 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 June 25, 2002, was approximately
$27,526,000.

The number of shares outstanding of the registrants common stock, as of
June 25, 2002, is as follows:

|                                             |  |                           
|-------------------------------------------- |  | --------------------------
|Class
Common Stock, par value $.01 per share |  | Number of Shares
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 26, 2002.
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 and to supplement Item 14 of Part III of the Original Form 10-K as set
forth below. Defined terms not otherwise defined herein shall have the
respective meanings ascribed thereto 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 I Directors, Andy Goldfarb and W. Allan Hopkins, expire
at the 2002 Annual Meeting of Stockholders of the Company; the terms of the two
Class II Directors, Ben E. Waide III and Carroll R. Wetzel, Jr., expire in
2003; the term of the Class III Director, John C. Corey, expires in 2004.
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 I Directors, each
of whom is nominated for re-election at the 2002 Annual Meeting of Stockholders
and has indicated a willingness to serve if elected, and the Class II and Class
III Directors are provided below.

Class I Directors

ANDY GOLDFARB. Age 54. Mr. Goldfarb has served as a Director of the
Company since the Emergence Date. From 1985 until March 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,
Mr. Goldfarb served HCC Industries in various operational and financial
positions, including Chief Operating Officer.

W. ALLAN HOPKINS. Age 63. Mr. Hopkins has served as a Director of the
Company since the Emergence Date. From 1998 until August 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. Mr. Hopkins currently serves on the Board of
Directors of Novamerican Steel Inc., a publicly traded company.

Class II Directors

BEN E. WAIDE III. Age 63. 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

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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 59. 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 is
also Vice Chairman of the Board of Directors of Arch Wireless, Inc., a publicly
traded company.

Class III Director

JOHN C. COREY. Age 54. 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    |  |     | 54 |                                      |  | Director, President and Chief Executive Officer     
|Brian P. Menezes |  |     | 49 |                                      |  | Vice President and Chief Financial Officer          
|Stephen B. Duerk |  |     | 60 |                                      |  | Vice President; President, North American
Automotive
|Vick Crowley     |  |     | 35 |                                      |  | 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
acquisition (the JPS Acquisition) of the Air Restraint and Technical Fabrics
Division of JPS Automotive

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##### 



L.P., through SCFTI, 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 for automobiles, 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, no Form 4 or Form 5 report 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 30,
2002 (each person appearing in the table is referred to as a Named
Executive).

Summary Compensation Table

|                   |                          |      |      |      |  |        |                     |         |            |              |           |              |  |  |              |                |  |   |        |        |     
|------------------ | ------------------------ | ---- | ---- | ---- |  | ------ | ------------------- | ------- | ---------- | ------------ | --------- | ------------ |  |  | ------------ | -------------- |  | - | ------ | ------ | ----
|                   |                          |      |      |      |  |        |                     |         |            |              |           |              |  |  | Long Term    |                |  |   |       
|                   |                          |      |      |      |  |        |                     |         |            |              |           |              |  |  | Compensation |                |  |   |       
|                   |                          |      |      |      |  |        |                     |         |            |              |           |              |  |  | Awards       |                |  |   |       
|                   |                          |      |      |      |  |        |                     |         |            |              |           |              |  |  |              |                |  |   |       
|                   |                          |      |      |      |  |        | Annual Compensation |         | Securities |              |           |              | 
|                   |                          |      |      |      |  |        |                     |         | Underlying |              | All Other
|Name and           |                          |      |      |      |  | Salary |                     | Bonus   |            | Options/SARs |           | Compensation
|Principal Position |                          | Year |      | ($)  |  | ($)    |                     | (#) (1) |            | ($)         
|                   |                          |      |      |      |  |        |                     |         |            |             
|John C. Corey      |                          |      | 2002 |      |  | $      | 316,040             |         |            | $            | 231,675   |              |  |  | 173,200      |                |  | $ | 62,013 | (3)   
|                   | President and Chief      |      |      | 2001 |  |        |                     | 306,144 |            |              |           | 318,039      |  |  |              | 0              |  |   |        | 35,788 | (4) 
|                   | Executive Officer (2)    |      |      | 2000 |  |        |                     | 303,776 |            |              |           | 0            |  |  |              | 150,000/40,000 |  |   |        | 70,006 | (5) 
|Brian P. Menezes   |                          |      | 2002 |      |  | $      | 190,924             |         |            | $            | 123,985   |              |  |  | 75,000       |                |  | $ | 33,869 | (7)   
|                   | Vice President and Chief |      |      | 2001 |  |        |                     | 184,962 |            |              |           | 188,903      |  |  |              | 0              |  |   |        | 17,503 | (8) 
|                   | Financial Officer (6)    |      |      | 2000 |  |        |                     | 109,976 |            |              |           | 0            |  |  |              | 50,000         |  |   |        | 17,467 | (9) 
|Stephen B. Duerk   |                          |      | 2002 |      |  | $      | 182,000             |         |            | $            | 80,223    |              |  |  | 71,000       |                |  | $ | 12,495 | (10)  
|                   | Vice President;          |      |      | 2001 |  |        |                     | 177,625 |            |              |           | 63,700       |  |  |              | 0              |  |   |        | 16,069 | (11)
|                   | President North American |      |      | 2000 |  |        |                     | 175,000 |            |              |           | 0            |  |  |              | 15,000/6,000   |  |   |        | 14,396 | (12)
|                   | Automotive Group         |      |      |      |  |        |                     |         |            |              |           |              |  |  |              |                |  |   |        |        |     
|Vick Crowley       |                          |      | 2002 |      |  | $      | 100,471             |         |            | $            | 39,250    |              |  |  | 5,700        |                |  | $ | 5,674  | (14)  
|                   | Treasurer (13)           |      |      | 2001 |  |        |                     | 67,033  |            |              |           | 30,200       |  |  |              | 0              |  |   |        | 3,198  | (15)



---

|(1) |  | Grants reflected for 2002 are options under the Companys 2001 Stock
Option Plan (the Option Plan). Options/stock appreciation rights
indicated for 2000 relate to the Companys pre-Chapter 11 period and were
cancelled pursuant to the Plan of Reorganization.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(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 $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.
|    
|(4)  |  | Amount reflects $11,632 of life insurance premiums (which constitutes a
gross-up amount to offset income tax exposure), a $14,400 automobile
allowance, $683 retro pay, 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.            
|    
|(5)  |  | Amount reflects $45,290 relocation expense, a $14,400 automobile
allowance, $3,461 retro pay, a $5,062 matching contribution under the
Companys 401(k) plan, $660 of long-term disability insurance
premiums, and
$1,133 of group life insurance premiums.                                                                                                                                   
|    
|(6)  |  | Mr. Menezes joined the Company in August 1999.                                                                                                                                                                                                                                                                                                                                                
|    
|(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, $900 retro pay, 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, $418 retro pay, 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 $7,500 relocation expense, $500 elective insurance
premiums, a $2,219 matching contribution under the Companys 401(k) plan,
$326 of long-term disability premiums, a $6,750 automobile allowance, and
$172 of group life insurance premiums.                                                                                                                                 
|    
|(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, $292
retro pay, $659 of group insurance premiums, and $5,242 of supplemental
medical reimbursements.                                                                                                                                                                                                                      
|    
|(12) |  | Amount reflects a $6,000 automobile allowance, $2,796 of club dues, a
$4,625 matching contribution under the Companys 401(k) plan, and $975 of
group insurance premiums.                                                                                                                                                                                                                     
|    
|(13) |  | Mr. Crowley joined the Company in August 2000.                                                                                                                                                                                                                                                                                                                                                
|    
|(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 $385 retro pay, 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 30, 2002
to the Named Executives.

|                 |  |                    |         |                    |  |                  |      |            |  |       |      |                 |  |  |          |                          |  |                            |         |  |  |   |           | 
|---------------- |  | ------------------ | ------- | ------------------ |  | ---------------- | ---- | ---------- |  | ----- | ---- | --------------- |  |  | -------- | ------------------------ |  | -------------------------- | ------- |  |  | - | --------- | 
|                 |  |                    |         |                    |  |                  |      |            |  |       |      |                 |  |  |          |                          |  | Potential Realizable Value
|                 |  |                    |         |                    |  |                  |      |            |  |       |      |                 |  |  |          |                          |  | at Assumed Annual Rate of 
|                 |  | Number of          |         |                    |  |                  |      |            |  |       |      |                 |  |  |          | Stock Price Appreciation
|                 |  | Securities         |         | Percent of Total   |  | Exercise or Base |      |            |  |       |      | for Option Term
|                 |  | Underlying Options |         | Options Granted to |  | Price            |      | Expiration |  |      
|Name             |  | Granted            |         | Employees (1)      |  | Per Share        |      | Date       |  | 5%($) |      | 10%($)         
|                 |  |                    |         |                    |  |                  |      |            |  |       |      |                
|John C. Corey    |  |                    | 110,000 | (2)                |  |                  | 21.6 | %          |  | $     | 8.75 |                 |  |  | 10/31/10 |                          |  | $                          | 564,608 |  |  | $ | 1,410,244 | 
|                 |  |                    | 63,200  | (3)                |  |                  | 12.4 | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 324,393 |  |  |   | 810,249   | 
|Brian P. Menezes |  |                    | 45,000  | (2)                |  |                  | 8.8  | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 230,976 |  |  |   | 576,918   | 
|                 |  |                    | 30,000  | (3)                |  |                  | 5.9  | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 153,984 |  |  |   | 384,612   | 
|Stephen B. Duerk |  |                    | 25,500  | (4)                |  |                  | 5.0  | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 130,886 |  |  |   | 326,920   | 
|                 |  |                    | 45,500  | (3)                |  |                  | 8.9  | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 233,542 |  |  |   | 583,328   | 
|Vick Crowley     |  |                    | 3,400   | (4)                |  |                  | 0.7  | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 17,452  |  |  |   | 43,589    | 
|                 |  |                    | 2,300   | (3)                |  |                  | 0.5  | %          |  |       | 8.75 |                 |  |  | 10/31/10 |                          |  |                            | 11,805  |  |  |   | 29,487    | 



---

|(1) |  | Percentages based upon the total number of options granted to our
employees during the fiscal year ended March 30, 2002.                                                                                                                                                                                                      
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Of the options granted, 2/3 were vested and exercisable as of May 18,
2001, and the remaining 1/3 shall vest and become exercisable on October
31, 2003, subject to accelerated vesting upon a change of control (as
defined).                                                                                                
|   
|(3) |  | Of the options granted, 1/3 were vested and exercisable as of October 31,
2001, 1/3 shall vest and become exercisable on October 31, 2002, and the
remaining 1/3 shall vest and become exercisable on October 31, 2003,
subject to accelerated vesting upon a change of control.                                              
|   
|(4) |  | Of the options granted, 1/3 were vested and exercisable as of May 18,
2001, 1/3 shall vest and become exercisable on October 31, 2002, and the
remaining 1/3 shall vest and become exercisable on October 31, 2003,
subject to accelerated vesting and reduction of exercise price to $.01 per
share 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
30, 2002. No options were in-the-money as of March 30, 2002, based on the last
closing sales price of the Companys Common Stock prior to March 30, 2002, of
$8.51 per share.

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##### 



|                 |  |                        |        |                         |  |                 |        |                   |  |   |   |  |  |   |   | 
|---------------- |  | ---------------------- | ------ | ----------------------- |  | --------------- | ------ | ----------------- |  | - | - |  |  | - | - | 
|                 |  | Number of              |        |                         |  |                 |        |                   |  |  
|                 |  | Securities Underlying  |        | Value of Unexercised   
|                 |  | Unexercised Options at |        | In-the-Money Options at |  |                 |        |                  
|                 |  | March 30, 2002         |        | March 30, 2002         
|                 |  |                        |        |                        
|Name             |  | Exercisable            |        | Unexercisable           |  | Exercisable ($) |        | Unexercisable ($)
|                 |  |                        |        |                         |  |                 |        |                  
|John C. Corey    |  |                        | 94,399 |                         |  |                 | 78,801 |                   |  | $ |  |  |  | $ |  | 
|Brian P. Menezes |  |                        | 40,000 |                         |  |                 | 35,000 |                   |  |   |  |  |  |   |  | 
|Stephen B. Duerk |  |                        | 23,666 |                         |  |                 | 47,334 |                   |  |   |  |  |  |   |  | 
|Vick Crowley     |  |                        | 1,899  |                         |  |                 | 3,801  |                   |  |   |  |  |  |   |  | 

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 the current year), 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), 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
acceleration 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 a termination 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

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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 a termination 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.

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 the current year), 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 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

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##### 



base salary of $182,000 (increased to $187,500 in the current year), 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 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 30, 2002 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.

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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. As of April 3, 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).

Compensation Committee Interlocks and Insider Participation

From the Emergence Date through the fiscal year ended March 30, 2002,
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
|-------- |  | ----------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management

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 25, 2002 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 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 Investment Management, Inc. (and related parties)
(Putnam)
c/o Corporate Actions Dept.
25 Braintree Hill Office Park
Braintree, MA 02184 |  |                      | 1,460,919 |                  |  |  | 29.5 | %
|CSFC Wayland Advisors Inc. (and related parties) (Wayland)
12700 Whitewater Drive
Minnetonka, MN 55343                                          |  |                      | 1,285,191 |                  |  |  | 25.9 | %
|SunAmerica Investments (and related parties) (SunAmerica)
1 Sun America Center
Los Angeles, CA 90067                                            |  |                      | 1,444,972 |                  |  |  | 29.1 | %
|                                                                                                                                                 
|Officers and Directors                                                                                                                            |  |                      |           |                  |  |  |      |  
|John C. Corey (2) (3)                                                                                                                             |  |                      | 95,006    |                  |  |  | 1.9  | %
|Andy Goldfarb (3)                                                                                                                                 |  |                      | 5,000     |                  |  |  | *    |  
|W. Allan Hopkins (3)                                                                                                                              |  |                      | 5,000     |                  |  |  | *    |  
|Ben E. Waide III (3)                                                                                                                              |  |                      | 5,000     |                  |  |  | *    |  
|Carroll R. Wetzel, Jr. (3)                                                                                                                        |  |                      | 6,680     |                  |  |  | *    |  
|Brian P. Menezes (3)                                                                                                                              |  |                      | 40,000    |                  |  |  | *    |  
|Stephen B. Duerk (2) (3)                                                                                                                          |  |                      | 23,681    |                  |  |  | *    |  
|Vick Crowley                                                                                                                                      |  |                      | 1,899     |                  |  |  | *    |  
|                                                                                                                                                 
|All executive officers and directors as a group
(consisting of 8 individuals)                                                                     |  |                      | 182,266   |                  |  |  | 3.5  | %

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|*   |  | 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 492 shares for Mr. Corey and 12 shares for Mr. Duerk underlying
currently exercisable warrants under a Warrant Agreement dated as of
October 11, 2000 between the Company and Continental Stock Transfer and
Trust Company as agent for the holders of warrants issued by the Company
under that Warrant Agreement.
|   
|(3) |  | Includes 94,399 shares for Mr. Corey, 5,000 shares each for Messrs.
Goldfarb, Hopkins and Waide, 6,666 shares for Mr. Wetzel, 40,000 shares
for Mr. Menezes, 23,666 shares for Mr. Duerk, and 1,899 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.

Equity Compensation Plan Information

The Company has one equity compensation plan, the Option Plan, that is a
shareholder approved plan. As of March 30, 2002, 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     |                     |                  | 510,000             | (1)               |                     | $                   | 8.75 |           |  |         | 390,000 | (1)
|              | Equity
compensation plans
not approved by
security holders |                     |                  |                    |                   |                     |                     |     |           |  |         |        |    
|              |                                                            |                     |                  |                     |                   |                     |                     |      |           |  |         |         |    
|Total         |                                                            |                     | 510,000          | (1)                 |                   |                     |                     |      |           |  | 390,000 | (1)    



---

|(1) |  | Subsequent to year-end, the Company granted options for another 190,000
shares (97,300 of which were granted to the Named Executives), at an exercise
price of $6.71 per share, for a total of 700,000 shares subject to outstanding
options and leaving options for another 200,000 shares available for future
grants.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Item 14 is hereby supplemented to include the following Exhibit, which is
filed with this Amendment.

(a)(3) Exhibits:

|      |  |                                                                                                       
|----- |  | ------------------------------------------------------------------------------------------------------
|10.25 |  | Severance Agreement dated July 31, 2000 between Safety
Components International, Inc. and Vick Crowley

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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 29, 2002                        

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