<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             (Mark One) FORM 10-K/A


       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

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

                         Commission file number 1-10938

                                SEMX CORPORATION
                                ----------------
             (Exact Name of Registrant as specified in its charter)


                DELAWARE                                13-3584740
      (State or other jurisdiction of                  (IRS Employer
      incorporation or organization)               Identification Number)

                    1 LABRIOLA COURT, ARMONK, NEW YORK 10504
          (Address of principal executive offices, including zip code)


               Registrant's telephone number, including area code:
                                 (914) 273-5500

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

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

                      Title of Each Class
                 ----------------------------
             Common Stock, $.10 par value - OTC-BB


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes [X]     No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K or any amendment to this Form 10-K: [X]



                                      -1-

<PAGE>


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      The following persons, are currently serving as Directors of the Company.

<TABLE>
<CAPTION>
Name                             Age          Position
----                             ---          --------
<S>                             <C>          <C>
Gilbert D. Raker                 59           Chairman of the Board, President, Chief
                                              Executive Officer, Acting Chief Financial
                                              Officer

John U. Moorhead, II             50           Director

Mark A. Pinto                    46           Director

Douglas S. Holladay, Jr.         56           Director

Kevin S. Penn                    41           Director
</TABLE>

         Gilbert D. Raker, Chairman of the Board, President, Chief Executive
Officer and Acting Chief Financial Officer. From May 1990 until May, 2001 Mr.
Raker served as President and Chief Executive Officer of the Company. In
September 2002 he was reelected President and Chief Executive Officer of the
Company.

         John U. Moorhead, II - a Director of the Company since October 1991.
From September 2002 - present he has been a partner of MillRock Partners, LLC, a
financial advisory firm. From May 2001 - September 2002, Mr. Moorhead was a
Managing Director of CE Unterberg Towbin, an investment banking firm. From
January 1995 to May 2001, Mr. Moorhead was a managing director of V. M. Equity
Partners, an investment banking firm. Since November 1990 Mr. Moorhead has been
President of The Moorhead Group, Inc., an investment banking and consulting
firm. From January 1988 to October 1990, Mr. Moorhead was Director of the New
Business Group of the Investment Banking Division of Lehman Brothers. From
November 1984 to December 1987, Mr. Moorhead was a senior executive at E.F.
Hutton.

         Mark A. Pinto - a Director of the Company since July 1995. He has been
Senior Vice President/Institutional Sales, Corporate Bond Department of RBC/DAIN
since 1990. From 1987 until 1990, Mr. Pinto was Vice President/Fixed Income of
Kidder Peabody & Co. Mr. Pinto has been employed in the securities industry
since 1983.

         Douglas S. Holladay, Jr. - a Director of the Company since July 2000.
Mr. Holladay has held leadership roles in five Columbia Capital portfolio
companies from 1990 to present. He is currently Chairman of Mindshift
Technologies, Inc. a managed services company. From 1999 to the present he is a
venture partner at Columbia Capital Corporation. From 1996 to 1998 he was
President and CEO of Digital Television Services, Inc. (DTS) a consolidator of
DirecTV rural franchise areas. Prior to DTS, he was President and COO of
Sterling Cellular, LLC, a multi-system cellular operator, from 1990 to 1996.
From 1988 through 1989, Mr. Holladay was Group Vice President of CCA Industries,
a manufacturing and leasing company. Prior to CCA Industries he spent twelve
years with Landmark Communications, Inc., a private communications company with
interests in newspapers, broadcasting and cable programming.

         Kevin S. Penn - a Director of the Company since July 2000. Mr. Penn is
a Managing Director of ACI Capital Co., Inc. ("ACI Capital"). Since joining ACI
Capital in 1995, Mr. Penn has had lead responsibility for making investments in
both public and private companies. Prior to joining ACI Capital, Mr. Penn was
Executive Vice President and Chief Investment Officer for First Spring
Corporation, from 1991 to 1995, where he was responsible for the private equity,
direct investment



                                      -2-
<PAGE>


and public investment portfolios. Prior to his association with First Spring
Corporation, Mr. Penn was a Principal with the investment firm Adler & Shaykin
and was a founding member of the Morgan Stanley & Co. Leveraged Investment
Group. Mr. Penn currently serves as a Director of J. Silver Clothing Inc.,
Accent Energy, LLC, Jenny Craig Holdings, Inc. and Highland Financial Holdings,
LLC.

         Frank J. Polese resigned as a director in October 2002.

         Andrew Lozyniak resigned as a director in July 2002.

CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS

         The Company held 15 meetings of the Board of Directors during the
fiscal year ended December 31, 2002 ("Fiscal 2002") and conducted other business
by unanimous written consent. All of the directors attended at least 75% of the
Board of Directors meeting.

         The Company has a standing audit committee of the Board of Directors,
comprised of Messrs. Pinto, Moorhead and Holladay, with Mr. Pinto as the
Chairman. During Fiscal 2002, the Audit Committee met 4 times.

         The Company has a standing personnel and compensation committee of the
Board of Directors (the "Personnel and Compensation Committee"), which is
comprised of Messrs. Moorhead, Penn and Raker, with Mr. Moorhead as the
Chairman. During Fiscal 2002, the Personnel and Compensation Committee met 2
times.

         The Board of Directors does not have a standing nominating committee.

EXECUTIVE OFFICERS

         The Executive Officers of the Company are as follows:

<TABLE>
<CAPTION>
Name                      Age         Position
----                      ---         --------
<S>                      <C>         <C>
Gilbert D. Raker          59          Chairman of the Board, President, Chief
                                      Executive Officer, Acting Chief Financial
                                      Officer
</TABLE>

         Frank J. Polese served as President and Chief Executive Officer of the
Polese Company from May 1993 until its sale to a third party on January 15,
2003. Mr. Polese was also President and Chief Executive Officer of the Company
from May 2001 to September 2002.

         Richard J. Brown served as President of the Wafer Reclaim Services
Group and the American Silicon Products, Inc. subsidiary ("ASP") until February
28, 2002, when the Company sold the assets of its ASP subsidiary to a third
party.


SECTION 16(A)     BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and Directors, and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission") and the NASDAQ. Officers,
Directors and greater-than-10% stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
file.



                                      -3-
<PAGE>


         Based solely on a review of the copies of such forms furnished to the
Company, the Company believes that during Fiscal 2002, all Section 16(a) filing
requirements applicable to its officers, Directors and greater-than-10%
beneficial owners were complied within a timely fashion.

ITEM 11. EXECUTIVE COMPENSATION

         The following table summarizes the compensation paid to, or earned by,
the Company's Chief Executive Officer and each of the two other most highly
compensated executive officers, (the "Named Executive Officers"), for the
Company's last three fiscal years.

         (A) SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                          Annual Compensation                                                       Awards
                                                                                                Securities
                                                                                                Underlying          All Other(1)
              Name and                      Fiscal                                             Options/SAR's        Compensation
         Principal Position                  Year        Salary ($)        Bonus ($)*               (#)                  ($)
<S>                                         <C>          <C>               <C>                   <C>                 <C>
Gilbert D. Raker                             2002         $278,488          $      -                   -              $ 49,500(3)
Chairman, President and Chief                2001         $310,100          $ 40,000                   -              $      -
Executive Officer (2)                        2000         $312,000          $135,000              15,000              $      -

Frank J. Polese, President of                2002         $228,462          $      -                   -              $ 79,619(3)
Polese Company (4)                           2001         $220,193          $      -                   -              $      -
                                             2000         $217,999          $      -              15,000              $249,000(5)

Richard J. Brown, President of the           2002         $ 27,037          $      -                   -              $162,000(7)
Company's Wafer Reclaim Services             2001         $155,861          $ 30,000                   -              $      -
Group and ASP (6)                            2000         $168,173          $ 11,250               7,000              $      -
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The bonuses shown had been accrued in the prior year and were paid to the
  executive in the year noted in the table.

1.  The aggregate amount of such compensation is the lesser of either $50,000 or
    10% of such person's total annual salary and bonus.

2.  Mr. Raker resumed the Presidency and Chief Executive Officer positions of
    the Company in September 2002.

3.  Represents deferred compensation from 2001.

4.  Frank J. Polese served as President and Chief Executive Officer of the
    Polese Company from May 1993 until its sale to a third party on January 15,
    2003. Mr. Polese was also President and Chief Executive Officer of the
    Company from May 2001 to September 2002.

5.  Represents payments under an agreement relating to pretax profits in
    connection with sales of copper-tungsten products (the "Copper - Tungsten
    Agreement"). See Item 13 - Certain Transactions and Related Transactions.

6.  Richard J. Brown served as President of the Wafer Reclaim Services Group and
    the ASP subsidiary until February 28, 2002, when the Company sold the assets
    of its ASP subsidiary to a third party.

7.  Represents payments in consideration of signing non-competition and
    consulting agreements upon the sale of the ASP subsidiary and in
    satisfaction of all salary and benefits which Mr. Brown was entitled to
    under his employment agreement with the Company.



                                      -4-
<PAGE>


(B)      OPTION/SAR GRANTS IN LAST FISCAL YEAR - None Granted.

(C)      AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
         OPTION/SAR VALUES

         The following table sets forth (a) the number of shares received and
the aggregate dollar value realized in connection with each exercise of
outstanding stock options during the 2002 fiscal year by the Chief Executive
Officer and each of the Named Executive Officers, (b) the total number of all
outstanding, unexercised options (separately identifying exercisable and
unexercisable options) held by such executive officers as of the end of Fiscal
2002, and (c) the aggregate dollar value of all such unexercised options that
are in-the-money (i.e., options as to which the fair market value of the
underlying Common Stock that is subject to the option exceeds the exercise price
of the option), as of the end of Fiscal 2002:

<TABLE>
<CAPTION>
                                                                       Number of Unexercised       Value of Unexercised In
                                  Shares                              Options/SARs at Fiscal        the Money Options/SARs
                                Acquired on                                Year-End (#)            at Fiscal Year- End (#)
                                 Exercise             Value                Exercisable/                  Exercisable/
          Name                      (#)            Realized ($)            Unexercisable              Unexercisable (1)
--------------------------    --------------     ---------------    --------------------------    -------------------------
<S>                              <C>                <C>                  <C>                          <C>
Gilbert D. Raker                     --              $    --              101,400 / 7,500              $ -        / $ -

Frank J. Polese                      --              $    --               91,250 / 7,500              $ -        / $ -

Richard J. Brown (2)              2,500              $ 4,063                   - / -                   $ -        / $ -
</TABLE>

1.  Based on the fair market value of SEMX's common stock at fiscal year end of
    $0.16 per share, less the exercise price payable for such shares subject to
    the options.

2.  Richard J. Brown served as President of the Wafer Reclaim Services Group and
    the ASP subsidiary until February 28, 2002, when the Company sold the assets
    of its ASP subsidiary.

COMPENSATION OF DIRECTORS

         The independent Directors of the Company are each compensated $6,000
per fiscal year and $500 per meeting for serving on the Board of Directors. The
Chairman of each committee of the Board receives $1,000 for their service.
Members of each committee receive $500 per meeting attended.

         Pursuant to the Company's Non-Qualified Incentive Stock Option Plan
(the "Non-Qualified Plan"), non-employee Directors receive options to purchase
5,000 shares of Common Stock as of the date of the Annual Meeting. The options
will be exercisable at a price equal to 100% of the fair market value of the
common stock on the date of grant.

EMPLOYMENT AGREEMENTS

         As of August 1, 1999, the Company entered into a three year employment
agreement with Gilbert Raker (the "Agreement"). Mr. Raker's employment continues
on a year-to-year basis after the expiration of the initial term of the
Agreement. Pursuant to the Agreement, Mr. Raker will receive an initial annual
salary of $312,000 (the "Base Salary"),



                                      -5-

<PAGE>


which effective August 1, 2000 and August 1, 2001 respectively, shall be
increased by the percentage increase of the Consumer Price Index ("CPI") or
$12,000 per annum, whichever is greater. Since January 1, 2002, Mr. Raker has
been drawing only 80% of the contractual amount of his salary. Mr. Raker shall
receive annual bonuses as may be determined by the Compensation Committee. The
Company will reimburse Mr. Raker for certain expenses incurred.

         In the event of a change of control (as defined), the Company will pay
Mr. Raker (i) his full Base Salary through the date of termination, (ii) any
bonus due to him, (iii) an amount equal to the highest of the annual incentive
award earned by him under any Incentive Plans in the five calendar years ended
as of December 31st, immediately preceding the date of termination, and (iv) in
lieu of further salary payments, the Company shall pay, as severance, a lump sum
equal to Mr. Raker's Base Salary for a period of three years. In the event that
his employment is terminated by disability (as defined), the agreement provides
for payment to Mr. Raker of his Base Salary for a period of two and one-half (2
1/2) years following the date of termination. In the event of his death, in
addition to life insurance benefits payable to his estate, the Company shall pay
his estate a lump sum representing his Base Salary and pro-rated bonus for a
period of two years following the date of his death. Mr. Raker has agreed not to
engage in a business that is competitive with the Company during the term of the
agreement and for a period of one year thereafter.

         In connection with his employment agreement Mr. Raker also entered into
an Intellectual Property Protection Agreement, pursuant to which he agreed that
all inventions and works of authorship which he makes, during his employment by
the Company and for one year after the termination of his employment, which
relate to the business of the Company or are related to actual or anticipated
research and development, will be the sole and exclusive property of the
Company. The Intellectual Property Protection Agreement also restricts Mr. Raker
from using Company trade secrets indefinitely after termination of his
employment and restricts his use of confidential information for a period of
five (5) years following his termination of employment with the Company.

         As of August 1, 1999, the Company and Polese Company entered into a
five-year employment agreement with Frank Polese (the "Agreement"). This
Agreement has been fully described in previous filings with the Securities and
Exchange Commission. At the time of the sale of the stock of the Polese Company
on January 15, 2003, Mr. Polese signed a settlement agreement in satisfaction of
all salary and benefits which he was entitled to under his employment agreement
with the Company, and all present and future benefits under the Copper-Tungsten
Agreement, and received $75,000 in cash and three pieces of equipment (net book
value of approximately $46,000 as of December 31, 2002).

         At the time of the sale of the assets of ASP by the Company, Richard
Brown entered into non-competition and consulting agreements. He received
$162,000 in consideration of the aforementioned agreements and in satisfaction
of all salary and benefits which he was entitled to under his employment
agreement with the Company.





EMPLOYEE STOCK OPTION PLAN

         SEMX Corporation Amended Employees' Incentive Stock Option Plan (the
"Plan") provided for shares of the Company's Common Stock to be reserved for
issuance upon exercise of options designated as "incentive stock options" within
the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.

         The Plan was administered by the Board of Directors which determined
among other things, the persons to be granted options under the Plan, the number
of shares subject to each option and the option price. The exercise price of any
stock option granted under the Plan may not be less than the fair market value
of the shares subject to the option on the date of grant, provided that the
exercise price of any incentive option granted



                                      -6-
<PAGE>


to an optionee owning more than 10% of the outstanding Common Stock may not be
less than 110% of the fair market value of the shares underlying such option on
the date of grant and the aggregate fair market value of stock with respect to
which incentive options are exercisable for the first time by an optionee during
any calendar year shall not exceed $100,000. The term of each option and the
manner in which it may be exercised is determined by the Board of Directors
provided that any option granted to an optionee owning more than 10% of the
Common Stock shall have a term of no more than five years. Incentive Options may
be granted only to employees and no option granted to an employee may be
exercised unless the optionee is an employee of the Company and has been in such
position for at least one year after the date of grant. Options are not
transferable, except upon death of the optionee. After giving effect to the
exchange and repricing of certain options in fiscal 1998, 890,767 options (as
adjusted) had been granted and are exercisable under the Plan.

         The Amended Employees' Incentive Stock Option Plan expired on December
20, 2001. The Board, upon the recommendation of its Personnel and Compensation
Committee, adopted a new Employees' Incentive Stock Option Plan, reserving
300,000 shares of common stock for grants under the Plan. The new Incentive Plan
was approved by the shareholders at the Company's Annual Meeting of
Shareholders, which was held on February 4, 2003.

NON-QUALIFIED STOCK OPTION PLAN

         The Company's Non-Qualified Incentive Stock Option Plan (the
"Non-Qualified Plan") provides for the grant of non-qualified stock options,
which are not intended to qualify under Section 422A(b) of the Internal Revenue
Code of 1986, as amended, to purchase an aggregate of 300,000 shares. The
Non-Qualified Plan provides that non-qualified stock options ("NQSOs" or
"Options") may be granted to employees, non-employees, Directors and consultants
to the Company and its subsidiaries, all of whom are eligible to participate in
the Non-Qualified Plan (the "Participants"). The Plan, as amended, provided that
all non-employee Directors will receive options to purchase 2,500 shares of
Common Stock as of the date of the Annual Meeting, commencing with the Annual
Meeting of 1997. The options are exercisable at a price equal to 100% of the
fair market value of the common stock on the date of grant. The Non-Qualified
Plan is administered by the Board of Directors or if established by the Board,
the stock option committee (the "Committee"), consisting of two disinterested
members appointed by the Board of Directors. The terms of the options granted
under the Non-Qualified Plan are to be determined by the Board or the Committee,
if established by the Board. An option must be granted within ten years from the
date that the Non-Qualified Plan was adopted. Options will be exercisable in
whole or part at any time during the ten-year period, but will not have an
expiration date later than ten years from the date of grant. Options are
non-transferable, except upon death of the optionee. To date, after giving
effect to the exchange and repricing of certain options in fiscal 1998, 256,500
options have been granted under the Non-Qualified Plan.

         The Board, upon the recommendation of its Personnel and Compensation
Committee, adopted a new Non-Qualified Plan which provides that all non-employee
directors will receive options to purchase 5,000 shares of Common Stock on the
date of the Annual Meeting and reserved 300,000 shares of common stock for
grants under the Plan. The new non-Qualified Plan was approved by the
shareholders at the Company's Annual Meeting of Shareholders, which was held on
February 4, 2003.


STOCK OPTIONS OUTSIDE OF A PLAN

         After giving effect to the exchange and repricing of certain options in
fiscal 1998, the Company has issued options for 123,750 shares outside of its
option plans to certain Directors of the Company, consultants and employees.

REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE

         The Report of the Personnel and Compensation Committee and the
Performance Graph herein shall not be incorporated by reference into any filing
notwithstanding anything to the contrary set forth in any of the Company's
previous


                                      -7-

<PAGE>


filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934 that might incorporate future filings in whole or in part.

         The Personnel and Compensation Committee of the Board of Directors (the
"Committee") is composed of John U. Moorhead II, Kevin S. Penn and Gilbert D.
Raker. The Committee is responsible for establishing and administering the
Company's employee compensation plans, subject to the approval of the Board of
Directors. Mr. Raker does not participate in decisions concerning his personal
compensation. The Committee applies a philosophy based on the premise that the
achievements and successes of the Company result from the coordinated efforts of
all individuals working toward common objectives.

COMPENSATION PHILOSOPHY

         The goals of the Company's compensation program are to align
compensation with business performance and to enable the Company to attract and
retain competent executives who contribute to the success and profitability of
the Company.

         The Committee is committed to providing compensation that helps attract
and retain highly competent executive officers. Executive Officers are rewarded
based upon corporate performance and profitability through the payment of
bonuses and the grant to them of stock options. The Company believes stock
ownership by management fosters an interest in the enhancement of stockholder
value and thus aligns management's interest with that of the stockholders.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

         Gilbert D. Raker became President and Chief Executive Officer in May,
1990. He has played and continues to play a pivotal role in the movement of the
Company into new areas of business. In August 1999, the Company entered into a
three year employment agreement with Mr. Raker (see "Employment Agreements").
Mr. Raker is entitled to a base salary of $336,000 but receives only 80% thereof
at this time. Future increases in his salary will be at the discretion of the
Board. In addition, the Compensation Committee, in its discretion may pay Mr.
Raker a bonus.

         Mr. Raker received no bonus for fiscal year 2002.

         Mr. Raker participates in the Company's Stock Option Plans.

COMPENSATION VEHICLES

         The Company uses a total compensation program that consists of cash and
equity based compensation.



CASH BASED COMPENSATION

         Salary and Bonuses

         Individual salary determinations of the Company's executive officers
are based on experience, duties and functions, performance and comparison to
peers, both inside and outside of the Company.

         The Board of Directors in its discretion, may award bonuses to
executive officers in recognition of their performance and their contributions
to the success of the Company.



                                      -8-

<PAGE>


         401-K Plan

         The Company has a 401-K Plan and matches up to 2% of the total
compensation of participants in the Plan up to a maximum allowed by law.

EQUITY BASED COMPENSATION

         The Company has utilized its Amended Employees' Incentive Stock Option
Plan and continues to utilize its Non-Qualified Stock Option Plan (the "Plans"),
to provide executive officers, among others, involved in the Company's
development, an opportunity to acquire or increase their proprietary interest in
the financial successes and progress of the Company by means of grants of
options to purchase Company Common Stock. The Plans utilize vesting periods,
which are determined by the Board which administers the Plans, to encourage
executive officers to continue in the employ of the Company.

THE PERSONNEL AND COMPENSATION COMMITTEE:

                        John U. Moorhead, II, Chairman
                        Kevin S. Penn
                        Gilbert D. Raker



REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

         The Company's Audit Committee consists of three members of the Board of
Directors, all of whom are "independent directors" as defined by Rule
4200(a)(15) of the National Association of Securities Dealers' listing
application. All members of the Audit Committee are financially literate and
Mark Pinto, the Chairman of the Audit Committee, has extensive financial
management experience.

         The Board adopted a written charter for the Audit Committee on May 26,
2000.

         The primary purpose of the Audit Committee is to assist the Board in
fulfilling its oversight responsibilities by reviewing (i) the financial
information which is provided to the shareholders, government and regulatory
bodies and others, (ii) the system of financial internal controls which
management and the Board have adopted and (iii) the audit process.

         The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2002 with management.
Furthermore, the Audit Committee has discussed with the Company's independent
auditors, Goldstein Golub Kessler LLP, the matters required to be discussed by
SAS 61. The Audit Committee has received the written disclosures and letter from
Goldstein Golub Kessler LLP required by Independence Standards Board Standard
No. 1 and has discussed with Goldstein Golub Kessler LLP such firm's
independence. Based upon these reviews and discussions, the Audit Committee
recommended that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the last
fiscal year for filing such annual report with the U.S. Securities and Exchange
Commission.

THE AUDIT COMMITTEE

                      Mark A. Pinto, Chairman
                      John U. Moorhead, II
                      Douglas S. Holladay

         Goldstein Golub Kessler LLP (GGK) has a continuing relationship with
American Express Tax and Business Services Inc. (TBS) from which it leases
auditing staff who are full time, permanent employees of TBS and through which
its partners provide non-audit services. As a result of this arrangement, GGK
has no full time employees and therefore,



                                      -9-
<PAGE>


none of the audit services performed were provided by permanent full-time
employees of GGK. GGK manages and supervises the audit and audit staff, and is
exclusively responsible for the opinion rendered in connection with its
examination.

         Other services, which do not include Financial Information System
Design and Implementation fees, have been provided by TBS.

AUDIT FEES

         The aggregate fees billed by GGK for professional services rendered for
the audit of the Company's financial statements for the fiscal year ended
December 31, 2002 and for the reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-Q for that fiscal year as well as
related audit committee meetings, management memorandum and out of pocket
expenses and administrative charges amounts to approximately $292,000.

All Other Fees

         The aggregate fees billed by GGK, which do not include Financial
Information System Design and Implementation fees, for services rendered to the
Company during 2002 other than the services described above under "Audit Fees"
amounted to approximately $ 87,000.

         The Audit Committee did consider the compatibility of the non-audit
services furnished by the Auditors to the Company to the Auditor's continued
independence.

PERFORMANCE GRAPH

         Set forth below is a Performance Graph that shows the cumulative total
return on the Company's Common Stock compared with the cumulative total return
of the Standard & Poors Small Cap 600 and a peer group index for the period of
the Company's last five fiscal years (December 1997 = 100):

         Because the Company is involved in a variety of microelectronic and
semiconductor businesses, no published peer group accurately mirrors the
Company's business or weighs those businesses to match their relative
contributions to the Company's overall performance. Accordingly, the Company had
created a special peer group index that includes companies in the principal
lines of business which the Company does business. The common stocks of the
following companies have been included in the peer group index: Alpha
Technologies Group, Inc., ATMI, Inc., Brush Engineered Materials, CTS Corp.,
Kulicke & Soffa Industries, Inc., Park Electrochemical Corp. and Sheldahl, Inc.



                                             TOTAL SHAREHOLDER RETURNS

<TABLE>
<CAPTION>

COMPANY NAME/INDEX                    DEC 97         DEC 98        DEC 99        DEC 00        DEC 01        DEC 02
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>          <C>           <C>           <C>           <C>
SEMX CORP                              100            38.02         98.35         59.51         28.17          2.12
S&P SMALLCAP 600 INDEX                 100            98.69        110.94        124.03        132.13        112.80
PEER GROUP                             100            99.56        198.42        127.72        112.84         61.89
</TABLE>

A $100 investment in SEMX Corporation Common Stock in December, 1997 would be
equal to $2.12 in December, 2002. The Board of Directors recognize that the
market price of stock is influenced by many factors, only one of which is
company



                                      -10-

<PAGE>


performance. The stock price performance shown on the Performance Graph is not
necessarily indicative of future price performance.


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


                                VOTING SECURITIES

         As of April 28, 2003, the Company had 6,330,703 shares of Common Stock
outstanding (which figure excludes 337,800 treasury shares not entitled to
vote). The Company also has 100,000 shares of Series B Preferred Stock, $.10 par
value, issued and outstanding.

         The following table sets forth, as of April 28, 2003, certain
information concerning those persons known to the Company to be the beneficial
owners (as such term is defined in Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act") of more than five (5%) percent of the outstanding
shares of Common Stock of the Company and the number of shares of Common Stock
of the Company owned by all Directors and nominees of the Company, individually,
the Chief Executive Officer of the Company, each of the Named Executive
Officers, and by all Directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>

Name and Address of Beneficial Owner and              Amount and Nature of
Identity of Group (1)(2)                              Beneficial Ownership            Percent of Class
----------------------------------------              --------------------            ----------------
<S>                                                         <C>                            <C>
Douglas S. Holladay, Jr. (3)                                   7,500                        *
John U. Moorhead, II (4)                                     112,600                        1.77%
Kevin S. Penn (5)                                              7,500                        *
Mark A. Pinto (6)                                             89,000                        1.40%
Gilbert D. Raker (7)                                         705,825                       10.97%
All executive officers and Directors as a group
(5 persons)(8)                                               922,425                       14.38%
Frank J. Polese (9)                                          426,421                        6.74%
Dimensional Fund Advisors Inc. (10)(11)                      452,650                        7.15%
</TABLE>

                         *Less than 1% of outstanding shares of Common Stock.

1.  Unless otherwise noted, the Company believes that all persons named in the
    table have sole investment power with respect to all shares of Common Stock
    beneficially owned by them. A person is deemed to be the beneficial owner of
    securities that can be acquired by such person within 60 days from the date
    hereof upon the exercise of warrants or options. Each beneficial owner's
    percentage ownership is determined by assuming that options or warrants that
    are held by such person (but not those held by any other person) and which
    are exercisable within 60 days from the date hereof have been exercised.

2.  The address of all of the persons is c/o SEMX Corporation, One Labriola
    Court, Armonk, New York 10504.

3.  Includes underlying options to purchase 7,500 shares of Common Stock.

4.  Includes 3,600 shares of Common Stock owned by his spouse, as to which Mr.
    Moorhead disclaims beneficial ownership and underlying options to purchase
    47,500 shares of Common Stock.

5.  Includes underlying options to purchase 7,500 shares of Common Stock.



                                      -11-
<PAGE>


6.  Includes 29,500 shares of Common Stock owned by Mr. Pinto's father, as to
    which Mr. Pinto disclaims beneficial ownership, and includes an underlying
    option to purchase 20,000 shares of Common Stock but excludes any shares
    owned by Sutro & Company, Mr. Pinto's employer.

7.  Includes underlying options to purchase 101,400 shares of Common Stock.

8.  Includes an aggregate of 183,900 shares of Common Stock issuable upon
    exercise of options described in notes (3), (4), (5), (6), and (7).

9.  The address of Frank Polese is Polese Company, Inc., 10121 Carroll Canyon
    Road, San Diego, California 92131.

10. The address of Dimensional Fund Advisors, Inc. ("Dimensional") is 1299 Ocean
    Avenue, 11th Floor, Santa Monica, California 90401.

11. The number of shares is based upon a Schedule 13-G filed by Dimensional on
    February 3, 2003 as of December 31, 2002. All shares reported are owned by
    investment companies and other investment vehicles managed by Dimensional,
    as to which Dimensional disclaims beneficial ownership therein.


PREFERRED STOCK

         The following table sets forth as of April 28, 2003 the stock ownership
of the Company's Series B Preferred Stock:

                ACI Capital America Fund LP         1,215,000 (1)(2)(3)
                ("ACI Capital Fund")
                60 East 55th Street
                New York, New York 10022

                Exeter Venture Lenders L.P.         135,000 (2)(4)
                10 East 53rd Street
                New York, New York 10022

(1) ACI Capital Fund pursuant to the Series B Preferred Stock Certificate of
    Designation, Number, Powers, Preferences and Relative Participation,
    Optional and Other Rights of Series B ("Certificate of Designation") has the
    right to elect two directors to the Company's Board of Directors.

(2) Each holder of Series B Preferred Stock is entitled to vote the number of
    votes equal to the number of shares of common stock which the preferred
    shares would theoretically be converted into on the record date, on the
    basis of a $10 valuation, for each preferred share, subject to adjustment.

(3) Includes 1,125,000 warrants to purchase Company's Common Stock, which
    options are presently exercisable.

(4) Include 125,000 warrants to purchase Company's Common Stock, which options
    are presently exercisable.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In connection with the acquisition of all of the issued and outstanding
shares of Common Stock of the Polese Company in 1993, for a ten-year period
commencing on January 1, 1994, Mr. Polese has the right to receive ten (10%)
percent of (i) the pre-tax profits from the copper tungsten product line after
allocating operating costs and (ii) the proceeds of the sale, if any, by the
Company of the copper/tungsten heat dissipation technology. During fiscal 2002,
the Company did



                                      -12-

<PAGE>


not pay or accrue any money to Mr. Polese pursuant to the aforementioned
agreement. As previously discussed in Item 11 - Employment Agreements, upon the
sale of the Polese Company in January 2003, all present and future claims under
the Copper-Tungsten Agreement were settled by the Company and Mr. Polese.

         The Company believes that transactions between the Company, its
officers, Directors, principal stockholders, its subsidiaries or its or their
affiliates have been, and in the future will be, on terms no less favorable to
the Company than could be obtained from unaffiliated third- parties. Future
transactions with affiliates will be approved by a majority of the disinterested
members of the Board of Directors.


















                                      -13-
<PAGE>


                                   SIGNATURES

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

                                SEMX CORPORATION

         Date: April 30, 2003        /s/ Gilbert D. Raker
                                     --------------------
                                      Gilbert D. Raker
                                      Chairman of the Board of Directors,
                                      President, Chief Executive Officer and
                                      Acting Chief Financial Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and as of the date indicated.

<TABLE>
<CAPTION>
         Signature                             Title                                                Date
         ---------                             -----                                                ----
        <S>                                   <C>                                                  <C>
         /s/ Gilbert Raker                     Chairman of the Board, President, Chief
         -----------------                     Executive Officer and Acting Chief                   April 30, 2003
         Gilbert D. Raker                      Financial Officer

         /s/ John U. Moorhead, II              Director                                             April 30, 2003
         ------------------------
         John U. Moorhead, II

         /s/ Kevin S. Penn                     Director                                             April 30, 2003
         -----------------
         Kevin S. Penn

         /s/ Mark A. Pinto                     Director                                             April 30, 2003
         -----------------
         Mark A. Pinto

         /s/ Douglas S. Holladay, Jr.          Director                                             April 30, 2003
         ----------------------------
         Douglas S. Holladay, Jr.
</TABLE>















                                      -14-

<PAGE>


CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gilbert D. Raker certify that:

     1.  I have reviewed this annual report on Form 10-K/A of SEMX Corporation;

     2.  Based on my knowledge, this annual report does not contain any untrue
         statements 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.  I am 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 me 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 my conclusions about the
              effectiveness of the disclosure controls and procedures based on
              my evaluation as of the Evaluation Date;

     5.  I have disclosed, based on my 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 of 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 involved management or
              other employees who have a significant role in the registrant's
              internal controls; and

     6.  I have indicated in this annual report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Date: April 30, 2003


                               By:  /s/ Gilbert D. Raker
                               -----------------------------------
                                     Gilbert D. Raker,
                                 Chairman, President, Chief Executive Officer
                                 and Acting Chief Financial Officer




                                      -15-
<PAGE>


    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned,
being the Chief Executive Officer and the Acting Chief Financial Officer of SEMX
Corporation (the "Issuer"), hereby certifies that:

     1.  The 10-K/A Report of the Issuer for the year ended December 31, 2002
         ("10-K/A Report") fully complies with the requirements of Section 10(a)
         of the Securities Exchange Act of 1934, and that

     2.  The 10-K/A Report fairly represents, in all material respects, the
         financial condition and results of operations of the Issuer.


Date:  April 30, 2003


                                SEMX Corporation


                                By:   /s/ Gilbert D. Raker
                                  -------------------------------------
                                        Gilbert D. Raker,
                                    Chairman, President, Chief Executive Officer
                                    and Acting Chief Financial Officer










                                      -16-