##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended August 2, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 1-5911(Commission File Number)
 SPARTECH CORPORATION
 (Exact name of Registrant as specified in its charter)
 
 Delaware
    
    43-0761773(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 120 S. Central Avenue, Suite 1700
Clayton, Missouri 63105  (Address of principal executive offices) (Zip Code)
 (314) 721-4242  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



SPARTECH CORPORATION
FORM 10-Q FOR THE QUARTER ENDED AUGUST 2, 2008
TABLE OF CONTENTS
 PART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Condensed Balance Sheets  As of:
August 2, 2008 and November 3, 2007
    
    
    1Consolidated Condensed Statements of Operations  For the
three and nine months ended August 2, 2008 and August 4, 2007
    
    
    2Consolidated Condensed Statements of Cash Flows  For the
nine months ended August 2, 2008 and August 4, 2007
    
    
    3Notes To Consolidated Condensed Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    17PART II
    
    OTHER INFORMATIONItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    
    18Item 5.
    
    Other Information
    
    
    18Item 6.
    
    Exhibits
    
    
    19Signatures
    
    
    20Certifications
    
    
    21Executive Severance and Noncompetition PolicySeparation Agreement and ReleaseThird Amendment to the Fourth Amended and Restated Credit Agreement2006 Note Purchase AgreementAmended and Restated 2006 Note Purchase Agreement2004 Note Purchase AgreementAmended and Restated 2004 Note Purchase AgreementTerm Loan AgreementThird Amendment to Term Loan AgreementIntercreditor and Collateral Agency AgreementSecurity AgreementSection 302 Certification of CEOSection 302 Certification of CFOSection 1350 Certification of CEOSection 1350 Certification of CFO




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 SPARTECH CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED CONDENSED BALANCE SHEETS
  August 2, 2008
    
    
    November 3,(Unaudited)
    
    
    2007AssetsCurrent assetsCash and cash equivalents
    
    $
    2,520
    
    
    $
    3,409Trade receivables, net of allowances of $2,593 and $1,572, respectively
    
    
    191,818
    
    
    
    212,221Inventories
    
    
    125,393
    
    
    
    116,076Prepaid expenses and other current assets
    
    
    23,037
    
    
    
    20,570Total current assets
    
    
    342,768
    
    
    
    352,276Property, plant and equipment, net of accumulated depreciation of
$306,212, and $280,802, respectively
    
    
    303,873
    
    
    
    324,025Goodwill
    
    
    384,003
    
    
    
    383,988Other intangible assets, net of accumulated amortization of
$15,835 and $13,956, respectively
    
    
    41,551
    
    
    
    45,151Other assets
    
    
    4,282
    
    
    
    5,431Total assets
    
    $
    1,076,477
    
    
    $
    1,110,871Liabilities and Shareholders EquityCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    1,370
    
    
    $
    448Accounts payable
    
    
    165,770
    
    
    
    167,713Accrued liabilities
    
    
    42,692
    
    
    
    49,319Total current liabilities
    
    
    209,832
    
    
    
    217,480Long-term debt, less current maturities
    
    
    317,285
    
    
    
    333,835Other long-term liabilitiesDeferred taxes
    
    
    112,479
    
    
    
    111,997Other long-term liabilities
    
    
    7,408
    
    
    
    8,279Total long-term liabilities
    
    
    437,172
    
    
    
    454,111Shareholders equityPreferred stock (authorized: 4,000,000, par value $1.00)
Issued: None
    
    
    
    
    
    
    Common stock (authorized: 55,000,000, par value $0.75)
Issued: 33,131,846;
Outstanding: 30,566,360 and 30,564,946, respectively
    
    
    24,849
    
    
    
    24,849Contributed capital
    
    
    201,848
    
    
    
    200,485Retained earnings
    
    
    252,505
    
    
    
    257,111Treasury stock, at cost, 2,565,486 shares and 2,566,900, respectively
    
    
    (56,389
    )
    
    
    (52,531
    )Accumulated other comprehensive income
    
    
    6,660
    
    
    
    9,366Total shareholders equity
    
    
    429,473
    
    
    
    439,280Total liabilities and shareholders equity
    
    $
    1,076,477
    
    
    $
    1,110,871
 See accompanying notes to consolidated condensed financial statements.
 1




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##### Table of Contents



SPARTECH CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
  Three Months Ended
    
    
    Nine Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    350,345
    
    
    $
    361,123
    
    
    $
    1,052,798
    
    
    $
    1,085,745Cost and expensesCost of sales
    
    
    315,679
    
    
    
    320,152
    
    
    
    958,816
    
    
    
    954,922Selling, general and administrative expenses
    
    
    21,818
    
    
    
    21,232
    
    
    
    67,328
    
    
    
    61,441Amortization of intangibles
    
    
    1,249
    
    
    
    1,063
    
    
    
    3,890
    
    
    
    3,335Restructuring and exit costs
    
    
    857
    
    
    
    237
    
    
    
    1,698
    
    
    
    627339,603
    
    
    
    342,684
    
    
    
    1,031,732
    
    
    
    1,020,325Operating earnings
    
    
    10,742
    
    
    
    18,439
    
    
    
    21,066
    
    
    
    65,420Interest, net of interest income of $121,
$152, $334 and $382, respectively
    
    
    5,281
    
    
    
    4,065
    
    
    
    15,505
    
    
    
    13,119Earnings before income taxes
    
    
    5,461
    
    
    
    14,374
    
    
    
    5,561
    
    
    
    52,301Income tax expense
    
    
    1,051
    
    
    
    5,568
    
    
    
    276
    
    
    
    19,720Net earnings
    
    $
    4,410
    
    
    $
    8,806
    
    
    $
    5,285
    
    
    $
    32,581Net earnings per common shareBasic
    
    $
    .15
    
    
    $
    .27
    
    
    $
    .17
    
    
    $
    1.02Diluted
    
    $
    .15
    
    
    $
    .27
    
    
    $
    .17
    
    
    $
    1.01Dividends declared per common share
    
    $
    .050
    
    
    $
    .135
    
    
    $
    .320
    
    
    $
    .405
 See accompanying notes to consolidated condensed financial statements.
 2




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SPARTECH CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
  Nine Months EndedAugust 2,
    
    
    August 4,2008
    
    
    2007Cash flows from operating activitiesNet earnings
    
    $
    5,285
    
    
    $
    32,581Adjustments to reconcile net earnings to net cash
provided by (used for) operating activities:Depreciation and amortization expense
    
    
    35,496
    
    
    
    31,787Stock-based compensation expense
    
    
    2,469
    
    
    
    2,272Other, net
    
    
    1,464
    
    
    
    6,021Change in current assets and liabilities
    
    
    6,062
    
    
    
    (2,949
    )Net cash provided by operating activities
    
    
    50,776
    
    
    
    69,712Cash flows from investing activitiesCapital expenditures
    
    
    (13,850
    )
    
    
    (28,774
    )Business acquisitions
    
    
    (792
    )
    
    
    Dispositions of assets
    
    
    571
    
    
    
    81Net cash used for investing activities
    
    
    (14,071
    )
    
    
    (28,693
    )Cash flows from financing activitiesBank credit facility payments, net
    
    
    (19,352
    )
    
    
    (27,211
    )Borrowings / (payments) on bonds and leases, net
    
    
    990
    
    
    
    (504
    )Cash dividends on common stock
    
    
    (12,397
    )
    
    
    (12,668
    )Issuance of common stock
    
    
    2,812
    
    
    
    Stock options exercised
    
    
    16
    
    
    
    6,959Treasury stock acquired
    
    
    (9,667
    )
    
    
    (10,413
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    752Net cash used for financing activities
    
    
    (37,598
    )
    
    
    (43,085
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    4
    
    
    
    83Decrease in cash and cash equivalents
    
    
    (889
    )
    
    
    (1,983
    )Cash and cash equivalents at beginning of year
    
    
    3,409
    
    
    
    5,372Cash and cash equivalents at end of quarter
    
    $
    2,520
    
    
    $
    3,389
 See accompanying notes to consolidated condensed financial statements.
 3




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SPARTECH CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (Unaudited and dollars in thousands, except per share amounts)
 1) Basis of Presentation
   2) Inventories
  August 2,
    
    
    November 3,2008
    
    
    2007Raw materials
    
    $
    72,642
    
    
    $
    60,218Production supplies
    
    
    9,388
    
    
    
    9,204Finished goods
    
    
    43,363
    
    
    
    46,654$
    125,393
    
    
    $
    116,076
 3) Restructuring
  Three Months Ended
    
    
    Nine Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Restructuring and exit costs:Custom Sheet and Rollstock
    
    $
    228
    
    
    $
    230
    
    
    $
    666
    
    
    $
    560Packaging Technologies
    
    
    558
    
    
    
    
    
    
    
    681
    
    
    
    Color and Specialty Compounds
    
    
    71
    
    
    
    7
    
    
    
    348
    
    
    
    67Engineered Products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    Total restructuring and exit costs
    
    
    857
    
    
    
    237
    
    
    
    1,698
    
    
    
    627Impact on earnings before income taxes
    
    
    857
    
    
    
    237
    
    
    
    1,698
    
    
    
    627Impact on income tax expense
    
    
    (311
    )
    
    
    (91
    )
    
    
    (553
    )
    
    
    (238
    )Impact on net earnings
    
    $
    546
    
    
    $
    146
    
    
    $
    1,145
    
    
    $
    389
 4




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 3) Restructuring (continued)
 2008 Restructuring Plan
    Three Months
    
    
    Three MonthsEnded
    
    
    Ended
    
    
    CumulativeMay 3, 2008
    
    
    August 2, 2008
    
    
    to DateAccelerated depreciation
    
    $
    65
    
    
    $
    151
    
    
    $
    216Facility restructuring and exit costs
    
    
    408
    
    
    
    596
    
    
    
    1,004Total
    
    $
    473
    
    
    $
    747
    
    
    $
    1,220
  2006 Restructuring Plan
  Cumulative
    
    
    Nine Months 
Ended
    
    
    CumulativeThrough 2007
    
    
    August 2, 2008
    
    
    to DateAccelerated depreciation
    
    $
    627
    
    
    $
    72
    
    
    $
    699Facility restructuring and exit costs
    
    
    636
    
    
    
    406
    
    
    
    1,042Total
    
    $
    1,263
    
    
    $
    478
    
    
    $
    1,741
   5




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 4) Former President and Chief Executive Officer Separation Agreement
  5) Long-Term Debt
   Subsequent Events
 6) Commitments and Contingencies
   6




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 7) Income Taxes
      8) Earnings Per Share
  Three Months Ended
    
    
    Nine Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Net earnings:Basic and diluted net earnings
    
    $
    4,410
    
    
    $
    8,806
    
    
    $
    5,285
    
    
    $
    32,581Weighted average shares outstanding:Basic weighted average common shares outstanding
    
    
    30,306
    
    
    
    32,108
    
    
    
    30,250
    
    
    
    32,065Add: Dilutive shares from equity instruments
    
    
    
    
    
    
    255
    
    
    
    4
    
    
    
    300Diluted weighted average shares outstanding
    
    
    30,306
    
    
    
    32,363
    
    
    
    30,254
    
    
    
    32,365Net earnings per share:Basic
    
    $
    .15
    
    
    $
    .27
    
    
    $
    .17
    
    
    $
    1.02Diluted
    
    $
    .15
    
    
    $
    .27
    
    
    $
    .17
    
    
    $
    1.01
 7




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 9) Segment Information
   Three Months Ended
    
    
    Nine Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Net salesCustom Sheet and Rollstock
    
    $
    161,677
    
    
    $
    170,861
    
    
    $
    475,656
    
    
    $
    510,274Packaging Technologies (1)
    
    
    70,268
    
    
    
    60,447
    
    
    
    205,790
    
    
    
    183,265Color and Specialty Compounds
    
    
    101,034
    
    
    
    111,982
    
    
    
    313,755
    
    
    
    329,160Engineered Products
    
    
    17,366
    
    
    
    17,833
    
    
    
    57,597
    
    
    
    63,046Net sales (2)
    
    $
    350,345
    
    
    $
    361,123
    
    
    $
    1,052,798
    
    
    $
    1,085,745Operating earningsCustom Sheet and Rollstock
    
    $
    6,751
    
    
    $
    12,260
    
    
    $
    12,684
    
    
    $
    37,566Packaging Technologies (1)
    
    
    4,505
    
    
    
    5,090
    
    
    
    14,149
    
    
    
    19,579Color and Specialty Compounds
    
    
    6,427
    
    
    
    7,944
    
    
    
    13,362
    
    
    
    21,718Engineered Products
    
    
    2,248
    
    
    
    2,275
    
    
    
    7,354
    
    
    
    8,82219,931
    
    
    
    27,569
    
    
    
    47,549
    
    
    
    87,685Loss on foreign exchange
    
    
    (73
    )
    
    
    (867
    )
    
    
    (46
    )
    
    
    (1,072
    )Corporate expenses
    
    
    (9,116
    )
    
    
    (8,263
    )
    
    
    (26,437
    )
    
    
    (21,193
    )Operating earnings
    
    $
    10,742
    
    
    $
    18,439
    
    
    $
    21,066
    
    
    $
    65,420
 
 (1)
    
    The 2008 periods include the impact of the acquisition of Creative Forming, Inc., which was
acquired on September 14, 2007.(2)
    
    Excludes inter-segment sales of $15,189, $13,926, $45,102 and $42,368, respectively,
primarily from the Color and Specialty Compounds segment. 10) Comprehensive Income
  Three Months Ended
    
    
    Nine Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Net earnings
    
    $
    4,410
    
    
    $
    8,806
    
    
    $
    5,285
    
    
    $
    32,581Foreign currency translation adjustments
    
    
    (206
    )
    
    
    2,130
    
    
    
    (2,706
    )
    
    
    2,248Total comprehensive income
    
    $
    4,204
    
    
    $
    10,936
    
    
    $
    2,579
    
    
    $
    34,829
 8




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##### Table of Contents



SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 11) Related Parties
  12) Subsequent Events
 Long-Term Debt
    Restructuring
  9




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Summary
    Outlook
     10




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Consolidated Results
  Three Months
    
    Nine MonthsUnderlying volume
    
    
    (17
    )%
    
    
    (11
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (3
    )Creative Forming acquisition
    
    
    3
    
    
    
    3Price/Mix
    
    
    11
    
    
    
    8(3
    )%
    
    
    (3
    )%
   Three Months Ended
    
    
    Nine Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Dollars and Pounds (in millions)Net sales
    
    $
    350.3
    
    
    $
    361.1
    
    
    $
    1,052.8
    
    
    $
    1,085.7Material costs
    
    
    235.7
    
    
    
    237.2
    
    
    
    710.3
    
    
    
    702.7Material margin
    
    
    114.6
    
    
    
    123.9
    
    
    
    342.5
    
    
    
    383.0Conversion costs
    
    
    79.9
    
    
    
    82.9
    
    
    
    248.5
    
    
    
    252.2Gross margin
    
    $
    34.7
    
    
    $
    41.0
    
    
    $
    94.0
    
    
    $
    130.8Pounds Sold
    
    
    302.7
    
    
    
    358.4
    
    
    
    955.1
    
    
    
    1,084.3Dollars per Pound SoldNet sales
    
    $
    1.158
    
    
    $
    1.008
    
    
    $
    1.102
    
    
    $
    1.001Material costs
    
    
    .779
    
    
    
    .662
    
    
    
    .743
    
    
    
    .648Material margin
    
    
    .379
    
    
    
    .346
    
    
    
    .359
    
    
    
    .353Conversion costs
    
    
    .264
    
    
    
    .232
    
    
    
    .261
    
    
    
    .233Gross margin
    
    $
    .115
    
    
    $
    .114
    
    
    $
    .098
    
    
    $
    .120
  11




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Segment Results
 Custom Sheet and Rollstock Segment
  Three Months
    
    Nine MonthsUnderlying volume
    
    
    (14
    )%
    
    
    (11
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (3
    )Price/Mix
    
    
    9
    
    
    
    7(5
    )%
    
    
    (7
    )%
 12




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Packaging Technologies
  Three Months
    
    Nine MonthsUnderlying volume
    
    
    (6
    )%
    
    
    (4
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (3
    )Creative Forming acquisition
    
    
    17
    
    
    
    16Price/Mix
    
    
    5
    
    
    
    316
    %
    
    
    12
    %
   Color and Specialty Compounds Segment
  Three Months
    
    Nine MonthsUnderlying volume
    
    
    (22
    )%
    
    
    (13
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (3
    )Price/Mix
    
    
    12
    
    
    
    11(10
    )%
    
    
    (5
    )%
 13




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Engineered Products Group
  Three Months
    
    Nine MonthsUnderlying volume
    
    
    (8
    )%
    
    
    (10
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (3
    )Price/Mix
    
    
    5
    
    
    
    4(3
    )%
    
    
    (9
    )%
   Corporate
  Liquidity and Capital Resources
 Cash Flow
  14




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2008
    
    
    2007Cash Flows (in millions)Net cash provided by operating activities
    
    $
    50.8
    
    
    $
    69.7Net cash used for investing activities
    
    
    (14.1
    )
    
    
    (28.7
    )Net cash used for financing activities
    
    
    (37.6
    )
    
    
    (43.1
    )Effect of exchange rate changes
    
    
    
    
    
    
    0.1Decrease in cash and cash equivalents
    
    $
    (0.9
    )
    
    $
    (2.0
    )
    Financing Arrangements
     15




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##### Table of Contents



Cautionary Statements Concerning Forward-Looking Statements
   (a)
    
    adverse changes in economic or industry conditions, including global supply and demand
conditions and prices for products of the types we produce;(b)
    
    our ability to compete effectively on product performance, quality, price,
availability, product development, and customer service;(c)
    
    material adverse changes in the markets we serve, including the packaging,
transportation, building and construction, recreation and leisure, and other markets, some
of which tend to be cyclical;(d)
    
    our inability to achieve the level of cost savings, productivity improvements, gross
margin enhancements, growth or other benefits anticipated from our planned improvement
initiatives;(e)
    
    our inability to achieve the level productivity improvements, synergies, growth or
other benefits anticipated from acquired businesses and their integration;(f)
    
    volatility of prices and availability of supply of energy and of the raw materials that
are critical to the manufacture of our products, particularly plastic resins derived from
oil and natural gas, including future effects of natural disasters;(g)
    
    our inability to manage or pass through to customers an adequate level of increases in
the costs of materials, freight, utilities, or other conversion costs;(h)
    
    restrictions imposed on us by instruments governing our indebtedness, the possible
inability to comply with requirements of those instruments, and inability to access capital
markets;(i)
    
    possible asset impairment charges;(j)
    
    our inability to predict accurately the costs to be incurred, time taken to complete,
operating disruptions therefrom, or savings to be achieved in connection with announced
production plant restructurings;(k)
    
    adverse findings in significant legal or environmental proceedings or our inability to
comply with applicable environmental laws and regulations;(l)
    
    adverse developments with work stoppages or labor disruptions, particularly in the automotive industry;(m)
    
    our inability to achieve operational efficiency goals or cost reduction initiatives;(n)
    
    our inability to develop and launch new products successfully;(o)
    
    possible weaknesses in internal controls; and(p)
    
    our ability to successfully complete the implementation of a new enterprise resource
planning computer system and to obtain expected benefits from our system.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls
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PART II  OTHER INFORMATION
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (c) Issuer Purchases of Equity Securities
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
    
 Item 5. OTHER INFORMATION
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Item 6. EXHIBITS
 Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K)
 3.1
    
    Restated Certificate of Incorporation of Registrant, as amended and restated effective March
9, 2006, incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q for the
quarterly period ended April 29, 2006, filed with the SEC on June 8, 2006.3.2
    
    Bylaws of Registrant, as amended through June 27, 2008, incorporated by reference to Exhibit
3.1 to the Companys current report on Form 8-K filed with the SEC on July 2, 2008.10.1
    
    Executive Severance and Noncompetition Policy, as amended June 27, 2008.10.2
    
    Separation Agreement and Release effective July 25, 2008 between the Company and Jeffrey D.
Fisher.10.3
    
    Waiver and Amendment Agreement to the Fourth Amended and Restated Credit Agreement effective
August 1, 2008, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on
August 6, 2008.10.4
    
    Third Amendment to the Fourth Amended and Restated Credit Agreement dated September 10, 2008.10.5
    
    Note Purchase Agreement dated June 5, 2006 between the Company and purchasers of $50 million
of the Companys 5.78% Senior Notes.10.6
    
    Amended and Restated Note Purchase Agreement (Initially Dated as of June 5, 2006) dated
September 10, 2008 6.82% Senior Notes due 2011.10.7
    
    Note Purchase Agreement dated September 15, 2004 between the Company and purchasers of $150
million of the companys 5.54% Senior Notes.10.8
    
    Amended and Restated Note Purchase Agreement (Initially Dated as of September 15, 2004)
dated September 10, 2008
6.58% Senior Notes due 2016.10.9
    
    Term Loan Agreement dated February 16, 2005 between the Company and Calyon New York Branch10.10
    
    Third Amendment to Term Loan Agreement dated September 10, 2008 between the Company and
Calyon New York Branch10.11
    
    Intercreditor and Collateral Agency Agreement dated as of September 10, 2008 by and among
Bank of America, N.A., as Collateral Agent, and Bank of America, N.A., as Administrative
Agent, The Lenders Party Hereto, the Noteholders Party Hereto, and the Term Loan Lender
Party Hereto, as Creditors.10.12
    
    Security Agreement dated as of September 10, 2008, by and among Bank of America, N.A., as
Collateral Agent for the Secured Parties.31.1
    
    Section 302 Certification of CEO31.2
    
    Section 302 Certification of CFO32.1
    
    Section 1350 Certification of CEO32.2
    
    Section 1350 Certification of CFO
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SIGNATURES
  SPARTECH CORPORATION
                      (Registrant)Date: September 10, 2008
    /s/ Myles S. OdaniellMyles S. OdaniellPresident and Chief Executive Officer
(Principal Executive Officer)/s/ Randy C. MartinRandy C. MartinExecutive Vice President Corporate
Development and Chief Financial Officer
(Principal Financial and Accounting Officer) 20