**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,  D.C.  20549**

 

**FORM 10-K**

 
| **ý** | **ANNUAL REPORT pursuant to Section 13 or 15 (d) of the  Securities Exchange Act of 1934** |
|------------|--------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31, 2002**

 

**Commission file Number 0-15582**

 

| **Minuteman  International, Inc.**                                          |
|-----------------------------------------------------------------------------|
| (Exact name of registrant as specified in its Articles of  Incorporation)   |
|                                                                        |   |   |
| **Illinois**                                                                |   | **36-2262931** |
| (State or other jurisdiction of  Incorporation or organization)             |   | (I.R.S. Employer  Identification No.) |
|                                                                        |   |   |
| **111 South Rohlwing Road, Addison,  Illinois**                             |   | **60101** |
| (Address of principal  executive offices)                                   |   | (Zip Code) |
|                                                                        |   |   |
| Registrant’s telephone  number, including area code **(630) 627-6900** |

 

Securities registeredpursuant to Section 12(g) of the Act:

**Commonstock, no par value**

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 of 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. ý  Yes    o  No

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act). Yes  o      No  ý

 

The aggregate market value of the voting stock held by non-affiliatesof the registrant as of March 7, 2003 was $7,362,670.

 

The number of shares outstanding of the registrant’s class of commonstock as of March 7, 2003 was 3,574,279.

 

DOCUMENTS INCORPORATED BYREFERENCE

 

Portions of the Annual Report to Shareholders for the year endedDecember 31, 2002 (the “2002 Annual Report”), are incorporated by referenceinto Part II.

 

Portions of the Proxy Statement for the 2003 Annual ShareholdersMeeting to be filed with the Securities and Exchange Commission within 120 daysafter the close of the Registrant’s fiscal year (the “2003 Proxy Statement”),are incorporated by reference into Part III.

 

 

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**MINUTEMANINTERNATIONAL, INC.**

 

**FORM10-K**

 

**For theFiscal Year Ended December 31, 2002**

 

**TABLE OFCONTENTS**

 
| **PART I**     |
|----------------|
|           |
| Item 1.   | Business |
| Item 2.   | Properties |
| Item 3.   | Legal Proceedings |
| Item 4.   | Submission  of Matters to a Vote of Security Holders |
|           |   |
| **PART II**    |
|           |
| Item 5.   | Market  for Registrant’s Common Equity and Related Stockholder Matters |
| Item 6.   | Selected Financial Data |
| Item 7.   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |
| Item 7A.  | Quantitative  and Qualitative Disclosures about Market Risk |
| Item 8.   | Financial  Statements and Supplementary Data |
| Item 9.   | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure |
|           |   |
| **PART III**   |
|           |
| Item 10.  | Directors  and Executive Officers of the Registrant |
| Item 11.  | Executive Compensation |
| Item 12.  | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |
| Item 13.  | Certain  Relationships and Related Transactions |
| Item 14.       | Controls and  Procedures |
|           |   |
| **PART IV**    |
|           |
| Item 15.  | Exhibits,  Financial Statement Schedules and Reports on Form 8-K |
| Signatures     |
| Certifications |

 

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**PART I**

 

**Item 1.****           Business**

 

General Development of Business

 

Minuteman International, Inc. an Illinois corporation incorporated in1951 as American Cleaning Equipment Corporation, manufactures and distributesone of the most complete lines of commercial and industrial vacuums, floor andcarpet care, chemical cleaning and coating products and complementaryaccessories in the United States and Canada. Its products are exported to more than sixty countries around the world.

 

Products

 

The Company’s product line consists of hard surface floor careequipment, carpet care and maintenance products, sweepers, scrubbers,commercial and industrial specialized vacuums, and complementaryaccessories.  Included in thespecialized vacuum area are the hazardous location/explosive environmentvacuums and the clean/room nuclear vacuums.

 

Minuteman PowerBoss, Inc. (PowerBoss), acquired in 1998, is awholly-owned subsidiary of Minuteman International, Inc. that designs,manufactures and distributes ride-on and walk-behind sweepers and scrubbers forhard-surface floor and carpet care for use in industrial applications.

 

Multi-Clean, the chemical division of Minuteman International, Inc.formulates, manufactures and distributes chemical cleaning and floor coatingproducts including multi-surface cleaners and degreasers, finishes and waxes,carpet care products, concrete and wood coatings and finishes, plus a fullarray of specialized chemicals.

 

Parker Sweeper Company, acquired in 1992, manufactures a full line oflitter vacuums as well as an extensive array of lawn and turf debris handlingequipment.  Effective December 30, 1994,Parker Sweeper Company, formerly a wholly-owned subsidiary, was merged into theCompany and operates as a division.

 

Marketing and Distribution

 

The Company markets and distributes its products throughout theworld.  The distribution process in theUnited States is primarily through the more than 450 active dealers and its twosales branches.  The Company distributesits products in Canada through Minuteman Canada, Inc. and in Europe throughMinuteman European, B.V., both of which are wholly owned subsidiaries.  The Company sells its products to Hako-Werkesubsidiaries in Japan, Australia and certain European countries.  Export of other products is conductedthrough the headquarter office in Addison, Illinois. Sales to affiliated andunaffiliated customers in foreign countries aggregated to $14,064,000$15,918,000, $18,078,000 in 2002, 2001 and 2000, respectively.

 

The Company’s equipment is sold under Minuteman International,Minuteman, Minuteman PowerBoss and Parker Sweeper trade names.  The chemical cleaning and coating productsare  manufactured by MinutemanInternational, Inc. and sold under Multi-Clean trade name.  Substantially all of the Company’scommercial equipment is manufactured at its Illinois production facilities inAddison and Hampshire.  Substantiallyall of the Company’s industrial equipment is manufactured at its Aberdeen,North Carolina production facilities. The remainder of the Company’s industrial equipment is imported fromGermany.  All of the Company’s chemicalcleaning and coating products are produced at its Shoreview, Minnesotafacility.

 

The manufacture, production and demand for the Company’s products andservices are not considered to be seasonal in nature.  No part of the Company business depends on any one singlecustomer, the loss of which would adversely affect the Company.  The Company does not believe any materialportion of its business to be subject to renegotiation of profits ortermination of contracts at the election of the Government.

 

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Raw Materials

 

The Company purchases castings, electric motors, cord sets, switches,brushes, wheels, injection molded plastics, sheet steel, paint pigment,chemicals and other raw materials from a number of suppliers.  The Company considers its ability to obtainraw materials and supplies to be readily available.  It does not believe that the loss of any supplier would adverselyaffect the Company’s business.

 

Competition

 

Minuteman International, Inc. competes with many regional, national andinternational manufacturers throughout the industry.  These competitive markets include industrial and plantmaintenance, sanitation supply, critical filter, floor coating and chemicalfields.  The principal competitivefactors within each of these markets are product quality, reliability, serviceand fair price.  The Company believes itwill continue to compete effectively in the marketplace and continue its salesgrowth in the future.

 

Patents and Trademarks

 

Currently, the Company has 21 United States and 10 internationalpatents.  Although the Company generallyseeks to obtain patents where appropriate, it does not consider the successfulconduct of its business in general to be dependent on any of its patents orpatent applications.

 

Minuteman International, Inc. is owner of the United States andCanadian registrations for the Multi-Clean and Parker Sweeper trade names.  The Minuteman trademark is registered in theUnited States and Canada.  The Parkertrademark is registered in the United States and Canada.

 

Working Capital

 

The Company had working capital of $35.5 million at December 31, 2002.Cash, cash equivalents and short-term investments represented 17.5% of theworking capital which when not in use, is invested in bank certificates of depositand Eurodollar certificate investments.

 

Backlog

 

The Company’s backlog of orders was approximately $3.0 million atDecember 31, 2002 and 2001.  The Companyanticipates that substantially all of the 2002 backlog will be delivered during2003.  In the opinion of Management,fluctuations in the amount of its backlog are not necessarily indicative ofintermediate or long-term trends in the Company’s business.

 

Research and Development

 

The Company expended approximately $1,512,000, $1,587,000, and $1,459,000on research and development activities during 2002, 2001 and 2000,respectively.

 

Employees

 

The Company has approximately 400 full time employees.  The facilities in Addison, Illinois andShoreview, Minnesota, have approximately 90 hourly paid employees who arecovered by local collective bargaining agreements.  These agreements expire in May, 2003 and October, 2003,respectively.  The Company believes thatthe current employee relations are excellent. The Company may hire additional employees during 2003 as are justifiedby the needs of the business.

 

Environmental Matters

 

The Company’s operations are subject to various federal, state andlocal laws and regulations regarding the environmental aspects of themanufacture and distribution of chemical components.  The Company believes that it is currently in compliance in allmaterial respects with the environmental laws and regulations affecting itsoperations. Capital expenditures for the purpose of environmental protectionare not expected to be material in amount for 2003 or thereafter.

 

Forward-Looking Statements

 

SAFE HARBOR STATEMENT. This Annual Report on Form 10-K contains notonly historical information, but also forward-looking statements which aresubject to the safe harbor provisions of the Private Securities LitigationReform Act of 1995, as amended. Statements that are not historical are forward-looking and reflectexpectations about the Company’s future performance. In addition,forward-looking statements may be made orally or in press releases,conferences, reports, on the Company’s worldwide web site, or otherwise, in the future by the Company or on ourbehalf. The Company has tried to identify such statements by using words suchas 

 

4

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“expect”, “foresee”, “looking ahead”, “anticipate”, “estimate”,“believe”, “should”, “intend”, and similar expressions to identifyforward-looking statements.

 

Forward-looking statements involve risks and uncertainties and are notguarantees of future performance. Actual future results may differ materiallyfrom those discussed in forward looking statements. These uncertainties includefactors that affect all businesses operating in a global market as well asmatters specific to the Company. The following are some of the factors thatcould cause the Company’s financial condition to differ materially from whatthe Company has anticipated in forward-looking statements: the effectiveness ofoperating and technology initiatives and advertising and promotional efforts,as well as changes in: global and local business and economic conditions;currency exchange and  interest rates;labor and other operating costs; political or economic instability in localmarkets; disruptions from outbreak of hostilities, war or terrorists’ attacks;competition; customer preferences; effects of unanticipated materially adverselitigation or product claims; unexpected product failures or non acceptance ofnew products by the market; legislation and governmental regulation; and accountingpolicies and practices. The foregoing list of important factors is notexclusive.

 

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**Item 2. ****     Properties**

 

The Company owns or leases the following properties in its operations:

 
| **Location**         |   | **Size (sq. ft.)** |   | **Use** |   | **Owned  or Leased**      |   |
|----------------------|--------|--------------------|--------|---------|--------|---------------------------|--------|
|                 |   |               |   |    |   |                      |   |   |   |
| Aberdeen, NC         |   | 135,000            |   | (Bldg.) |   | Office, manufacturing,    |   | Leased |   |
|                 |   |               |   |    |   | Warehouse, sales, service |   |   |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Addison, IL          |   | 112,230            |   | (Bldg.) |   | Office, manufacturing,    |   |   |   |
|                 |   | 254,300            |   | (Land)  |   | Warehouse, sales, service |   | Owned |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Villa Park, IL       |   | 18,000             |   | (Bldg.) |   | Warehouse, sales, service |   | Leased |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Taylor, MI           |   | 8,000              |   | (Bldg.) |   | Warehouse, sales, service |   | Leased |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Hampshire, IL        |   | 100,000            |   | (Bldg.) |   | Manufacturing, warehouse  |   |   |   |
|                 |   | 871,200            |   | (Land)  |   |                      |   | Owned |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Shoreview, MN        |   | 34,952             |   | (Bldg.) |   | Office, manufacturing,    |   |   |   |
|                 |   | 133,830            |   | (Land)  |   | Warehouse, sales, service |   | Owned |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Nieuw-Vennep,        |   | 9,957              |   | (Bldg.) |   | Warehouse, sales, service |   | Leased |   |
| The Netherlands  (1) |   |               |   |    |   |                      |   |   |   |
|                 |   |               |   |    |   |                      |   |   |   |
| Mississauga,         |   | 18,486             |   | (Bldg.) |   | Warehouse, sales, service |   | Leased |   |
| Ontario, Canada      |   |               |   |    |   |                      |   |   |   |

 

Approximately 90% of the Company’s Addison, Illinois facility, 95% ofthe Company’s Hampshire, Illinois facility and 85% of the Company’s Aberdeen,North Carolina and Shoreview, Minnesota facilities are devoted tomanufacturing.

 

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(1) In September 2002, the Company entered into a lease for anAmsterdam, Netherlands 16,469 square foot warehouse, sales and servicefacility, the lease term expires November 14, 2007.  After build-out is completed, approximately April 2003, theCompany will begin to make lease payments and occupy the Amsterdam facility.Until that time, the Company is on a month to month lease for the Nieuw-Vennep,Netherlands facility.

 

The Villa Park, Illinois lease term expires December 31, 2003. TheTaylor, Michigan lease term expires December 31, 2003.  The Mississauga, Ontario lease term expireson November 30, 2007.  The Aberdeen, NorthCarolina lease term expires May 23, 2005. The Company believes that failure to obtain the renewal of any leasewould not have a material adverse effect on its business.

 

6

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**Item 3.****           LegalProceedings**

 

In November, 2001, the Securities and Exchange Commission (“SEC”)issued a formal order of investigation to the Company. The Company has beenfully cooperating with the SEC by producing documents and providing testimonyfrom various employees.  In December,2001, the Company was requested by the NASDAQ Stock Market (“NASDAQ”) to supplyinformation in connection with NASDAQ’s responsibilities to ensure ongoingcompliance of issuers with the requirements for inclusion on the NASDAQ.  The Company has provided the requesteddocuments and has cooperated fully with NASDAQ.  The Company believes that the investigations relate to therecognition of revenue in the results of operations for its interim periods.The Company has submitted an Offer of Settlement to the Securities and ExchangeCommission for its consideration. The Company is in discussion with theSecurities and Exchange Commission with regards to the offer of settlement. TheCompany is not able to predict the outcome of the investigations or assesstheir ultimate impact on the Company.

 

The Company is a party to various legal proceedings arising in theordinary course of its business.  Theoutcome of these matters will not, in the opinion of Management, have amaterial adverse effect on the business or financial condition of the Company.

 

**Item4**.           **Submission of Matters to a Vote ofSecurity Holders**

 

During the fourth quarter of the fiscal year ended December 31, 2002,the Company did not submit any matter to a vote of shareholders through thesolicitation of proxies or otherwise.

 

7

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**PART II**

 

**Item5.**           **Market for Registrant’s Common Equityand Related Stockholder Matters**

 

Common stock market prices and dividends on page 23 of the 2002 AnnualReport are incorporated herein by reference.

 

**Item6**.           **Selected Financial Data**

 

The Selected Consolidated Financial Data on page 24 of the 2002 AnnualReport is incorporated herein by reference.

 

**Item7.**           **Management’s Discussion and Analysis ofFinancial Condition and Results of Operations**

 

“Management’s Discussion and Analysis of Financial Condition andResults of Operations” on pages 12 through 14 of the 2002 Annual Report isincorporated herein by reference.

 

**Item7A. Quantitative and Qualitative Disclosures About Market Risk**

 

Information appearing under the caption “Market Risk” on page 14 of the2002 Annual Report is incorporated herein by reference (See Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations).

 

**Item8.**           **Financial Statements and SupplementaryData**

 

The Report of Independent Auditors and the Consolidated FinancialStatements, including the Notes to the Consolidated Financial Statements,included on pages 15 through 24 of the 2002 Annual Report are incorporatedherein by reference.

 

Quarterly Results of Operations on page 23 of the 2002 Annual Report isincorporated herein by reference.

 

**Item9.**           **Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure**

 

None

 

8

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**PART III**

 

**Item10.****    Directors and Executive Officers of the Registrant**

 

The information required to be set forth herein is contained under“Election of Directors” and “Section 16(a) Beneficial Ownership ReportingCompliance” in the 2003 Proxy Statement, with respect to directors andexecutive officers of the Company and is incorporated herein by reference inresponse to this item.

 

**Item11**.**Executive Compensation**

 

The information required to be set forth herein is under “Election ofDirectors—Executive Management Compensation” in the 2003 Proxy Statement isincorporated herein by reference in response to this item.

 

**Item 12**.    **Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters**

 

The information required to be set forth herein is contained under“Security Ownership of Certain Beneficial Owners and Management” in the 2003Proxy Statement and is incorporated herein by reference in response to thisitem.

 

**Item13.  Certain Relationships and RelatedTransactions**

 

The information required to be set forth herein is contained under“Board of Director Interlocks, Insider Participation and Related Transactions”in the 2003 Proxy Statement and is incorporated herein by reference in responseto this item.

 

**Item14.  Controls and Procedures**

 

(a) Evaluation of Disclosure Controls and Procedures

 

Within 90 days prior to the filing of this annual report, the Company’sChief Executive Officer, its Chief Financial Officer and its Chief AccountingOfficer evaluated the effectiveness of the Company’s disclosure controls andprocedures (as defined in Rule 13a-14(c) of the Securities Exchange Act). Basedon their evaluation, they have concluded that the Company’s disclosure controlsand procedures are adequate and effective to ensure that material informationrelating to the Company is made know to them by others within the Company,particularly during the period in which this annual report was prepared.

 

(b) Changes in Internal Controls

 

There were no significant changes in the Company’s internal controls orin other factors that could significantly affect the Company’s internalcontrols subsequent to the evaluation referred to under the foregoingparagraph.

 

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**PART IV**

 

**Item15.**    **Exhibits, Financial Statement Schedules,and Reports on Form 8-K**

 

(a) (1) and (2) Financial Statements and Financial Statement Schedules

 

The Report of Independent Auditors, the financialstatements and the financial statement schedule listed in the accompanyingindex to financial statements are filed herewith.

 

(a) (3) and (c) Exhibits

 

The Exhibits required by Item 601 of Regulation S-Kand filed herewith are listed in the Exhibit Index which follows the financialstatement schedules and immediately precedes the exhibits filed.

 

(b)                                 Reportson Form 8-K:

 

The Company filed one report on Form 8-K for thequarter ended December 31, 2002. Information regarding the items reported on isas follows: On November 14, 2002 the Company issued a press release announcingquarterly results of operations, a quarterly dividend and a new board member.

 

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**Signatures**

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized on March 25, 2003.

 
|   | Minuteman  International, Inc. |
|--------|--------------------------------|
|   |                           |
|   |                           |   |
|   | By:                            | /s/ Gregory J. Rau |
|   |                           | Gregory J. Rau,  President and Chief Executive Officer |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ Thomas J. Nolan |
|   |                           | Thomas J. Nolan,  Chief Financial Officer,  Secretary and Treasurer |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ James A. Berg |
|   |                           | James A. Berg,  Chief Accounting Officer |

 

Pursuant to the requirements of the Securities and Exchange Act of1934, this report has been signed below by the following persons on behalf ofthe Registrant and in the capacities indicated on March 25, 2003.

 
| **Signature**               |   | **Title** |
|-----------------------------|--------|-----------|
|                        |   |      |
| /s/ Gregory J. Rau          |   |      |   |
| Gregory J. Rau              |   |      | President, Chief  Executive Officer and Director |
|                        |   |      |   |
| /s/ Eckart Kottkamp         |   |      |   |
| Eckart Kottkamp             |   |      | Director |
|                        |   |      |   |
| /s/ Roger B. Parsons        |   |      |   |
| Roger B. Parsons            |   |      | Director |
|                        |   |      |   |
| /s/ Frank R. Reynolds       |   |      |   |
| Frank R. Reynolds           |   |      | Director |
|                        |   |      |
| /s/ James C. Schrader,  Jr. |   |      |   |
| James C. Schrader, Jr.      |   |      | Director |
|                        |   |      |
| /s/ Richard J. Wood         |   |      |   |
| Richard J. Wood             |   |      | Director |
|                        |   |      |   |
| /s/ Thomas J. Nolan         |   |      |   |
| Thomas J. Nolan             |   |      | Chief Financial  Officer, Secretary, Treasurer and Director |
|                             |        |           |  |  |

 

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I, Gregory J. Rau, certify that:

 

1.                    I have reviewedthis annual report on Form 10-K of Minuteman International, Inc.;

 

2.                  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                  Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.                  The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)              designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)              presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                  The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significant deficienciesin the design or operation of internal controls which could adversely affectthe registrant’s ability to record, process, summarize and report financialdata and have identified for the registrant’s auditors any material weaknessesin internal controls; and

 

b)             any  fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.                    The registrant’sother certifying officers and I have indicated in this annual report whetherthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date: March 25, 2003

 
|   | /s/  Gregory J. Rau                                   |   |
|--------|-------------------------------------------------------|--------|
|   | Gregory J. Rau  President and Chief Executive Officer |   |

 

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I, Thomas J. Nolan, certify that:

 

1.                    I have reviewedthis annual report on Form 10-K of Minuteman International, Inc.;

 

2.                  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                  Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.                  The registrant’sother certifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and have:

 

a)              designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)              presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                  The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)             any  fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.                    The registrant’sother certifying officers and I have indicated in this annual report whetherthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date: March 25, 2003

 
|   | /s/  Thomas J. Nolan                                              |   |
|--------|-------------------------------------------------------------------|--------|
|   | Thomas J. Nolan  Chief Financial Officer, Secretary and Treasurer |   |

 

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I, James A. Berg, certify that:

 

1.                    I have reviewedthis annual report on Form 10-K of Minuteman International, Inc.;

 

2.                  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                  Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.                  The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)              designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)              presented in thisannual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                  The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors any materialweaknesses in internal controls; and

 

b)             any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.                    The registrant’sother certifying officers and I have indicated in this annual report whetherthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date: March 25, 2003

 
|   | /s/  James A. Berg                      |   |
|--------|-----------------------------------------|--------|
|   | James A. Berg  Chief Accounting Officer |   |

 

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REPORT OF INDEPENDENT AUDITORS

 

Shareholders and Board of Directors

Minuteman International, Inc.

 

We have audited the accompanying consolidated balance sheets ofMinuteman International, Inc. and subsidiaries as of December 31, 2002 and 2001and the related consolidated statements of income, shareholders’ equity andcash flows for each of the three years in the period ended December 31,2002.  Our audits also included thefinancial statement schedule listed in the Index at Item 15(a) (2).  These financial statements and schedule arethe responsibility of the Company’s management.  Our responsibility is to express an opinion on these financialstatements and schedule based on our audits.

 

We conducted our audits in accordance with auditing standards generallyaccepted in the United States.  Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the consolidated financial positionof Minuteman International, Inc. and subsidiaries at December 31, 2002 and 2001and consolidated results of their operations and their cash flows for each ofthe three years in the period ended December 31, 2002, in conformity withaccounting principles generally accepted in the United States.  Also, in our opinion, the related financialstatement schedule, when considered in relation to the basic financialstatements taken as a whole, presents fairly in all material respects theinformation set forth therein.

 

As discussed in Note C to the consolidated financial statements, in2002 the Company changed its method of accounting for goodwill. As discussed inNote B to the consolidated financial statements, in 2001 the Company changedits method of accounting for derivative financial instruments.

 

 
| /s/ Ernst & Young LLP |   |
|---------------------------|--------|
| Chicago, Illinois         |
| February 12, 2003         |

 

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ITEM 15(a) (1) AND (2)

 

LIST OF FINANCIAL STATEMENTS ANDFINANCIAL STATEMENT SCHEDULE

 

MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES

 

December 31, 2002

 

The following consolidated financial statements of MinutemanInternational, Inc. and subsidiaries, included in the Annual Report of theRegistrant to its shareholders for the year ended December 31, 2002, areincorporated by reference in Item 8:

 

Consolidated BalanceSheets -December 31, 2002 and 2001

 

Consolidated Statementsof Income - Years ended December 31, 2002, 2001 and 2000

 

Consolidated Statementsof Shareholders’ Equity -Years Ended December 31, 2002, 2001 and 2000

 

Consolidated Statementsof Cash Flows -Years Ended December 31, 2002, 2001 and 2000

 

Notes to ConsolidatedFinancial Statements

 

The following consolidated financial statement schedule of MinutemanInternational, Inc. and subsidiaries is included in Item 15(a) (2):

 

Schedule               II —                               Valuation and QualifyingAccounts

 

All other schedules for which provision is made in the applicableaccounting regulation of the Securities and Exchange Commission are notrequired under the related instructions or are inapplicable, and therefore havebeen omitted.

 

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SCHEDULE II - VALUATIONAND QUALIFYING ACCOUNTS

 

MINUTEMAN INTERNATIONAL,INC. AND SUBSIDIARIES

 
| **Description**                                        |   | **Balance at  Beginning of  Period** |    | **Charged to  Costs and  Expenses** |   | **Deductions** |   | **Balance  at End of  Period** |    |
|--------------------------------------------------------|--------|--------------------------------------|---------|-------------------------------------|--------|----------------|--------|--------------------------------|---------|
| Year Ended  December 31, 2002                          |   |                                 |    |                                |   |           |   |                           |    |
| Reserves and  allowances deducted from asset accounts: |   |                                 |    |                                |   |           |   |                           |    |
| Allowance for  uncollectible accounts                  |   | $                                    | 720,000 |                                | $      | 370,000        |   | $                              | 103,000 | (1) | $ | 987,000 |   |
| Reserve for  obsolete inventory                        |   | 1,122,000                            |    | (111,000                            | )      | —         |   | 1,011,000                      |    |
|                                                   |   |                                 |    |                                |   |           |   |                           |    |
| Year Ended  December 31, 2001                          |   |                                 |    |                                |   |           |   |                           |    |
| Reserves and  allowances deducted from asset accounts: |   |                                 |    |                                |   |           |   |                           |    |
| Allowance for  uncollectible accounts                  |   | 562,000                              |    | 379,000                             |   | 221,000        | (1)    | 720,000                        |    |
| Reserve for  obsolete inventory                        |   | 1,120,000                            |    | 43,000                              |   | 41,000         | (2)    | 1,122,000                      |    |
|                                                   |   |                                 |    |                                |   |           |   |                           |    |
| Year Ended  December 31, 2000                          |   |                                 |    |                                |   |           |   |                           |    |
| Reserves and  allowances deducted from asset accounts: |   |                                 |    |                                |   |           |   |                           |    |
| Allowance for  uncollectible accounts                  |   | 469,000                              |    | 227,000                             |   | 134,000        | (1)    | 1562,000                       |    |
| Reserve for  obsolete inventory                        |   | 1,225,000                            |    | (2,000                              | )      | 103,000        | (2)    | 1,120,000                      |    |
|                                                        |        |                                      |         |                                     |        |                |        |                                |         |  |  |  |  |

 

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(1) — Uncollectible accounts written off, net of recoveries.

(2) — Inventory disposals.

 

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MINUTEMAN INTERNATIONAL,INC.

 

EXHIBIT INDEX

 

(Pursuant to Item 601 ofRegulation S-K)

 
| **NO.** |   | **DESCRIPTION AND PAGE OR INCORPORATION REFERENCE**                                                                                                                                                                                                                                              |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                             |
| 3(a)    |   | Certificate of Incorporation (incorporated herein by  reference to Exhibit 3 (a) of the Registrant’s Form S-18 Registration  Statement, Registration Number 33-11858).                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                             |
| 3(a)i   |   | Amendments to the Articles of Incorporation  (incorporated herein by reference to Registrant’s Form 10-Q and Form 10-Q/A  for the quarter ended June 30, 2000).                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                             |
| 3(b)    |   | By-laws (incorporated herein by reference to  Registrant’s Form 10-Q and Form 10-Q/A for the quarter ended March 31, 2000).                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                             |
| 4(a)    |   | Specimen Certificate for Common Stock, no par value  (incorporated herein by reference to Exhibit 4 of the Registrant’s For S-18  Registration Statement, Registration Number 33-11858).                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                             |
| 10(a)*  |   | Specimen form of Employment Agreement between the  Company and its executive officers (with the exception of the president)  (incorporated herein by reference to Exhibit 10 (c) at Page 18 of Form 10K  Annual Report for fiscal year ended December 31, 1991).                                 |
|    |   |                                                                                                                                                                                                                                                                                             |
| 10(b)   |   | Agreement dated as of February 9, 1987, with respect  to trademark between the Company and Hako-Werke International GmbH  (incorporated herein by reference to Exhibit 10 (c) of the Registrant’s Form  S-18 Registration Statement, Registration Number 33-11858).                         |
|    |   |                                                                                                                                                                                                                                                                                             |
| 10(c)   |   | Agreement dated March 1, 1994 with respect to  worldwide distribution/marketing and trademarks between the Company and  Hako-Werke International GmbH.   Incorporated herein by reference to Exhibit 10 (f) at Page 18 of Form  10-K Annual Report for fiscal year ended December 31, 1994. |
|    |   |                                                                                                                                                                                                                                                                                             |
| 10(d)*  |   | Employment Agreement dated as of July 13, 2001,  between the Company and Gregory J. Rau is incorporated herein by reference to  Exhibit A on Form 10-Q for the quarter ended June 30, 2001.                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                             |
| 10(e)*  |   | Minuteman International, Inc. 2000 Restricted Stock  Plan as previously filed as  Exhibit  4.1 on Form S-8, No. 333-36324 on May 4, 2000 is incorporated herein by  reference.                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                             |
| 13      |   | Portions of the 2002 Annual Report are incorporated  herein by reference in Part II of this Form 10-K.                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                             |
| 21      |   | Subsidiaries of the Registrant (included herein)                                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                             |
| 23      |   | Consent of Ernst & Young LLP (included herein)                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                             |
| 99.1    |   | Certification Pursuant to 18 U.S.C. Securities 1350  (included herein)                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                             |
| 99.2    |   | Certification Pursuant to 18 U.S.C. Securities 1350  (included herein)                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                             |
| 99.3    |   | Certification Pursuant to 18 U.S.C. Securities 1350  (included herein)                                                                                                                                                                                                                           |

 

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* Indicates a management contract or compensatory plan or arrangementrequired to be filed pursuant to Item 15(a) (3) of Form 10-K.

 

Minuteman International, Inc. will furnish any of the aforementionedexhibits indicated above to requesting security holders upon written request.

 

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