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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A
 (Mark One) [X]
    
    AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
 For the fiscal year ended June 30, 2004 OR [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 [NO FEE REQUIRED]
 EDELBROCK CORPORATION  Delaware
    
    33-0627520(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 2700 California Street
Torrance, California 90503
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (310) 781-2222 Securities registered pursuant to Section 12(b) of the Act None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value
(Title and Class) Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for 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 proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments
to this Form 10-K. [X] Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: On October 27, 2004, 5,485,392 shares of the Registrants Common Stock, $.01
par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSSIGNATURESEXHIBIT INDEXExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  EXPLANATORY NOTE TO AMENDMENT THE REGISTRANT HEREBY AMENDS ITS REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JUNE 30, 2004 TO ADD INFORMATION PREVIOUSLY OMITTED FROM PART III THEREIN.
OTHER THAN AS SET FORTH IN THE PRECEDING SENTENCE, THE COMPANY HAS NOT
UNDERTAKEN TO UPDATE OR ADD TO ANY OTHER INFORMATION CONTAINED IN THE COMPANYS
ORIGINAL REPORT ON FORM 10-K FILED ON SEPTEMBER 28, 2004. 
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by this item relating to the Companys directors and
executive officers is included under this same caption in its Annual Report on
Form 10-K filed September 28, 2004. The Company has adopted a code of business conduct and ethics that applies to
its principal executive officer and all members of its finance department,
including the principal financial officer and principal accounting officer.
This code of business conduct and ethics is posted on the Companys Web site.
The Internet address for its Web site is www.edelbrock.com, and the code may be
located by clicking on Company Info at the bottom of the introductory page of
its Web site, and then on Ethics Policy in the column on the far left of the
page. The Company intends to satisfy the disclosure requirement under Item 5.05 of
Form 8-K regarding an amendment to, or waiver from, a provision of this code of
business conduct and ethics by posting such information on its Web site, at the
address and location specified above. 2




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ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the names of the persons who were, at the
completion of the Companys most recent fiscal year on June 30, 2004 (i) the
Chief Executive Officer of the Company and (ii) the other four most highly
compensated executive officers of the Company and its subsidiaries (together
with the Chief Executive Officer, the Named Officers). All of the Named
Officers received their compensation shown in the following table from the
Company for services to the Company and, in certain cases, subsidiaries of
the Company. Summary Compensation Table Long TermAnnual Compensation
    
    CompensationStock OptionFiscal
    
    
    
    
    
    
    
    
    
    Awards
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    (in shares)
    
    CompensationO.Victor Edelbrock.
    
    
    2004
    
    
    $
    441,835
    
    
    $
    300,000
    
    
    
    0
    
    
    $
    0President and Chief Executive Officer
    
    
    2003
    
    
    
    425,993
    
    
    
    272,450
    
    
    
    0
    
    
    
    02002
    
    
    
    405,755
    
    
    
    320,510
    
    
    
    0
    
    
    
    26,301
    (1)Jeffrey L. Thompson
    
    
    2004
    
    
    
    310,586
    
    
    
    136,271
    
    
    
    0
    
    
    
    2,912
    (3)Executive Vice President, General
    
    
    2003
    
    
    
    301,556
    
    
    
    122,644
    
    
    
    0
    
    
    
    14,516
    (2)(3)Manager, Chief Operating Officer
    
    
    2002
    
    
    
    290,746
    
    
    
    136,271
    
    
    
    0
    
    
    
    2,728
    (3)Ronald L. Webb (5)
    
    
    2004
    
    
    
    215,046
    
    
    
    30,000
    
    
    
    0
    

    
    
    36,239
    (2)Executive Vice-President,
    
    
    2003
    
    
    
    255,877
    
    
    
    55,600
    
    
    
    0
    
    
    
    0Edelbrock Foundry Corp.
    
    
    2002
    
    
    
    243,730
    
    
    
    61,778
    
    
    
    0
    
    
    
    0Wayne P. Murray
    
    
    2004
    
    
    
    197,803
    
    
    
    44,940
    
    
    
    0
    
    
    
    0Vice-President of Manufacturing
    
    
    2003
    
    
    
    186,404
    
    
    
    40,446
    
    
    
    0
    
    
    
    02002
    
    
    
    176,124
    
    
    
    44,940
    
    
    
    0
    
    
    
    0Aristedes T. Feles
    
    
    2004
    
    
    
    155,894
    
    
    
    32,500
    
    
    
    0
    
    
    
    153
    (4)Vice-President of Finance,
    
    
    2003
    
    
    
    145,514
    
    
    
    26,123
    
    
    
    0
    
    
    
    18,172
    (2)(4)Chief Financial Officer
    
    
    2002
    
    
    
    137,255
    
    
    
    29,025
    
    
    
    0
    
    
    
    153
    (4)
   (1)
    
    This amount represents premiums paid on three life insurance policies on
the life of Mr. Edelbrock.(2)
    
    This amount includes payments of accrued vacation benefits.(3)
    
    This amount includes premiums paid on three life insurance policies on the
life of Mr. Thompson.(4)
    
    This amount includes premiums paid on one life insurance policy on the life
of Mr. Feles.(5)
    
    Mr. Webb retired on June 30, 2004 3




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Option Grants.The Company made no option grants during the 2004 fiscal
year. Option Exercises and Fiscal Year-End Values.Shown below is information
with respect to the exercise of stock options by Named Officers during the 2004
fiscal year and unexercised options to purchase Common Stock of the Company
held by Named Officers as of June 30, 2004. Number of Shares ofCommon Stock
    
    Value of Unexercised,Underlying
    
    In-the-MoneyNumber of
    
    
    
    
    
    Unexercised Options at
    
    Options atShares
    
    Value
    
    Fiscal Year-End (#)
    
    Fiscal Year-End ($)Acquired On
    
    Realized
    
    Exercisable/
    
    Exercisable/Name
    
    Exercise
    
    ($)
    
    Unexercisable
    
    UnexercisableO. Victor Edelbrock
    
    
    0
    
    
    
    0
    
    
    
    30,938 / 0
    
    
    $
    156,546 / 0Jeffrey L. Thompson
    
    
    0
    
    
    
    0
    
    
    
    46,750 / 0
    
    
    
    236,555 / 0Ronald L. Webb
    
    
    0
    
    
    
    0
    
    
    
    29,758 / 0
    
    
    
    150,577 / 0Wayne P. Murray
    
    
    0
    
    
    
    0
    
    
    
    19,146 / 0
    
    
    
    96,876 / 0Aristedes T. Feles
    
    
    0
    
    
    
    0
    
    
    
    16,105 / 0
    
    
    
    64,794 / 0
 Employment Agreements.The Company is party to an employment agreement
with O. Victor Edelbrock that expires on June 30, 2009, pursuant to which he
serves as President and Chief Executive Officer of the Company and President of
Edelbrock Foundry Corp. The employment agreement provides for a base salary of
$445,702 per year, with annual raises to be determined by the Compensation
Committee, and an annual bonus to be determined each year in good faith by the
Compensation Committee utilizing such factors as Mr. Edelbrocks performance
and the Companys and Edelbrock Foundry Corp.s financial performance. Upon
termination of Mr. Edelbrocks employment during this term of the employment
agreement for any reason other than cause, death or voluntary termination,
the Company will be obligated to make a lump sum severance payment in an amount
equal to Mr. Edelbrocks then current annual base compensation plus an amount
equal to the bonus paid for the year prior to such termination. The Company has also entered into similar employment agreements with
Messrs. Thompson and Feles, which agreements will each also expire on June 30,
2009. Pursuant to their employment agreements, Messrs. Thompson and Feles are
entitled to annual base salaries of $313,310 and $170,310, respectively.
Messrs. Thompson and Feles are also entitled to annual bonuses to be determined
each year in the good faith discretion of the Compensation Committee or Board,
utilizing such factors as such employees performance and the financial
performance of the Company. The employment agreement of each of these
executives also provides that, upon termination of employment during this term
of the employment agreement for any reason other than cause, death or
voluntary termination, Edelbrock is obligated to make a lump sum severance
payment in an amount equal to the executives then current annual salary, plus
an amount equal to the bonus paid for the year prior to such termination. Director Compensation.All non-employee directors are reimbursed for
their out-of-pocket expenses incurred in connection with attendance at, and
activities relating to, meetings of the Board or any Board Committee plus $500
per diem. Employee directors are not compensated. In connection with Mr. Edelbrocks proposal to acquire all outstanding shares
of the Company not already beneficially owned, see Certain Relationships and
Related Transactions below, the Board of Directors formed a Special Committee
to consider the offer, and determined that each member of the Special Committee
should be compensated for his time and efforts with respect to the duties of
serving on the Special Committee. The members of the Special Committee,
Messrs. Hellmold, Pings and Herbst, will receive the following compensation for
their service on the Special Committee regardless of whether any transaction is
consummated: Mr. Hellmold, chairman of the Special Committee, will receive
$40,000, and Dr. Pings and Mr. Herbst, members of the Special Committee, 4




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will each receive $25,000. In addition, the members of the Special Committee
are entitled to receive reimbursement for the expenses incurred in connection
with their service on the Special Committee. Compensation Committee Interlocks and Insider Participation.The
Compensation Committee consists of five directors. Currently, the members of
the Compensation Committee are Messrs. Herbst, Pettit, Pings, Hellmold, each
non-employee directors of the Company, and Mr. Edelbrock, President and Chief
Executive Officer of the Company. The Companys 1994 Incentive Equity Plan
and 1994 Stock Option Plan for Non-Employee Directors are administered by a
committee consisting of Messrs. Herbst, Pettit, Pings, and Hellmold. None
of the executive officers of the Company serves as a director of another
corporation in a case where an executive officer of such other corporation
serves as a director of the Company. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information regarding beneficial owners of greater than 5% of our outstanding
common stock, and shares beneficially owned by the Companys directors and
officers is included under the caption Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters in the
Companys Annual Report on Form 10-K filed September 28, 2004. The following information regarding the Companys equity compensation plans is
provided as of June 30, 2004: EQUITY COMPENSATION PLANS Number of
    
    
    
    
    
    Number of securitiessecurities to be
    
    Weighted-
    
    remaining available forissued upon
    
    average exercise
    
    future issuance underexercise of
    
    price of
    
    equity compensationoutstanding options,
    
    outstanding
    
    plans (excludingwarrants and rights
    
    options, warrants
    
    securities reflected in(1)
    
    and rights
    
    column (a) )Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved
by shareholders
    
    
    481,387
    
    
    $
    11.62
    
    
    
    112,613Equity compensation
plans not approved
by shareholders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    481,387
    
    
    $
    11.62
    
    
    
    112,613
  (1)
    
    Includes 15,934 shares issuable upon vest of outstanding stock awards
granted under the 1994 Stock Option Plan. 5




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On April 12, 2004, the Company announced that O. Victor Edelbrock, the
Companys Chairman, President, and Chief Executive Officer, had presented a
proposal to the Companys Board of Directors to acquire the outstanding shares
of the Companys common stock not already beneficially owned or controlled by
Mr. Edelbrock. As mentioned above, following receipt of the proposal, the
Companys Board of Directors formed a Special Committee consisting of
disinterested members of the Board to consider and negotiate the offer. The
Special Committee retained its own legal and financial advisors with respect to
such negotiations. On June 25, 2004, the Company entered into a definitive
merger agreement with two corporations controlled by Mr. Edelbrock. Under the
terms of
the merger agreement, if the transaction is consummated, all of the outstanding
shares of common stock, par value $0.01 per share, of Edelbrock not already owned by
Mr. Edelbrock or certain family trusts for which he serves as trustee, will be converted into the right to receive $16.75 per share in cash without interest, with an aggregate cash transaction value of approximately $57.2 million. Additional information regarding the proposed transaction is set forth in the Companys preliminary proxy statement as filed with the Securities and Exchange Commission, and, when available, the Companys definitive
proxy statement. 6




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on it behalf by the undersigned, thereunto duly authorized. October 27, 2004
    
    EDELBROCK CORPORATIONBy:
    
    /s/ ARISTEDES T. FELESAristedes T. FelesVice President Finance, 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 registrant and in the capacities and on the dates indicated. Signature
    
    Title
    
    Date*O. Victor Edelbrock
    
    President, Chief Executive
Officer and Chairman of the
Board (Principal Executive Officer)
    
    October 27, 2004*Jeffrey L. Thompson
    
    Executive Vice President, Chief
    
    October 27, 2004Operating Officer and Director/s/ ARISTEDES T. FELESAristedes T. Feles
    
    Vice-President, Finance and Director
(Principal Financial Officer and
Principal Accounting Officer)
    
    October 27, 2004*Cathleen Edelbrock
    
    Vice President of Advertising,
and Director
    
    October 27, 2004*Timothy D. Pettit
    
    Director
    
    October 27, 2004*Dr. Cornelius J. Pings
    
    Director
    
    October 27, 2004*
Jerry Herbst
    
    Director
    
    October 27, 2004*

Ralph O. Hellmold
    
    Director
    
    October 27, 2004/s/ ARISTEDES T. FELES

*By: Aristedes T. Feles
    
    
    
    October 27, 2004Attorney-in-fact
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EDELBROCK CORPORATION
EXHIBIT INDEX NumberandDescriptionof Exhibit31.1
    
    Certifications of principal executive officer required by Rules 13a-14 and 15d-14 of the Securities
and Exchange Act of 1934.31.2
    
    Certifications of principal financial officer required by Rules 13a-14 and 15d-14 of the Securities and Exchange
Act of 1934.32.1
    
    Certifications of principal executive officer pursuant to 18 U.S.C. 1350 (furnished)32.2
    
    Certifications of principal financial officer pursuant to 18 U.S.C. 1350 (furnished)