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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2000
-OR-
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 1-3552
SCOPE INDUSTRIES
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-1240976
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 WILSHIRE BOULEVARD, SUITE 310
SANTA MONICA, CALIFORNIA 90401-1206
(Address of principal executive office, zip code)
(Registrant's telephone number, including area code) (310) 458-1574
Securities registered pursuant to Section 12(b) of the Act
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
No par value Common Stock American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
or Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X}
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 8, 2000, computed by reference to the closing sales
price of such shares on such date was $16,566,215.
The number of shares of registrant's common stock outstanding as of September 8,
2000 was 1,042,867.
DOCUMENTS INCORPORATED BY REFERENCE:
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Part of Form 10-K into which
Document Document incorporated
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Annual Report to Shareowners for the fiscal year ended June 30, 2000 Parts I, II, and IV
Proxy Statement for the Annual Meeting of Shareholders to be held
October 17, 2000 Parts III and IV
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) The following financial statements of the Registrant, together with the
Independent Auditors' Report, included as part of the Registrant's 2000
Annual Report to Shareowners, on pages 6 through 19 thereof, are
incorporated by reference and filed herewith as part of Item 8 of this
report:
Independent Auditors' Report.
Consolidated Balance Sheets at June 30, 2000 and 1999.
Consolidated Statements of Operations for the years ended June 30, 2000,
1999 and 1998
Consolidated Statements of Cash Flows for the years ended June 30, 2000,
1999 and 1998
Consolidated Statements of Shareowners' Equity for the years ended June
30, 2000, 1999 and 1998
Consolidated Statements of Comprehensive Income for the years ended
June 30, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
(2) Independent Auditors' Report on Schedules
(3) Financial Statement Schedule
Schedule II: Valuation and Qualifying Accounts
All other schedules have been omitted as they are not applicable, not
material or the required information is given in the financial
statements or notes thereto.
(b) Registrant did not file any reports on Form 8-K during the fourth quarter
ended June 30, 2000.
(c) Exhibits:
(3.1) Registrant's Restated Articles of Incorporation that was Exhibit No.
3.1 to Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1989 is incorporated herein by this reference.
(3.2) Registrant's By-laws as amended, is being filed as Exhibit 3.2 with
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 2000.*
(10) Material Contracts:
1992 Stock Option Plan, reference is made to Exhibit 4(a) to the
Registrant's Registration Statement on Form S-8 (File No. 33-47053),
and by reference such information is incorporated herein.*
(13) Annual Report to Shareowners*
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(21) Subsidiaries of Registrant*
(22) Proxy Statement for the Annual Meeting of Shareowners to be held on
October 17, 2000, which was filed with the Securities and Exchange
Commission on September 12, 2000, and by reference such information is
incorporated herein in response to the information called for by 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 ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS.)
(23) Independent Auditors' Consent (Filed herewith)
(27) Financial Data Schedule*
* Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SCOPE INDUSTRIES
By /s/ Eric M. Iwafuchi September 28, 2000
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Eric M. Iwafuchi Date
Vice President-Finance and
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:
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Signature Title Date
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/s/ Meyer Luskin Chairman of the Board, President, September 28, 2000
--------------------------- Chief Executive Officer and ---------------------
Meyer Luskin Director
/s/ Eric M. Iwafuchi Vice President-Finance and September 28, 2000
--------------------------- Chief Financial Officer ---------------------
Eric M. Iwafuchi (Principal Financial Officer)
/s/ Eleanor R. Smith Secretary and Controller September 28, 2000
--------------------------- (Principal Accounting Officer) ---------------------
Eleanor R. Smith
/s/ Babette Heimbuch Director September 28, 2000
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Babette Heimbuch
/s/ Robert Henigson Director September 28, 2000
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Robert Henigson
/s/ William H. Mannon Director September 28, 2000
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William H. Mannon
/s/ Franklin Redlich Director September 28, 2000
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Franklin Redlich
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