UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2004 Commission File No. 0-1738
GENERAL KINETICS INCORPORATED
(Exact Name of Registrant as specified in its Charter)
Virginia 54-0594435
(State of Incorporation) (IRS Employer Identification No.)
10688-D Crestwood Drive, Manassas, VA 20109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (703) 331-8033
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
-------------------
Common Stock, $0.25 par value per share
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 the 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
YES __ NO X
---
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, based upon the closing sale price of the Registrant's Common
Stock on November 30, 2003, the last business day of the registrant's most
recently completed second fiscal quarter, as reported on the NASD OTC Bulletin
Board, was approximately $208,837. Shares of Common Stock held by the executive
officers, directors and under the Registrant's ESOP have been excluded in that
such persons may be deemed affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
The number of shares outstanding of Registrant's Common Stock, $0.25
par value, as of August 16, 2004 was 7,118,925.
Documents Incorporated by Reference
-----------------------------------
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company
Name Age Director since
---- --- --------------
Larry M. Heimendinger 59 March, 1994
Chairman of the Board
Thomas M. Hacala 59 February, 1998
Marc E. Cotnoir 55 March, 1994
Richard J. McConnell 43 March, 1994
Larry M. Heimendinger has served as the Chairman of the Board of
Directors of the Company since he was elected to that position in March 1994.
Also, since March 1994, in accordance with the Amended and Restated Bylaws of
the Company, Mr. Heimendinger has been performing the duties of President and
Chief Executive Officer through his position as Chairman of the Board and will
continue to do so until such time as a replacement for President and Chief
Executive Officer is elected and qualified. Mr. Heimendinger is also a founder
of Link2It Corporation (see "Certain Relationships and Related Transactions").
Mr. Heimendinger previously served as President and Chief Operating Officer of
Nantucket Corp., a privately held software company, and, after that company's
acquisition by Computer Associates International, was associated with Computer
Associates, most recently as its Director of Product Strategy. Before joining
Nantucket, Mr. Heimendinger was the President and Chief Executive Officer of
Origin, Inc., a company that produced and marketed personal computer software
for the banking industry. Mr. Heimendinger is the author of Advanced dBase IV
and Advanced Clipper, books published by Brady Books, and has spoken at computer
industry conferences and seminars worldwide. Mr. Heimendinger is a member of
Class I of the Board of Directors.
Thomas M. Hacala has been the President of Seating Technology, a
marketing and consulting company specializing in the Asian/European office
furniture industry, since 1991. Mr. Hacala is a member of Class I of the Board
of Directors.
Marc E. Cotnoir has been an independent consultant, providing
business and strategic planning support and systems engineering consulting, for
a wide range of clients since 1988. Mr. Cotnoir also served as Vice President
for Marketing, Sales, and Service for VideoSite Incorporated from September 1997
to July 1998. Prior to 1988, Mr. Cotnoir worked extensively, both within private
industry and in the U.S. Air Force, with computer and communications technology.
Mr. Cotnoir is a member of Class II of the Board of Directors.
Richard J. McConnell has been the President of Square Systems, Corp.,
a research and development firm specializing in advanced software systems, since
1986. Mr. McConnell is also a founder of Link2It Corporation (see "Certain
Relationships and Related Transactions"). Mr. McConnell has been involved in
research and development in the computer software industry since 1981. Mr.
McConnell is a
2
member of Class III of the Board of Directors.
All directors hold office until the next annual meeting of
shareholders and until their successors have been duly elected and qualified or
until their earlier death, resignation or removal.
Executive Officers and Certain Significant Employees of the Company
The names, ages, and positions of the executive officers of the
Company are listed below.
Name Age Position
---- --- --------
Larry M. Heimendinger 59 Chairman of the Board
(performing duties of President
and Chief Executive Officer)
Richard E. Munczenski 62 Vice President and General Manager
Sandy B. Sewitch 47 Chief Financial Officer
Larry M. Heimendinger has served as the Chairman of the Board of
Directors since March 1994. Also since March 1994, through his position as
Chairman of the Board, in accordance with the Amended and Restated Bylaws of the
Company, Mr. Heimendinger has been performing the duties of President and Chief
Executive Officer. He will continue to perform such duties until a replacement
for President and Chief Executive Officer is elected and qualified.
Richard E. Munczenski joined the Company in August 1969, and has
served as Vice President and General Manager since April 1995.
Sandy B. Sewitch has served as the Chief Financial Officer of the
Company since April 1993, when he joined the Company.
The officers of the Company hold office at the discretion of the
Board of Directors of the Company.
There are no family relationships among the executive officers or
directors of the Company, and there is no arrangement or understanding between
any director and any other person pursuant to which such director was elected.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers, and persons who beneficially own
more than 10% of the
3
Company's common stock (the "Common Stock"), to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of the Company's equity securities. Officers, directors and greater
than 10% shareholders are also required to furnish the Company with copies of
all forms they file pursuant to Section 16(a).
To the Company's knowledge, based solely on a review of such reports
furnished to the Company, during the fiscal year ended May 31, 2004, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% shareholders were complied with, except, due to administrative oversight,
the following directors did not timely report on Form 4 their annual receipt of
options automatically granted to them under the Company's 1994 Nonemployee and
Directors Stock Option Plan: Mr. Heimendinger (12,500 options), and Messrs.
Hacala, Cotnoir and McConnell (each, 10,000 options).
Audit Committee
The audit committee of the Board of Directors reviews the various
accounting, financial reporting and internal control functions and makes
recommendations to the Board of Directors for the selection of independent
public accountants. In addition, the committee will monitor the independence of
the independent accountants. The members of the audit committee are Mr. Hacala
and Mr. Cotnoir.
The Company's Board of Directors does not have an "audit committee
financial expert," within the meaning of such phrase under applicable
regulations of the Securities and Exchange Commission (the "SEC"), serving on
its audit committee. The Board of Directors believes that all members of its
audit committee are financially literate and experienced in business matters,
and that one or more members of the audit committee are capable of (i)
understanding generally accepted accounting principles ("GAAP") and financial
statements, (ii) assessing the general application of GAAP principles in
connection with the Company's accounting for estimates, accruals and reserves,
(iii) analyzing and evaluating the Company's financial statements, (iv)
understanding the Company's internal controls and procedures for financial
reporting; and (v) understanding audit committee functions, all of which are
attributes of an audit committee financial expert. However, the Board of
Directors believes that there are no audit committee members who have obtained
these attributes through the experience specified in the SEC's definition of
"audit committee financial expert." Further, like many small companies, it is
difficult for the Company to attract and retain board members who qualify as
"audit committee financial experts, " and competition for these individuals is
significant. The board believes that its current audit committee is able to
fulfill its role under SEC regulations despite not having a designated "audit
committee financial expert."
Code of Ethics
The Company's Board of Directors has adopted a Code of Ethics for
Senior Financial Officers to promote honest and ethical conduct, proper
disclosure of information in the Company's periodic reports, and compliance with
applicable governmental laws, rules, and regulations by the Company's senior
officers who have financial responsibilities. A copy of the Code of Ethics for
Senior Financial Officers may be obtained free of charge by submitting a request
to General Kinetics Incorporated, 10688-D Crestwood Drive, Manassas, VA 20109,
Attn: Secretary.
4
ITEM 11. EXECUTIVE COMPENSATION
The information under this heading relates to the chief executive
officer, the chief financial officer, and the vice president and general manager
of the Company for the fiscal year ended May 31, 2004. The information is
presented in compliance with the rules and regulations of the Securities and
Exchange Commission applicable to those companies, such as General Kinetics
Incorporated, that meet the definition of a "small business issuer."
Executive officers are appointed by the Board of Directors at its
annual meeting following the annual meeting of shareholders and serve for one
year or until their successors are chosen and qualify in their stead. There are
no family relationships among the executive officers, and there is no
arrangement or understanding between any officer and any other person pursuant
to which such officer was selected as an officer.
Summary Compensation Table
Annual Compensation Long-Term Compensation
----------------------------------------------- ---------------------------------
Name and Principal Other Annual Securities All Other
Position Year Salary Bonus Compensation Underlying Options Compensation
-------- ---- ------ ----- ------------ ------------------ ------------
Larry M. Heimendinger(1) 2004 $ 0 $ 0 $ 0 12,500 $ 0
Chairman of the Board 2003 0 0 0 12,500 0
2002 0 0 0 12,500 0
Sandy B. Sewitch(2) 2004 $107,800 $ 10,000 (4) $ 4,800 0 $ 0
Chief Financial Officer 2003 101,400 0 4,800 0 0
2002 108,000 0 4,800 0 0
Richard E. Munczenski(3) 2004 $112,600 $ 20,000 (4) $ 4,800 0 $ 0
VP and General Manager 2003 106,200 30,000 4,800 0 0
2002 113,000 42,000 1,300 0 0
(1) Larry Heimendinger serves as the Company's Chairman of the Board, for
which he has received no salary compensation since being elected to that
position in March 1994. Since the resignation of the Company's former
President in March 1994, the Company has not had a President. In
accordance with the Company's Amended and Restated Bylaws, until a new
President is elected and qualified, the Company's Chairman performs the
duties of that office.
(2) The "Other Annual Compensation" for Sandy Sewitch includes a car allowance
of $4,800 for each year listed.
(3) The "Other Annual Compensation" for Richard Munczenski includes a car
allowance for fiscal 2004 and fiscal 2003, and approximately three months
of fiscal 2002. Prior to March 2002, Mr. Munczenski was provided with a
Company-leased car which was used substantially exclusively for Company
business during the remainder of fiscal 2002.
(4) The amount indicated represents a bonus earned with respect to fiscal
2004, which was deferred to the following fiscal year.
5
Options and Stock Appreciation Rights
INDIVIDUAL OPTION GRANTS TO EXECUTIVE OFFICERS
DURING FISCAL YEAR 2004
Number Percent of
of Total Potential of Realizable Value
Securities Options at assumed annual rate of
Name of Underlying Granted to stock price appreciation
Executive Options Employees in Exercise Expiration for options term (1)
Officer Granted FY 2004 Price Date -----------------------------
--------- ---------- ------------ -------- ---------- 5% 10%
-- ---
Larry M. Heimendinger 12,500(2) 29.4%(3) $ .02 6/01/14 $ 157 $ 398
Sandy B. Sewitch 0 -- -- -- -- --
Richard E. Munczenski 0 -- -- -- -- --
(1) The dollar amounts under these columns are based upon calculations using
assumed rates of appreciation set by the SEC and are not intended to
forecast future appreciation of the Company's stock price.
(2) 50% of such options will vest on May 31, 2005, 25% will vest on November
30, 2005, and the remaining 25% will vest on May 31, 2006.
(3) Although, pursuant to his position as Chairman of the Board of the
Company, Mr. Heimendinger is currently performing the duties of President
and Chief Executive Officer, he is not an employee of the Company.
However, for purposes of the calculation of the percentages in the
foregoing table, his options have been included in the aggregate total
employee options granted.
6
Option Exercises and Holdings
FY-2004 OPTION EXERCISES AND FY-2004 YEAR-END VALUE TABLE
Number of Securities Underlying
Unexercised Options Value of Unexercised In-the-
At End-FY 2004 Money Options At End-FY 2004
Name of Number of -------------- ----------------------------
Executive Shares Acquired Value
Officer on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------- ----------- -------- ----------- ------------- ----------- -------------
Larry M. 0 0 143,750 18,750 0 0
Heimendinger
Sandy B. Sewitch 0 0 0 0 0 0
Richard E. 0 0 38,277 0 0 0
Munczenski
Pension and Long Term Incentive Plan Awards
None.
Compensation of Directors
Each non-employee director of the Company other than Mr. Heimendinger
has received a monthly retainer of $1,500 since November 1994.
Employment Contracts and Termination of Employment and Change of Control
Agreements
None.
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The following table sets forth certain information as of August 31,
2004 as to the security ownership of those persons known to the Company to be
the beneficial owners of more than five percent of the outstanding shares of the
Company's Common Stock and of each of the Company's directors and named
executive officers and all of the Company's directors and named executive
officers as a group:
Shares of Common
Stock Percentage of
Beneficially Outstanding
Name Owned (1) Common Stock
------------------------------ ---------------- -------------
Rabo Investment Management Ltd. 5,885,000 (2) 45.3% (2)
Manassas Partners LLC 11,600,000 (3) 62.0 (3)
Marc E. Cotnoir 115,000 1.6
Richard J. McConnell 115,000 1.6
Thomas M. Hacala 70,000 1.0
Larry M. Heimendinger 11,743,750 (4) 62.3 (4)
Sandy B. Sewitch 4,541 *
Richard E. Munczenski 53,012 *
All Directors and Named Executive 12,101,303 (4) 63.0% (4)
Officers as a group (six persons)
* Indicates less than one percent of the outstanding shares of the Company's
Common Stock.
8
(1) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, and includes shares of the Company's Common Stock which may be
acquired within 60 days of August 31, 2004 through the exercise of
warrants, options, or other convertible securities, as follows: Rabo
Investment Management Ltd., 4,170,000 shares (see footnote 2 below);
Manassas Partners LLC, 11,600,000 shares (see footnote 3 below); Mr.
Cotnoir, 115,000 shares; Mr. McConnell, 115,000 shares; Mr. Hacala, 70,000
shares; Mr. Heimendinger, 11,743,750 shares (see footnote 4 below); Mr.
Munczenski, 38,277 shares; and all directors and named executive officers
as a group, 12,082,027 shares. Additionally, each of Messrs. Cotnoir and
McConnell were granted options to purchase 100,000 shares, and Mr.
Heimendinger was granted an option to purchase 125,000 shares, where such
options would vest only if the stock price reached certain stipulated
multiples of a base price of $1.0026 (for ten consecutive trading days).
These options never vested, and expired on October 28, 1999.
(2) Based on information provided by Rabo Investment Management Ltd. (f/k/a
Gutzwiller & Partner, A.G., the "Manager") in a Schedule 13D/A filed with
the Securities and Exchange Commission (the "SEC") on November 9, 2001,
and adjusted to reflect the sale of certain debentures of the Company to
Manassas Partners LLC (see footnote 3 below). The Manager reported that it
may be deemed to be the beneficial owner of an aggregate of 1,715,000
outstanding shares of the Company's Common Stock, including (x) 242,700
shares purchased by the Manager as to which the Manager is the economic
beneficial owner and as to which it holds sole voting and dispositive
power and (y) 1,472,300 shares held in client accounts. The Manager also
indicated that it may be deemed to be the beneficial owner of 1%
convertible debentures of the Company having an aggregate principal amount
of $7,885,000, including (a) $585,000 which were purchased by the Manager
as to which the Manager is the economic beneficial owner and holds sole
voting and dispositive power, and (b) $7,300,000 held in client accounts
managed by the Manager on behalf of various clients who hold beneficial
economic ownership thereof and as to which the Manager holds voting and
dispositive power. Based on the Schedule 13D referenced in footnote 3
below, the Company believes that the Manager sold convertible debentures
of the Company having an aggregate principal amount of $5,800,000 to
Manassas Partners LLC on March 12, 2003, leaving the Manager as the
beneficial owner of convertible debentures having an aggregate principal
amount $2,085,000. Such debentures are convertible into an aggregate of
4,170,000 shares of Common Stock. After such a conversion, the Manager
would be deemed to be the beneficial owner of 5,885,000 shares, which
would represent 45.3% of the Company's then outstanding Common Stock.
(3) Based on information provided by Manassas Partners LLC ("Manassas") and
Larry M. Heimendinger in a Schedule 13D filed with the SEC on March 25,
2003, Manassas acquired, at a significant discount, outstanding
convertible debentures of the Company, in a principal amount of $5,800,000
(see "Certain Relationships and Related Transactions"). By their terms,
the debentures would be immediately convertible, in whole or in part, into
an aggregate of up to 11,600,000 shares of Common Stock, which would
represent 62.0% of the Company's then outstanding Common Stock.
(4) Includes (a) 11,600,000 shares of Common Stock issuable upon possible
future conversion of the debentures held by Manassas described in footnote
3 above which may be deemed to be beneficially owned by Mr. Heimendinger,
and (b) options to acquire an aggregate of 143,750 shares of Common Stock.
9
Equity Compensation Plan Information
The following table provides information as of May 31, 2004 with respect
to the shares of the Company's Common Stock that may be issued under the
Company's existing equity compensation plans.
Number of Number of securities
securities to be remaining available for
issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation
outstanding outstanding plans (excluding
options, warrants options, warrants securities reflected in
Plan category and rights and rights column (a))
------------- ----------------- ----------------- -----------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders (1) 482,227 $0.37 892,773
Equity compensation
plans not approved
by security holders - - -
------- ----- -------
Total 482,227 $0.37 892,773
======= ===== =======
(1) Consists of the Company's 1994 Stock Option Plan and the Company's
1994 Nonemployee and Directors Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At May 31, 2004, the Company held approximately 5.7% of the
outstanding common stock of Link2It Corporation, a company formed by Larry
Heimendinger and Richard McConnell, both members of the Company's Board of
Directors. Such equity securities were originally received by the Company prior
to 1998 in consideration of, among other things, amounts advanced by the Company
to or on behalf of Link2It, LLC, which merged into Link2It Corporation in
January 2001. The Company accounts for its holdings of Link2It Corporation's
common stock using the cost method. The Company has assigned no value to this
investment due to its speculative nature.
In August 2001, Link2It entered into a factoring agreement with the
Company that replaced the Company's prior factoring agreement. The agreement,
which was approved by a unanimous vote of the Company's Board of Directors,
including the unanimous vote of the disinterested directors, was on terms
substantially similar to those of the prior facility, but was more favorable to
the Company in certain respects. A new factoring agreement with Link2It
Corporation, on similar terms, was entered into in April 2002. No borrowings
were outstanding under this factoring agreement at May 31, 2004. During fiscal
2004, the Company replaced the Link2It factoring agreement with a new factoring
agreement with Key Capital Factoring, an unrelated third party.
On March 12, 2003, Manassas Partners LLC, a Delaware limited
liability company of which Larry Heimendinger, Chairman of the Board of
Directors of the Company, is the managing member, purchased from third parties,
at a significant discount, a portion of the Company's outstanding convertible
debentures in an aggregate principal amount of $5,800,000.
10
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Paid to Independent Accountants for 2004 and 2003
The total fees and related expenses for professional services provided by
the Company's independent registered public accounting firm, BDO Seidman LLP,
for the fiscal years ended May 31, 2003 and 2004 are presented in the table
below.
Year ended May 31,
------------------
2004 Fees 2003 Fees
--------- ---------
Audit Fees: $ 93,100 $ 105,500
Audit Related Fees: $ 1,500 $ 1,500
Tax Fees: $ 9,500 $ 6,300
All Other Fees: -0- -0-
The Audit Fees listed above were billed in connection with the audit of
our financial statements for the fiscal year and the review of the financial
statements included in our quarterly reports on Forms 10-Q for the fiscal year.
The Audit Related Fees listed above were billed for the audit of the Company's
ESOP Plan. The Tax Fees listed above were billed for tax compliance, planning
and advice.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 3. Exhibits
Exhibit Number Description Note No.
-------------- ----------- --------
3.1 Articles of Incorporation (1)
3.2 Articles of Incorporation, as amended (6)
at the Annual Meeting of GKI
shareholders on November 19, 1991
3.3 Articles of Incorporation, as amended (14)
at the Annual Meeting of GKI
shareholders on October 28, 1994
3.4 By-Laws (1)
3.5 By-Laws, as amended at a Board of (6)
Directors meeting on September 24, 1992
3.6 By-Laws, as amended at a Board of (11)
Directors meeting on March 2, 1994
3.7 By-Laws, as amended at a Board of (14)
Directors meeting on January 19, 1995
3.8 By-Laws, as amended at a Board of (18)
Directors meeting on January 24, 2003
4.1 Form of Convertible Subordinated (7)
Debentures Issued to Gutzwiller &
Partner, A.G., on December 14, 1992
with an effective date of October 20,
1992
4.2 Form of 4% Subordinated Debentures, (8)
Series A, due March 30, 1994
11
4.3 Form of 4% Subordinated Debentures, (8)
Series B, due March 30, 1995
4.4 Form of 4% Subordinated Debentures, (8)
Series C, due August 15, 1994
4.5 Form of Convertible Debentures Issued (12)
to Gutzwiller & Partner, A.G., dated
August 14, 1994.
4.6 Form of Pledge and Security Agreement (17)
dated as of August 14, 1994 with
respect to Convertible Debentures
10.1* 1988 Stock Option Plan (2)
10.2 Agreement and Plan of Merger
and Reorganization dated August 31, 1990 (1)
10.3* 1991 Executive Bonus Plan (4)
10.4* 1991 Stock Option Plan (3)
10.5* 1991 Nonemployee and Directors Stock (3)
Option Plan
10.6* 401(k) Retirement, Investment & (6)
Savings Plan
10.7* 1989 Stock Option Plan (4)
10.8* 1990 Stock Option Plan (4)
10.9* 1994 Stock Option Plan (13)
10.10* 1994 Nonemployee and Directors Stock (13)
Option Plan
10.11 Verdix Asset Purchase Agreement dated (9)
October 1, 1993
12
10.12 Amendment to Verdix Asset Purchase (10)
Agreement dated January 26, 1994
10.13 Asset Purchase Agreement between (16)
General Kinetics Incorporated and
Cryptek Secure Communications, LLC, a
Delaware limited liability company,
dated as of November 1, 1996
10.14 Agreement between GKI and Link2It, (15)
L.L.C. dated as of January 21, 1997
10.15 Form of Master Factoring Agreement (17)
between General Kinetics Incorporated
and Link2It Corporation, dated August
22, 2002.
10.16 Agreement for the Sale of Commercial (19)
Real Estate between General Kinetics,
Inc. and the Paul J. Petrovich Trust
dated April 13, 2004.
21.1 List of Subsidiaries (14)
31.1 Certification of the Chief Executive (19)
Officer of the Company pursuant to
Rule 13a-14(a) under the Securities
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial (19)
Officer of the Company pursuant to
Rule 13a-14(a) under the Securities
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
13
31.3 Certification of the Chief Executive
Officer of the Company pursuant to
Rule 13a-14(a) under the Securities
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.4 Certification of the Chief Financial
Officer of the Company pursuant to
Rule 13a-14(a) under the Securities
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive (19)
Officer of the Company
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of the Chief Financial (19)
Officer of the Company
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002.
* Management contract, compensatory plan or arrangement
(1) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Company's Annual Report on Form 10-K for the
year ended May 31, 1990, and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Company's Annual Report on Form 10-K for the
year ended May 31, 1989, and incorporated herein by reference.
(3) Previously filed with Securities and Exchange Commission as an
Exhibit to the Company's Proxy Statement for the 1991 Annual
Shareholders' Meeting, and incorporated herein by reference.
14
(4) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended May 31, 1991, and incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Company's Amendment No. 2 to the Annual Report
on Form 10-K for the year ended May 31, 1991, and incorporated
herein by reference.
(6) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended May 31, 1992 and incorporated herein by reference.
(7) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1992 and incorporated herein by
reference.
(8) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended May 31, 1993 and incorporated herein by reference.
(9) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993 and incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Current Report on Form 8-K dated February
9, 1994 and incorporated herein by reference.
(11) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Current Report on Form 8-K dated March 17,
1994 and incorporated herein by reference.
(12) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Company's Annual Report on Form 10-K for the
year ended May 31, 1994, and incorporated herein by reference.
15
(13) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Company's Proxy Statement for the 1994 Annual
Shareholders' Meeting, and incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended May 31, 1995, and incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Current Report on Form 8-K dated December
20, 1996 and incorporated herein by reference (Formerly designated
Exhibit 2.1).
(16) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997 and incorporated herein by
reference.
(17) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended May 31, 2003 and incorporated herein by reference.
(18) Previously filed with the Securities and Exchange Commission as
an Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 2003 and incorporated herein by
reference
(19) Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended May 31, 2004 and incorporated herein by reference.
16
SIGNATURE
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.
GENERAL KINETICS INCORPORATED
By: /s/ Larry M. Heimendinger
----------------------------------------
Larry M. Heimendinger, Chairman of the
Board (Principal Executive Officer)
Date: October 13, 2004
17