SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
(Amendment No. 1)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2003 OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to
Commission file number 0 - 6234 ______
ACMAT CORPORATION
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(Exact name of registrant as specified in its charter)
Connecticut 06-0682460
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(State of incorporation) (I.R.S. Employer Identification No.)
233 Main Street
New Britain, Connecticut 06050-2350
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(860) 229-9000
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, without par value
Class A Stock, without par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) or 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 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|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes |_| No |X|
The aggregate market value of the Common Stock and Class A Stock held by
non-affiliates of the registrant was $20,536,236 as of the Registrant's most
recently completed second fiscal quarter.
As of March 1, 2004 there were 546,355 shares of the registrant's Common Stock
and 1,741,704 shares of registrant's Class A Stock, each without par value,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III - Portions of the Registrant's definitive proxy statement to be issued
in conjunction with the Registrant's annual meeting of stockholders to be held
on June 24, 2004.
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INTRODUCTORY NOTE
ACMAT Corporation hereby amends Part II of its Annual Report on Form 10-K for
the year ended December 31, 2003 to amend Item 5 - Market for Registrant's
Common Stock and Related Stockholder Matters. The revised Item 5 appears below:
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
ACMAT's Class A Stock trades on the Nasdaq Stock Market under the symbol ACMTA.
The Common Stock trades on the over-the-counter market under the symbol "ACMT".
The following table sets forth the quarterly high and low closing prices of the
Company's Common Stock and Class A Stock as reported by Nasdaq.
2003 2002
HIGH LOW HIGH LOW
COMMON STOCK
1st Quarter 10.55 10.30 19.00 19.00
2nd Quarter 10.38 9.50 19.00 13.00
3rd Quarter 10.65 10.35 14.25 10.05
4th Quarter 11.75 10.65 10.55 10.05
CLASS A STOCK
1st Quarter 10.31 8.07 9.65 7.55
2nd Quarter 9.35 7.76 11.99 9.41
3rd Quarter 12.78 9.20 10.20 7.76
4th Quarter 12.62 11.34 10.35 8.24
No dividends have been paid in the past five years and there is no intention of
paying dividends in the near future.
As of March 1, 2004 there were approximately 150 holders of record of the Common
Stock and approximately 194 holders of record of the Class A Stock. The Company
believes that there are additional beneficial owners of the Common Stock and the
Class A Stock and that, as of such date, including both record holders and
additional beneficial owners, there were approximately 351 shareholders of the
Common Stock and approximately 564 shareholders of the Class A Stock.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant had duly caused this Amendment No. 1 to Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
ACMAT CORPORATION
Dated: October 19, 2004 By: /s/ Henry W. Nozko
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Henry W. Nozko, Jr., President
and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit 31.1 Certification of Henry W. Nozko, Jr., Chief Executive Officer of
the Company, as required by Section 302 of the Sarbanes-Oxley
Act of 2002.
Exhibit 31.2 Certification of Michael P. Cifone, Chief Financial Officer of
the Company, as required by Section 302 of the Sarbanes-Oxley
Act of 2002.
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