Edgar Filing: VALLEY FORGE SCIENTIFIC CORP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended September 30, 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: 001-10382

VALLEY FORGE SCIENTIFIC CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

PENNSYLVANIA 23-2131580
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

136 Green Tree Road, Oaks, Pennsylvania 19456
(Address of principal executive offices and zip code)
Telephone: (610) 666-7500
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on which Registered
------------------- -------------------

Common Stock, no par value Boston 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.

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 Exchange Act Rule 12b-2).

Yes [ ] No [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant, computed by reference to the closing bid and ask prices as reported
by the Nasdaq system on December 11, 2003 was $10,830,388.

At December 9, 2003 there were 7,913,712 shares of the Registrant's Common Stock
outstanding.

PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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The directors and executive officers of the Company are as follows:

Name Age Position(s)
---- --- -----------
Jerry L. Malis 71 Chairman of the Board, Chief Executive Officer
and President
Leonard I. Malis 84 Director
Bruce A. Murray 67 Director
Robert H. Dick 60 Director
Louis Uchitel 78 Director
Marguerite Ritchie 65 Vice President-Operations, Secretary
Michael Ritchie 40 Vice President-General Manager, Treasurer

Each executive officer serves at the pleasure of the Board of
Directors. Members of the Board of Directors are elected annually by the
stockholders of the Company.

BIOGRAPHICAL INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

Jerry L. Malis, has served as Chief Executive Officer, President or
Vice-President and a Director of the Company since its inception in March 1980.
As of June 30, 1989, Mr. Malis was elected as Chairman of the Board of the
Company. He has published over fifty articles in the biological science,
electronics and engineering fields, and has been issued twelve United States
patents. Mr. Malis coordinates and supervises the development, engineering and
manufacturing of the Company's products and is in charge of the daily business
operations of the Company. He devotes substantially all his business time to the
business of the Company.

Leonard I. Malis, M.D., a consultant to the Company since its inception
in March 1980, has been a director since June 30, 1989. Dr. Malis was Professor
and Chairman of the Department of Neurosurgery at Mount Sinai School of
Medicine, New York, New York, from 1971 until 1993, and is currently Professor
and Chairman Emeritus of the Department of Neurosurgery. Dr. Malis designed and
built the first commercial bipolar coagulator in 1955, and his original units
were the standard in neurosurgery for many years. Dr. Malis has been issued five
United States patents and has designed and trademarked over one hundred
instruments. He has published over one hundred articles in medical journals and
reviews and is the author of a textbook on neurosurgery.

Bruce A. Murray, a member of the audit committee and chairman of the
compensation committee, has been a director of the Company since October 14,
1992. He was a Managing Member of The Change Management Group, LLC, a management
consulting company, and was a Principal of Adair & Murray Associates, Inc., a
management consulting company. Mr. Murray has held positions within the Pfizer
Hospital Products Group, as Director of Engineering-Surgical Products, Corporate
Vice President - Research and Development, and Senior Vice President and
Business Manager - Surgical Products. He has also held senior management
positions with Valleylab, Inc., Picker Corporation Electronics Division, Ball
Brothers Research Corporation and IIT Research Institute. Mr. Murray received
both his B.S. in Engineering and his M.B.A. from the Illinois Institute of
Technology.

Robert H. Dick, a member of the audit committee and the compensation
committee, has been a director of the Company since June 25, 1997. Mr. Dick has
served as President of R.H. Dick & Company since January 1998, which is an
investment banking and management consulting firm based in Ocala, Florida. From
1996 to 1998, Mr. Dick was a partner with Boles, Knop & Company, Inc., an
investment banking firm in Middleburg, Virginia. Prior to that Mr. Dick served
as interim President, Chief Executive Officer and Chief Financial Officer of

Biomagnetic Therapy Systems, Inc. (September 1995 - March 1996) and PharmX, Inc.
(May 1994 - April 1995). Both companies were clients of Boles, Knop & Company.
From 1982 until 1994, Mr. Dick served in various executive roles with Codman &
Shurtleff, Inc., a subsidiary of Johnson & Johnson and a manufacturer of
surgical instruments, implants, equipment and other surgical products. Mr.
Dick's positions with Codman included Director, Vice-President - New Business
Development, Vice President - U.S. Sales and Marketing, and Vice President -
International. Mr. Dick retired from Johnson & Johnson in April 1994. From 1978
to 1982, Mr. Dick was President & Chief Executive Officer of Applied
Fiberoptics, Inc., a company designing, manufacturing and marketing fiberoptic
products for medical and defense applications, and surgical microscopes for
microsurgery. Mr. Dick also serves on the board of Span-America Medical Systems,
Inc., which designs and manufactures wound management products.

Louis Uchitel, chairman of the audit committee and a member of the
compensation committee, has been a director of the Company since June 12, 2001.
He is a certified public accountant and the Secretary and Treasurer of Quaker
State Environmental Equipment, Inc., a lessor of solid waste equipment. Mr.
Uchitel was formerly the Executive Vice President and Chief Financial Officer of
Accurate Industries, Inc.

Marguerite Ritchie, Secretary of the Company, has been employed by the
Company since 1985. In addition to being Secretary of the Company, Ms. Ritchie
is Vice-President of Operations in charge of the Company's production and
regulatory matters. Prior to becoming Vice-President of Operations, she held
several other administrative and operations positions with the Company.

Michael Ritchie, Treasurer of the Company, has been employed by the
Company since 1994. In addition to being the Treasurer of the Company, Mr.
Ritchie is Vice-President-General Manager responsible for financial reporting
and contract administration. Mr. Ritchie has also held positions of General
Manager and Purchasing Manager with the Company. He received a B.S. degree in
accounting from LaSalle University and a B.S. degree in engineering from Drexel
University.

Jerry L. Malis and Dr. Leonard I. Malis are brothers. Michael Ritchie
is the son of Marguerite Ritchie.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company has a standing Audit Committee comprised of three members:
Louis Uchitel, Bruce A. Murray and Robert H. Dick. The Board of Directors has
determined that it has an "audit committee financial expert" serving on its
Audit Committee as defined by Item 401(h) of Regulation S-K. The Company's audit
committee financial expert is Louis Uchitel. Mr. Uchitel is deemed to be
"independent" under applicable rules of Nasdaq.

CODE OF ETHICS

Valley Forge Scientific Corp. has adopted a Code of Ethics and Business
Conduct applicable to its directors, officers (including its Chief Executive
Officer) and employees. A copy of the Code of Ethics and Business Conduct is
filed as Exhibit 14.1 to this Annual Report on Form 10-K and will be available
on the Company's website at http://www.vlfg.com. The Company intends to post on
its website any amendments to, or waivers from, its Code of Ethics promptly
following any such amendment or waiver.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership of, and transactions in, the Company's
securities with the Securities and Exchange Commission and the Nasdaq Stock
Market. Such directors, executive officers and 10% stockholder are also required
to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of reports furnished to the Company, and on
written representations from certain reporting persons, the Company believes
that, with respect to the fiscal year ended September 30, 2003, each director,
executive officer and 10% stockholder of the Company's securities made timely
filings of all reports require by Section 16 of the Exchange Act.

Item 11. EXECUTIVE COMPENSATION.
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SUMMARY COMPENSATION TABLE

Summary Compensation Table. The following table sets forth the
aggregate compensation paid by the Company with respect to the three fiscal
years ended September 30, 2003 to the Company's Chief Executive Officer.

Number of Shares
Name and of Common Stock
Principal Position Fiscal Year Salary Bonus Underlying
Options Granted
--------------------------------------------------------------------------------

Jerry L. Malis, 2003 $220,000 0 --
Chief Executive Officer 2002 199,000 $25,000 --
and President 2001 199,000 0 50,000

Aggregate Fiscal Year End Option Values. The following table sets forth
the value on September 30, 2003 of unexercised options for the Chief Executive
Officer.

Number of Shares of Common Stock
Underlying Unexercised Aggregate Value of Unexercised
Name Options at September 30, 2003 Options at September 30, 2003
---- ----------------------------- ------------------------------

Jerry L. Malis (1) 100,000 $18,750

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(1) On each of June 5, 2000 and October 24, 2002, options to purchase
50,000 shares of Common Stock, which were previously issued to Mr.
Malis, expired in accordance with their terms unexercised. Mr. Malis'
options consist of the following:
- 50,000 shares granted on December 22, 1994 at $2.375 per share,
expiring December 22, 2004, of which 50,000 shares are exercisable;
and
- 50,000 shares granted on December 12, 2000 at $1.125 per share
expiring December 12, 2010, of which 50,000 shares are exercisable.

DIRECTORS' COMPENSATION

The Company's Directors, who are neither employees of the Company or an
immediate family member of an officer of the Company, are paid $750 for each
meeting of the Board of Directors and each meeting of a committee of the Board
of Directors that they attend. In addition, all Directors are entitled to
reimbursement for travel and lodging expenses incurred in connection with their
attendance at meetings.

Non-Employee Directors' Stock Option Plan. The Company has adopted the
2000 Non-Employee Directors' Stock Option Plan which provides that each Director
of the Company who is neither an employee of the Company or an immediate family

member of an officer of the Company, will be granted options to purchase 10,000
shares of the Company's common stock, no par value, ("Common Stock") each year
he is elected, appointed, or re-elected as a Board member. Each non-employee
Director of the Company who served in such position on December 12, 2000, the
effective date of this plan, received a grant of options as of that date. The
exercise price of options granted under this plan is equal to the fair market
value of the common stock on the date of grant. All options granted under this
plan vest upon issuance.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The following table sets forth as of January 15, 2004 certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each of the named executive officers and Directors, (ii) all
executive officers and Directors as a group; and (iii) each person known by the
Company to beneficially own more than 5% of the Company's Common Stock based on
certain filings made under Section 13 of the Exchange Act. All such information
provided by the stockholders who are not executive officers or Directors
reflects their beneficial ownership as of the dates specified in the footnotes
to the table.

Amount of
Name and Address of Beneficial Percentage
Beneficial Owners (1) Ownership Owned
--------------------- --------- -----

(i) Executive Officers and Directors

Jerry L. Malis (2)(3) 1,232,276 15.4%
Dr. Leonard I. Malis (2)(6) 961,242 12.1%
Louis Uchitel (2) (7) 260,000 3.3%
Bruce A. Murray (2)(4) 46,000 *
Robert H. Dick (2)(5) 44,000 *
Marguerite Ritchie (8) 20,650 *
Michael Ritchie (9) 23,000 *

(ii) All Executive Officers and Directors
as a Group (7 persons) 2,587,168 31.6%

(iii) Certain Beneficial Owners

Russell U. Schenkman (10) 651,375 8.2%
Daniel Boyer, Ross L. Campbell,
W. Ward Carey, Phillip N. Hudson and
James I. Steele (11) 781,740 9.9%

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* less than 1%

(1) Except as indicated in the footnotes to this table, the persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) The mailing address of Messrs. Malis, Murray, Dick, Uchitel and Dr.
Malis, directors of the Company, is 136 Green Tree Road, P.O. Box 1179,
Oaks, Pennsylvania 19456-1179.
(3) Includes 100,000 shares issuable to Mr. Malis subject to options
exercisable currently or within 60 days. Also includes 200,000 shares
held in the Malis Family, L.P., a limited partnership in which Jerry L.
Malis is the general partner and possesses voting and investment power.

(4) Represents 46,000 shares issuable to Mr. Murray subject to options
exercisable currently or within 60 days.
(5) Represents 44,000 shares issuable to Mr. Dick subject to options
exercisable currently or within 60 days.
(6) Includes 400,000 shares held in the Leonard and Ruth Malis Family,
L.P., a limited partnership in which Dr. Malis is a general partner and
possesses voting and investment power.
(7) Includes 30,000 shares issuable to Mr. Uchitel subject to options
exercisable currently or within 60 days. Includes 15,000 shares owned
by Mr. Uchitel's daughter for which Mr. Uchitel possesses shared
investment power.
(8) Includes 19,750 shares issuable to Ms. Ritchie, subject to options
exercisable currently or within 60 days.
(9) Represents 23,000 shares issuable to Mr. Ritchie subject to options
exercisable currently or within 60 days.
(10) Russell U. Schenkman is the sole trustee of the Frances W. Gilloway
Marital Trust and the Frances W. Gilloway Residue Trust (the "Trusts"),
which are the record owners of 601,375 shares of the Common Stock and
options to purchase 50,000 shares of Common Stock exercisable currently
or within 60 days. The Trusts were created under the will of Thomas J.
Gilloway to, among other things, own certain shares of the Common Stock
beneficially owned by Mr. Gilloway. Mr. Schenkman in his capacity as
trustee of the Trusts possesses sole voting and investment power with
respect to the shares and therefore is deemed to beneficially own,
under applicable regulations of the Securities and Exchange Commission,
the 651,375 shares owned of record by the Trusts. Mr. Schenkman
disclaims beneficial ownership of all shares owned of record by the
Trusts. The address of Mr. Schenkman is 13 Roszel Road, Princeton, New
Jersey 08540. Based on information set forth in a Schedule 13G filed
under the Exchange Act on January 16, 2002.
(11) These four persons have formed a stockholders' committee and have
agreed to operate as a "group" for purposes of Section 13(d) of the
Exchange Act. The beneficial ownership of each of these persons based
on the information set forth in a Schedule 13D filed under the Exchange
Act on February 22, 2002 is set forth below. Daniel Boyer, whose
address is c/o Boenning & Scattergood, 601 High Street, Pottstown, PA
19464, beneficially owns 317,390 shares, including the following shares
that he shares voting and investment power: 74,390 shares owned by his
wife, Ute Boyer; 75,650 shares owned by his daughter, Kim Boyer; and
55,200 shares owned by his son, Alex Boyer. Ross L. Campbell, whose
address is 675 Lewis Lane, Ambler, PA 19002, beneficially owns 158,100
shares, which includes 12,000 shares held by him as co-trustee for
which he shares voting and investment power and the following shares
for which he shares voting and dispositive power: 15,000 shares owned
by his wife, Marcia W. Campbell; 6,000 shares owned by his daughter,
Jan Campbell; and 6,000 shares owned by his son Ross L. Campbell, Jr.
W. Ward Carey, whose address is 21 E. 66th Street, New York, NY 10021
beneficially owns 113,000 shares, which includes: 7,400 shares as to
which he shares voting and investment power with his wife, Patricia
Carey; 6,000 shares as to which he shares voting and investment power
with his son, Alexander Carey; 16,700 shares as to which he shares
voting and investment power with his daughter, Daphne Carey; and 2,900
shares as to which he shares voting and investment power with his
daughter, Cynthia A. Carey. Phillip N. Hudson, whose address is P.O.
Box 160892, San Antonio, TX 78280, beneficiary owns 140,600 shares.
James I. Steele, whose address is 30982 Clubhouse Lane, Evergreen, CO
80439, beneficially owns 52,650 shares, including the following shares
that he shares voting and investment power: 10,850 shares owned by his
mother, F. Irene Steele; and 4,000 shares owned by his wife, Peggy
Steele.

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EQUITY COMPENSATION PLAN INFORMATION

Number of shares of
common stock available
Number of shares of for future issuance under
common stock to be equity compensation
issued upon exercise of Weighted average plans at September 30,
outstanding options exercise price of 2003 (excluding shares
warrants and rights at outstanding options reflected in the first
Plan Category September 30, 2003 warrants and rights column)
------------- ---------------------- ------------------- ----------------------

Equity compensation plans
approved by security holders 479,850 $2.04 195,500

Equity compensation plans not
approved by security holders 0 0 0
--------- --------- ---------

Total: 479,850 $2.04 195,500
========= ========= =========

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------- ----------------------------------------------

Since the late 1960's, Dr. Leonard I. Malis, one of the Company's
directors, on an individual basis has been a party to consulting and other
agreements with Codman & Shurtleff, Inc., the Company's principal customer.
Since 1983, Dr. Malis has been a party to an agreement with Codman & Shurtleff,
Inc. under which Dr. Malis receives royalty payments for the use of his Malis(R)
trademark on products sold by Codman & Shurtleff, Inc. Dr. Malis has developed
and in the future may develop passive hand instruments for Codman & Shurtleff,
Inc. with no pecuniary benefits to the Company.

The Company has entered into a five year lease commencing on July 1,
2000 for approximately 4,200 square feet of office and warehouse space at a base
monthly rent of $4,716 with GMM Associates, a Pennsylvania general partnership.
Two of the partners of GMM Associates are Jerry L. Malis and Leonard I. Malis,
principal shareholders as well as directors of the Company. The related expense
for this lease for the year ended September 30, 2003 was $59,608. The Company
believes the rental payments reflect fair rental value for the space.

For the year ended September 30, 2003, the Company paid legal fees and
costs in the amount of $85,919 to a law firm in which a son-in-law of Jerry L.
Malis is a partner.

The Company retained R. H. Dick & Company, Inc., an investment banking
and business consulting company, owned by Robert H. Dick, one of the Company's
directors, to perform investment banking and business consulting services. For
the years ended September 30, 2003, 2002 and 2001, the Company incurred
consulting expenses from these services of $10,000, $10,000 and $15,000,
respectively.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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Audit Fees. During fiscal 2003 and 2002, the aggregate fees and
expenses billed for professional services rendered by Samuel Klein and Company
for the audit of the Company's annual financial statements and review of the
Company's quarterly financial statements totaled $81,950 and $83,525,
respectively.

Audit - Related Fees. Samuel Klein and Company did not bill the Company
for any professional services during fiscal 2003 and 2002 that are reasonably
related to the performance of the audit or review of the Company's financial
statements and are not reported under the heading "Audit Fees", above.

Tax Fees. During fiscal 2003 and 2002, the aggregate fees and expenses
billed for professional services rendered by Samuel Klein and Company to the
Company for tax compliance, tax advice and tax planning totaled $4,114 and
$5,000, respectively.

All Other Fees. Samuel Klein and Company did not bill the Company for
any professional services during fiscal 2003 and 2002 other than those reported
under the heading "Audit Fees" and "Tax Fees", above.

Our Audit Committee's policy is to pre-approve all audit and
permissible non-audit services provided by our independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of service.
The independent auditor and management are required to periodically report to
the Audit Committee regarding the extent of services provided by the independent
auditor in accordance with this pre-approval.

Item 15. Exhibits, Financial Statement, Schedules and Reports on Form 8-K.
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c. Exhibits

14.1 Code of Ethics and Business Conduct

SIGNATURES

Pursuant to the requirements of the 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 on this
23rd day of January, 2004.

VALLEY FORGE SCIENTIFIC CORP.

By: /s/ JERRY L. MALIS
--------------------------------
Jerry L. Malis, President

VALLEY FORGE SCIENTIFIC CORP.
FORM 10-K/A
For the year ended September 30, 2003
EXHIBIT INDEX

14.1 Code of Ethics and Business Conduct