SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 26, 2001 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 1-4415 PARK ELECTROCHEMICAL CORP. (Exact Name of Registrant as Specified in Its Charter) New York 11-1734643 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5 Dakota Drive, Lake Success, N.Y. 11042 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (516) 354-4100 Not Applicable ------------------------------------------------------ (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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[ } APPLICABLE ONLY TO ISSERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes { } No { } APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 19,407,302 as of October 5, 2001. PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION: Number Item 1. Financial Statements Condensed Consolidated Balance Sheets August 26, 2001 (Unaudited) and February 25, 2001 3 Consolidated Statements of Operations 13 weeks and 26 weeks ended August 26, 2001 and August 27, 2000 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows 26 weeks ended August 26, 2001 and August 27, 2000 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Factors That May Affect Future Results 12 Item 3. Quantitive and Qualitative Disclosures About Market Risk 12 PART II. OTHER INFORMATION: Item 1. Legal Proceedings 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) <TABLE> <CAPTION> August 26, 2001 February 25, (Unaudited) 2001* <s> <c> <c> ASSETS Current assets: Cash and cash equivalents $141,986 $123,726 Marketable securities 13,811 32,017 Accounts receivable, net 32,517 71,105 Inventories (Note 2) 17,096 32,307 Prepaid expenses and other current assets 10,348 9,456 Total current assets 215,758 268,611 Property, plant and equipment, net 153,685 159,309 Other assets 946 2,661 Total $370,389 $430,581 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 16,468 $ 29,481 Accrued liabilities 26,343 39,052 Income taxes payable - 11,567 Total current liabilities 42,811 80,100 Long-term debt (Note 3) - 97,672 Deferred income taxes 13,589 12,679 Deferred pension liability and other 11,267 11,224 Stockholders' equity: Common stock 2,037 2,037 Additional paid-in capital 130,249 57,318 Retained earnings 182,433 203,150 Treasury stock, at cost (6,128) (27,835) Accumulated other non-owner changes (5,869) (5,764) Total stockholders' equity 302,722 228,906 Total $370,389 $430,581 <FN> *The balance sheet at February 25, 2001 has been derived from the audited financial statements at that date. </TABLE> <TABLE> PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) <CAPTION> 13 Weeks Ended 26 Weeks Ended (Unaudited) (Unaudited) August 26, August 27, August 26, August 27, 2001 2000 2001 2000 <s> <c> <c> <c> <c> Net sales $ 51,743 $129,902 $120,845 $250,061 Cost of sales 50,321 101,509 116,157 197,973 Gross profit 1,422 28,393 4,688 52,088 Selling, general and administrative expenses 8,428 12,572 17,920 24,499 Loss on sale of NTI and closure of related support facility (Note 4) - - 15,707 - Other severance costs - - 681 - (Loss)/income from operations (7,006) 15,821 (29,620) 27,589 Other income/(expense): Interest and other income, net 1,607 2,055 3,347 3,864 Interest expense - (1,402) - (2,804) Total other income 1,607 653 3,347 1,060 (Loss)/earnings before income taxes (5,399) 16,474 (26,273) 28,649 Income tax (benefit)/provision (1,620) 4,819 (7,882) 8,165 Net (loss)/earnings $ (3,779) $ 11,655_ $(18,391) $ 20,484 (Loss)/earnings per share (Note 5): Basic $ (.19) $ .73 $ (.94) $ 1.29 Diluted $ (.19) $ .63 $ (.94) $ 1.13 Weighted average number of common and common equivalent shares outstanding: Basic 19,545 15,882 19,482 15,870 Diluted 19,545 19,939 19,482 19,771 Dividends per share $ .06 $ .05 $ .12 $ .11 </TABLE> <TABLE> PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) <CAPTION> 26 Weeks Ended (Unaudited) August 26, August 27, 2001 2000 <s> <c> <c> Cash flows from operating activities: Net (loss) earnings $(18,391) $20,484 Depreciation and amortization 8,391 8,201 Loss on sale of fixed assets 10,636 - Impairment of fixed assets 2,058 - Change in operating assets and liabilities 16,040 6,267 Net cash provided by operating $ 18,734 $34,952 activities Cash flows from investing activities: Purchases of property, plant and equipment, net (15,425) (19,702) Purchases of marketable securities - (67,659) Proceeds from sales and maturities of marketable securities 18,022 47,036 Net cash provided/(used) by investing activities 2,597 (40,325) Cash flows from financing activities: Redemption of long-term debt (Note3) (1,738) - Dividends paid (2,326) (1,676) Proceeds from exercise of stock options 617 447 Net cash used in financing activities (3,447) (1,229) Increase/(decrease) in cash and cash equivalents before exchange rate changes 17,884 (6,602) Effect of exchange rate changes on cash and cash equivalents 376 (1,511) Increase/(decrease) in cash and cash equivalents 18,260 (8,113) Cash and cash equivalents, beginning of period 123,726 53,153 Cash and cash equivalents, end of period $141,986 $45,040 Supplemental cash flow information: Cash paid during the period for: Interest - $ 2,750 Income taxes $ 4,875 3,739 </TABLE> PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheet as of August 26, 2001, the consolidated statements of operations for the 13 weeks and 26 weeks ended August 26, 2001 and August 27, 2000, and the condensed consolidated statements of cash flows for the 26 weeks then ended have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at August 26, 2001, and the results of operations and cash flows for all periods presented, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 2001. <TABLE> 2. INVENTORIES Inventories consisted of the following: <CAPTION> (Amounts in thousands) August 26, February 25, 2001 2001 <s> <c> <c> Raw materials $ 9,058 $14,988 Work-in-process 2,822 5,075 Finished goods 4,512 11,319 Manufacturing supplies 704 925 $17,096 $32,307 </TABLE> 3. LONG-TERM DEBT On March 1, 2001, $95,934,000 principal amount of the Company's 5.5% Convertible Subordinated Notes due March 1, 2006 was converted into 3,410,908 shares of the Company's common stock, and the remaining $1,738,000 principal amount of the Notes was redeemed by the Company on March 2, 2001 for cash. 4. SALE OF NELCO TECHNOLOGY, INC. On April 27, 2001, the Company sold the assets and business of its wholly owned subsidiary, Nelco Technology, Inc. ("NTI"), to Dynamic Details Incorporated, Arizona, a wholly owned subsidiary of DDi Corp. NTI was a manufacturer of semi- finished printed circuit boards, commonly known as mass lamination. The Company recorded a charge of $15,707,000 in its fiscal 2002 first quarter in connection with this sale and the closure of a related support facility. At August 26, 2001, there was $745,000 of accrued liabilities remaining related to this sale and closure. <TABLE> 5. EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share for the periods specified (amounts in thousands, except per share amounts): <caption> 13 weeks ended 26 weeks ended August 26, August August August 2001 27, 26, 27, 2000 2001 2000 <s> <c> <c> <c> <c> Net (loss)/income for $(3,779) $11,655 $(18,391) $ 20,484 basic EPS Add interest on 5.5% Convertible Subordinated - 911 - 1,823 Notes, net of taxes Net (loss)/income for $(3,779) $12,566 $(18,391) $22,307 diluted EPS Weighted average common shares outstanding for basic EPS 19,545 15,882 19,482 15,870 Net effect of dilutive options * 503 * 347 Assumed conversion of 5.5% Convertible Subordinated Notes - 3,554 - 3,554 Weighted averages shares outstanding for diluted 19,545 19,939 19,482 19,771 EPS Basic (loss)/earnings $ (.19) $ .73 $ (.94) $ 1.29 per share Diluted (loss)/earnings $ (.19) $ .63 $ (.94) $ 1.13 per share <FN> *For the 13 weeks and 26 weeks ended August 26, 2001, the effect of employee stock options was not considered because it was anti-dilutive. </TABLE> 6. BUSINESS SEGMENTS The Company's specialty adhesive tape and film business, advanced composite materials business and plumbing hardware business were previously aggregated into the engineered materials and plumbing hardware segment. During fiscal 2001, the Company closed and liquidated its plumbing hardware business. In fiscal 2001, 2000 and 1999, the specialty adhesive tape, advanced composite materials and plumbing hardware businesses comprised less than 10% of the Company's consolidated revenues and assets, and therefore, the Company considers itself to operate in one business segment. The Company's electronic materials products are marketed primarily to leading independent printed circuit board fabricators, electronic manufacturing service companies, electronic contract manufacturers and, to a lesser extent, major electronic original equipment manufacturers ("OEMs") located throughout North America, Europe and Asia. The Company's specialty adhesive tape and advanced composite materials customers, the majority of which are located in the United States, include OEMs, independent firms and distributors in the electronics, aerospace and industrial industries. Sales are attributed to geographic region based upon the region from which the materials were shipped to the customer. Sales between geographic regions were not significant. Financial information concerning the Company's operations by geographic area follows (amounts in thousands): <TABLE> <CAPTION> 13 weeks ended 26 weeks ended August August August August 26, 27, 26, 27, 2001 2000 2001 2000 <s> <c> <c> <c> <c> Sales: North America $ 29,698 $ 78,489 $ 71,157 $150,958 Europe 13,300 30,977 30,281 60,244 Asia __ 8,745 __20,436 __19,407 __38,859 Total sales $ 51,743 $129,902 $120,845 $250,061 </TABLE> <TABLE> <CAPTION> August 26, August 27, 2001 2000 <s> <c> <c> Assets North America $201,994 $244,497 Europe 64,929 70,652 Asia 103,466 85,017 Total assets $370,389 $400,166 </TABLE> 7. COMPREHENSIVE (LOSS) INCOME Total comprehensive (loss) income for the 13 weeks ended August 26, 2001 and August 27, 2000 was $(1,937,000) and $10,579,000, respectively. Total comprehensive (loss) income for the 26 weeks ended August 26, 2001 and August 27, 2000 was $(18,496,000) and $16,934,000, respectively. Comprehensive (loss) income consisted primarily of net (loss) income and foreign currency translation adjustments. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Park is a leading global designer and producer of advanced electronic materials used to fabricate complex multilayer printed circuit boards and other electronic interconnect systems. The Company's customers include leading independent printed circuit board fabricators, electronic manufacturing service companies, electronic contract manufacturers and major electronic original equipment manufacturers in the computer, telecommunications, transportation, aerospace and instrumentation industries. The Company's sales declined dramatically in the three-month and six-month periods ended August 26, 2001, with steep declines in sales by the Company's North American, European and Asian operations. The earnings growth that the Company achieved during its 2001 and 2000 fiscal years halted in the 2002 fiscal year first half as a result of a severe downturn in the global electronics industry. Three and Six Months Ended August 26, 2001 Compared with Three and Six Months Ended August 27, 2000 The Company experienced a sharp decline in its results of operations for the three-month and six-month periods ended August 26, 2001 as the North American, European and Asian markets for sophisticated printed circuit materials experienced severe downturns during the 2002 fiscal year first half. In addition, the Company incurred a non-recurring, pre-tax charge of $15.7 million during the 2002 fiscal year first quarter in connection with the sale of the assets and business of Nelco Technology, Inc. ("NTI"), the Company's wholly owned subsidiary that manufactured semi-finished printed circuit boards, commonly known as mass lamination, in Tempe, Arizona, and the closure of a related support facility in Arizona. NTI formerly supplied Delco Electronics Corporation with semi-finished printed circuit boards. The Company also incurred pre-tax severance charges of $0.7 million during the 2002 fiscal year first quarter related to the layoff of employees at the Company's continuing operations. Results of Operations Net Sales for the three-month and six-month periods ended August 26, 2001 declined 60% to $51.7 million and 52% to $120.8 million, respectively, from $129.9 million and $250.1 million for last fiscal year's comparable periods. These decreases in net sales were the result of lower unit volumes of materials shipped. The Company's foreign operations accounted for $22.0 million and $49.7 million, respectively, of sales, or 43% and 41% of the Company's total sales worldwide, during the three-month and six- month periods ended August 26, 2001 compared with $51.4 million and $99.1 million, respectively, of sales, or 40% of total sales worldwide, during last fiscal year's comparable periods. Net sales by the Company's foreign operations during the three-month and six- month periods ended August 26, 2001 declined 57% and 50%, respectively, from the 2001 fiscal year comparable periods. The declines in sales by foreign operations were due to decreases in sales in both Asia and Europe. The gross margins for the Company's worldwide operations were 2.7% and 3.9%, respectively, during the three-month and six-month periods ended August 26, 2001 compared with 21.9% and 20.8%, respectively, for last fiscal year's comparable periods. The deteriorations in the gross margins were attributable to the significant declines in sales volumes compared with last fiscal year's comparable periods. Although the Company's cost of sales decreased significantly as a result of lower production volumes and cost reduction measures implemented by the Company, including significant employee lay-offs and annual salary increase deferrals, the declines in sales and production volumes resulted in lower volumes to absorb overhead costs and, consequently, increases in the costs of sales as percentages of net sales in the three-month and six-month periods ended August 26, 2001. Although selling, general and administrative expenses declined by $4.1 million and $6.6 million, respectively, or by 33% and 27%, during the three-month period and six month period, respectively, ended August 26, 2001 compared with last year's comparable period, these expenses, measured as a percentage of sales, were 16.2% and 14.8% during the three-month period and six- month period, respectively, ended August 26, 2001 compared with 9.7% and 9.8%, respectively, during last fiscal year's comparable periods. The increases in the selling, general and administrative expenses as percentages of sales in the 2002 fiscal year periods resulted from proportionately lower sales compared to the comparable periods during the last fiscal year. For the reasons set forth above, income from operations for the three-month period ended August 26, 2001 declined to a loss of $7.0 million from a profit of $15.8 million for last fiscal year's comparable period, and income from operations, including the non- recurring, pre-tax charges described above, related to the sale of NTI and the closure of a related support facility and severance for the lay-off of employees at the Company's continuing operations, declined to a loss of $29.6 million for the six-month period ended August 26,2001 from a profit of $27.6 million for last year's comparable period. Interest and other income, principally investment income, was $1.6 million and $3.3 million, respectively, for the three-month and six-month periods ended August 26, 2001 compared with $2.1 million and $3.9 million, respectively, for last fiscal year's comparable periods. The decreases in investment income were attributable to decreases in prevailing interest rates. The Company's investments were primarily short-term taxable instruments. The Company incurred no interest expense for the three-month and six-month periods ended August 26, 2001 compared with $1.4 million and $2.8 million, respectively, during last fiscal year's comparable periods. The Company's interest expense was related primarily to its $100 million principal amount of 5.5% Convertible Subordinated Notes due 2006 issued in 1996, $2,328,000 principal amount of which was converted into 82,750 shares of the Company's common stock prior to February 25,2001, the end of the Company's 2001 fiscal year, $95,934,000 of which was converted into 3,410,908 shares of the Company's common stock on March 1, 2001, and $1,738,000 of which was redeemed by the Company for cash on March 2, 2001. The Company's effective income tax rate for the three-month period ended August 26, 2001 was 30.0% compared with 29.3% for the three-month period ended August 27, 2000, and the Company's effective income tax rate for the six-month period ended August 26, 2001 was 30.0% compared with 28.5% for last fiscal year's comparable period. The increases in the effective tax rates were primarily the results of changes in the Company's income mix among the tax jurisdictions in which the Company does business. Net earnings for the three-month period ended August 26, 2001 declined to a net loss of $3.8 million from a profit of $11.7 million for last fiscal year's comparable period. For the six- month period ended August 26, 2001, net earnings, including the non-recurring, pre-tax charges, described above, related to the sale of NTI and the closure of a related support facility and severance for the lay-off of employees at the Company's continuing operations declined to a net loss of $18.4 million from a profit of $20.5 million for last fiscal year's comparable period. Basic and diluted earnings per share decreased from $0.73 to $0.63, respectively, for the three-month period ended August 27, 2000 to a loss of $0.19 for the three-month period ended August 26, 2001, and basic and diluted earnings per share decreased from $1.29 and $1.13, respectively, for the six-month period ended August 27, 2000 to a loss of $0.94 including the non-recurring, pre-tax charges for the six-month period ended August 26, 2001. Liquidity and Capital Resources: At August 26, 2001, the Company's cash and temporary investments were $155.8 million compared with $155.7 million at February 25, 2001, the end of the Company's 2001 fiscal year. The Company's working capital was $172.9 million at August 26, 2001 compared with $188.5 million at February 25, 2001. The decrease in working capital at August 26, 2001 compared with February 25, 2001 was due principally to significantly lower accounts receivable and inventories, offset in part by lower current liabilities. The lower accounts receivable, inventories and current liabilities were the result of the severe contractions in the Company's business and operations during the 2002 fiscal year first half. The Company's current ratio (the rate of current assets to current liabilities) was 5.0 to 1 at August 26, 2001 and 3.4 to 1 at February 25, 2001. During the six-months ended August 26, 2001, cash used in the Company's operations, before depreciation and amortization and before non-cash losses related to the sale and impairment of fixed assets, of $2.4 million was offset by a significant net reduction in working capital items, resulting in $18.7 million of cash provided from operating activities. During the same six-month period, the Company expended $18.4 million for the purchase of property, plant and equipment. Net expenditures for property, plant and equipment were $51.8 million in the 2001 fiscal year and $27.7 million in the 2000 fiscal year. During its 2000 fiscal year, the Company commenced significant expansions of its electronic materials manufacturing facilities in California and New York, which it expects to complete in its 2002 fiscal year; and during the 2001 fiscal year, the Company commenced a significant expansion of its higher technology product line manufacturing facility in Arizona, which was completed in the 2002 fiscal year first quarter. At August 26, 2001, the Company had no long-term debt. The Company believes its financial resources will be sufficient, for the foreseeable future, to provide for continued investment in property, plant and equipment and for general corporate purposes. Such resources would also be available for appropriate acquisitions and other expansions of the Company's business. Environmental Matters: In the six-month periods ended August 26, 2001 and August 27, 2000, the Company charged less than $0.1 million against pretax income for environmental remedial response and voluntary cleanup costs (including legal fees). While annual expenditures have generally been constant from year to year and may increase over time, the Company expects it will be able to fund such expenditures available cash. The timing of expenditures depends on a number of factors, including regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. At August 26, 2001 and February 25, 2001, the recorded liability in accrued liabilities for environmental matters was approximately $4.4 million. Management does not expect that environmental matters will have a material adverse effect on the liquidity, capital resources, business, consolidated results of operations or consolidated financial position of the Company. Factors That May Affect Future Results. Certain portions of this Report which do not relate to historical financial information may be deemed to constitute forward-looking statements that are subject to various factors which could cause actual results to differ materially from Park's expectations or from results which might be projected, forecast, estimated or budgeted by the Company in forward-looking statements. Such factors include, but are not limited to, general conditions in the electronics industry, the Company's competitive position, the status of the Company's relationships with its customers, economic conditions in international markets, the cost and availability of utilities, and the various factors set forth under the caption "Factors That May Affect Future Results" after Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 2001. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company is exposed to market risks for changes in foreign currency exchange rates and interest rates. The Company's primary foreign currency exchange exposure relates to the translation of the financial statements of foreign subsidiaries using currencies other than the U.S. dollar as their functional currency. The Company does not believe that a 10% fluctuation in foreign exchange rates would have had a material impact on its consolidated results of operations or consolidated financial position. The exposure to market risks for changes in interest rates relates to the Company's short-term investment portfolio. This investment portfolio is managed by outside professional managers in accordance with guidelines issued by the Company. These guidelines are designed to establish a high quality fixed income portfolio of government and highly rated corporate debt securities with a maximum weighted average maturity of less than one year. The Company does not use derivative financial instruments in its investment portfolio. Based on the average maturity of the investment portfolio at the end of the 2001 fiscal year and at August 26, 2001, a 10% increase in short term interest rates would not have had a material impact on the consolidated results of operations or consolidated financial position of the Company. PART II. OTHER INFORMATION Item 1. Legal Proceedings. In May 1998, the Company and its Nelco Technology, Inc. ("NTI") subsidiary in Arizona filed a complaint against Delco Electronics Corporation and the Delphi Automotive Systems unit of General Motors Corp. in the United States District Court for the District of Arizona. The complaint alleged, among other things, that Delco breached its contract to purchase semi-finished multilayer printed circuit boards from NTI and that Delphi interfered with NTI's contract with Delco, that Delco breached the covenant of good faith and fair dealing implied in the contract, that Delco engaged in negligent misrepresentation and that Delco fraudulently induced NTI to enter into the contract. The Company and NTI sought substantial compensatory and punitive damages. On November 28, 2000, after a five day trial in Phoenix, Arizona, a jury awarded damages to NTI in the amount of $32,280,000, and on December 12, 2000 the judge in the United States District Court entered judgment for NTI on its claim of breach of the implied covenant of good faith and fair dealing with damages in the amount of $32,280,000. Both parties filed motions for post-judgment relief and a new trial, all of which the judge denied, and both parties have filed notices to appeal the decision to the United States Court of Appeals for the Ninth Circuit in San Francisco. In March 1998, the Company had been informed by Delco Electronics that Delco planned to close its printed circuit board fabrication plant and exit the printed circuit board manufacturing business. As a result, the Company's sales to Delco declined significantly during the three-month period ended May 31, 1998, were negligible during the three-month period ended August 30, 1998, have been nil since that time and are expected to be nil in future periods. During the Company's 1999 fiscal year first quarter and during its 1998 fiscal year and for several years prior thereto, more than 10% of the Company's total sales were to Delco Electronics Corporation; and the Company had been Delco's principal supplier of semi-finished multilayer printed circuit board materials for more than ten years. These materials were used by Delco to produce finished multilayer printed circuit boards. See "Factors That May Affect Future Results" after Item 2 of Part I of this Report. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: None (b) No reports on Form 8-K have been filed during the fiscal quarter ended August 26, 2001. SIGNATURES Pursuant to the requirements 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. Park Electrochemical Corp. -------------------------- (Registrant) /s/Brian E. Shore Date: October 8, 2001 -------------------------- ---- Brian E. Shore President and Chief Executive Officer /s/Murray O. Stamer Date: October 8, 2001 -------------------------- ---- Murray O. Stamer Senior Vice President, Finance Principal Financial Officer