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In designing disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: In addition, as disclosed in the Company’s Form 10-Q for the period ended January 31, 2022, on November 5, 2021, the Company experienced a criminal network cyber attack that led to a disruption of its domestic operations, including manufacturing, engineering, administration, and sales operations.
−Removed: The Company engaged a leading cybersecurity firm to perform a forensic investigation of this attack and, as a result of the investigation, identified a deficiency in its logical access control over its IT systems.
−Removed: As of April 30, 2022, management has concluded, through testing, that remediation has been completed and these controls are operating effectively.
Management's Report on Internal Control Over Financial Reporting
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Other Information
−Removed: On June 27, 2022, the Company terminated the Credit and Security Agreement, dated as of May 6, 2013, as amended (the "Credit Agreement"), between the Company and Wells Fargo Bank, National Association.
−Removed: The Credit Agreement provided for a line of credit of up to $3.0 million, subject to reduction as provided therein.
−Removed: The Credit Agreement was scheduled to mature on June 30, 2022.
−Removed: At the time of termination, there were no borrowings under the Credit Agreement, and the Company will not incur any material termination penalties as a result of such termination.
−Removed: In connection with the termination of the Credit Agreement and the repayment in full of all outstanding amounts owed thereunder, all related liens and security interests securing the Company's obligations under the Credit Agreement were terminated and released.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Katz School of Business.
−Removed: Prior to joining the Company, from 2017 to 2019, he served as Vice President, Financial Planning & Analysis of Victra, a retailer of wireless products and services, and a portfolio company of private equity firm Lone Star Funds.
−Removed: During 2017, he served as the Chief Financial Officer of Component Sourcing International, a provider of global sourcing supply chain solutions, and a portfolio company of Argosy private equity.
+Added: Prior to joining the Company, from 2017 to 2019, he served as Vice President, Financial Planning & Analysis of Victra, a privately held retailer of wireless products and services.
+Added: During 2017, he served as the Chief Financial Officer of Component Sourcing International, a privately held provider of global sourcing supply chain solutions.
From February 2016 to June 2017, Mr.
−Removed: Gardner worked for Dollar Express Stores, LLC, an operator of discount retail stores, serving in various financial leadership roles, most recently as Vice President and Treasurer.
+Added: Gardner served in various leadership roles for Dollar Express Stores, LLC, most recently as Vice President and Treasurer.
+Added: Dollar Express was an operator of discount retail stores that was sold to a strategic buyer in 2017.
+Added: Gardner was a key member of the leadership team that completed the transaction and full wind down of the Company.
From 2012 to February 2016, he worked at ATI Specialty Materials, a manufacturer of technically advanced specialty materials and complex components, serving in various financial leadership roles.
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He was with General Motors, Lansing, Michigan from 1998 to 2004 in many management roles, the most recent being Manufacturing Coordinator - General Assembly - Final Process.
−Removed: Boopathy Sathyamurthy joined the Company in 2000 as General Manager of India Operations and Kewaunee Labway India Pvt.
+Added: Bhoopathy Sathyamurthy joined the Company in 2000 as General Manager of India Operations and Kewaunee Labway India Pvt.
He was subsequently promoted to Managing Director of Kewaunee Labway India Pvt.
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A copy of our code of ethics that applies to our Chief Executive Officer and Chief Financial Officer, entitled "Ethics Obligations for Chief Executive Officer and Employees with Financial Reporting Responsibilities," is available free of charge through our website at www.kewaunee.com .
+Added: The reference to our website does not constitute incorporation by reference of any information contained at that site.
Audit Committee
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Delinquent Section 16(a) Reports
−Removed: The information appearing in the section entitled "Delinquent Section 16(a) Reports" in our Proxy Statement is incorporated herein by reference.
+Added: The information appearing in the section entitled "Delinquent Section 16(a) Reports" in our Proxy Statement, if applicable, is incorporated herein by reference.
Executive Compensation
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10.34A* First Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective January 1, 2020)
+Added: 10.34B* Second Amendment to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation effective May 15, 2023
10.51* Amended and Restated 2008 Key Employee Stock Option Plan effective August 26, 2015
−Removed: 10.58* Kewaunee Scientific Corporation 2010 Stock Option Plan for Directors
−Removed: 10.61 Credit and Security Agreement dated as of May 6, 2013 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation including the forms of notes executed thereunder
−Removed: 10.61A First Amendment to Credit and Security Agreement dated July 9, 2013
−Removed: 10.61B Second Amendment to Credit and Security Agreement dated June 10, 2014
−Removed: 10.61C Third Amendment to Credit and Security Agreement and First Amendment to Revolving Line of Credit Note dated as of June 3, 2015
−Removed: 10.61D Fourth Amendment to Credit and Security Agreement and Second Amendment to Revolving Line of Credit Note dated as of March 12, 2018
−Removed: 10.61E Fifth Amendment to Credit and Security Agreement dated as of April 22, 2019
−Removed: 10.61F Sixth Amendment to Credit and Security Agreement dated as of May 28, 2019.
−Removed: 10.61G Seventh Amendment to Credit and Security Agreement and Third Amendment to Revolving Line of Credit Note dated as of July 9, 2019.
−Removed: 10.61H Credit and Security Agreement Default Waiver Letter dated as of June 19, 2019 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation.
−Removed: 10.61I Security Agreement dated as of June 19, 2019 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation.
−Removed: 10.61J Eighth Amendment to Credit and Security Agreement and Fourth Amendment to Revolving Line of Credit Note dated as of December 13, 2019
−Removed: 10.61K Ninth Amendment to Credit and Security Agreement, Fifth Amendment to Revolving Line of Credit Note and Waive r dated as of July 20, 2020
−Removed: 10.61L Tenth Amendment to Credit and Security Agreement and Sixth Amendment to Revolving Line of Credit Note dated as of January 28, 2021
−Removed: 10.61M Eleventh Amendment to Credit and Security Agreement and Seventh Amendment to Revolving Line of Credit Note dated as of April 27, 2021
−Removed: 10.61N Twelfth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of July 30, 2021
−Removed: 10.61O Thirteenth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of March 11, 2022
−Removed: 10.61P Fourteenth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of April 29, 2022
−Removed: 10.61Q Fifteenth Amendment to Credit and Security Agreement and Eighth Amendment to Revolving Line of Credit Note dated as of May 27, 2022
+Added: 10.61 Credit and Security Agreement, dated as of December 19, 2022, by and among Kewaunee Scientific Corporation, Mid Cap Funding IV Trust, as agent, and the lenders from time to time party thereto
10.62 Agreement for Purchase and Sale of Real Property dated as of December 22, 2021 between CAI Investments Sub Series 100, LLC and Kewaunee Scientific Corporation
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10.75* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Donald T.
−Removed: 10.76* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Michael D.
10.77* Change of Control Employment Agreement dated as of June 18, 2019 between Kewaunee Scientific Corporation and Elizabeth D.
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21.1 Subsidiaries of the Company
−Removed: 23.1 Consent dated July 1 , 202 2 of FORVIS, LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 4 2 of this Report on Form 10-K)
+Added: 23.1 Consent dated Ju ne 30 , 202 3 of FORVIS, LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 42 of this Report on Form 10-K)
31.1 Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
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0-5286) for the quarterly period ended October 31, 2005, and incorporated herein by reference.
−Removed: (3) Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 25, 2010 (Commission File No.
−Removed: 0-5286) filed on July 23, 2010, and incorporated herein by reference.
(3) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No.
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(4) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
−Removed: 0-5286) filed on May 9, 2013, and incorporated herein by reference.
−Removed: (6) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
−Removed: 0-5286) filed on July 11, 2013, and incorporated herein by reference.
−Removed: (7) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.
−Removed: 0-5286) for the fiscal year ended April 30, 2014, and incorporated herein by reference.
−Removed: (8) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
0-5286) filed on September 2, 2014, and incorporated herein by reference.
−Removed: (9) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
−Removed: 0-5286) filed on June 3, 2015, and incorporated herein by reference.
(5) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.
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0-5286) for the quarterly period ended January 31, 2018, and incorporated herein by reference.
−Removed: (17) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
−Removed: 0-5286) filed on March 16, 2018, and incorporated herein by reference.
(12) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.
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0-5286) for the quarterly period ended October 31, 2019, and incorporated herein by reference.
−Removed: (23) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
−Removed: 0-5286) filed on December 16, 2019, and incorporated herein by reference.
(17) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No.
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0-5286) for the fiscal year ended April 30, 2020, and incorporated herein by reference.
−Removed: (27) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No.
−Removed: 0-5286) for the quarterly period ended January 31, 2021, and incorporated herein by reference.
−Removed: (28) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No.
−Removed: 0-5286) for the fiscal year ended April 30, 2021, and incorporated herein by reference.
(20) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File 0-5286) for the quarterly period ended January 31, 2022, and incorporated herein by reference.
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0-5286) filed on March 30, 2022, and incorporated herein by reference.
−Removed: (31) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File 0-5286) for the quarterly period ended July 31, 2021, and incorporated herein by reference.
+Added: (22) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No.
+Added: 0-5286) filed on December 19, 2022, and incorporated herein by reference.
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.
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President and Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on July 1, 2022.
+Added: June 30, 2023
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on June 30, 2023.
(i) Principal Executive Officer
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.