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UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended March 31, 2003

For the transition period from                          to                         

Commission file number 000-07438

Acterna Corporation

(Exact name of registrant as specified in its charter)

12410 Milestone Center Drive

Germantown, MD 20876

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (240) 404-1550

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

None

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

Common Stock, par value $0.01 per share

(Title of class)

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  ¨

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes  ¨  No  x

At September 30, 2002 and June 19, 2003, the aggregate market value of the Common Stock of the registrant held by non-affiliates was $10,627,386 and $1,859,793, respectively.

At June 19, 2003, there were 192,282,130 shares of Common Stock of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2003 Annual Meeting of Stockholders are incorporated by reference in Part III.

General

Acterna Corporation (the “Company” or “Acterna”), formerly Dynatech Corporation, was formed in 1959 and is a global communications equipment company focused on network technology solutions. The Company’s operations are conducted by wholly owned subsidiaries located principally in the United States of America and Europe with other operations, primarily sales offices, located in Asia and Latin America.

The Company’s continuing operations are managed in three business segments: communications test, industrial computing and communications, and digital color enhancement systems. The Company also had another segment, Airshow, which was sold on August 9, 2002 (See Note S Discontinued Operations to the Company’s Consolidated Financial Statements dated as of March 31, 2003 and March 31, 2002 and for each of the three years in the period ended March 31, 2003 “Consolidated Financial Statements”) and is therefore, excluded from results of continuing operations for all periods presented through the date of disposition.

The communications test segment develops, manufactures and markets instruments, systems, software and services to test, deploy, manage and optimize communications networks and equipment. The Company offers products that enable testing, installation and maintenance of optical, access, cable and wireless networks and equipment. Its products are used by Network Operators and equipment manufacturers to support voice, data and video services. Industrial computing and communications (“Itronix”) segment provides portable computer products to the ruggedized personal computer market. Digital color enhancement systems are provided by da Vinci Systems, Inc., (“da Vinci”), a wholly owned subsidiary of the Company, and are used in the production of television commercials and programming. da Vinci’s products are sold to post-production and video production professionals and producers of content for the standard- and high-definition television markets.

The Company’s principal offices are located at 12410 Milestone Center Drive, Germantown, Maryland 20876. Unless the context otherwise requires, the “Company” or “Acterna” refers to Acterna Corporation and its subsidiaries. Clayton, Dubilier & Rice Fund V Limited Partnership (“CDR Fund V”) and Clayton, Dubilier & Rice Fund VI Limited Partnership (“CDR Fund VI”), each of which are investment partnerships managed by Clayton, Dubilier & Rice, Inc. (“CDR”), collectively held approximately 80.1% of the Company’s common stock at March 31, 2003.

CHAPTER 11 FILING

On May 6, 2003 (the “Filing Date”), Acterna Corporation and its seven United States subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Filing”). The Chapter 11 cases were consolidated for the administrative purpose of joint administration and were assigned case number 03-12837 (BRL) through 03-12843 (BRL). The Company’s non-U.S. subsidiaries were not included in the Filing.

The Filing was made in response to an ongoing decline in the communications test marketplace which has resulted in significant operating losses and the inability of the Company to perform in accordance with its financial covenants under the Senior Secured Credit Facility, its Senior Subordinated Notes, the Convertible Notes and the Company’s other debt obligations.

Under Chapter 11, the Company is operating its businesses as debtor-in-possession under court protection from its creditors and claimants, and intends to use Chapter 11 to substantially reduce its debt obligations and implement a plan of reorganization. As a debtor-in-possession, the Company may not engage in any transactions outside the ordinary course of business without the approval of the Bankruptcy Court, after notice and an opportunity for a hearing.

The Company concluded that, after evaluating all of its alternatives, a federal court-supervised Chapter 11 filing provides the best forum available to restructure its debt obligations.

As a consequence of the Filing, pending litigation against the Company is generally stayed (subject to certain exceptions in the case of governmental authorities), and no party may take any action to realize its pre-petition claims except pursuant to order of the Bankruptcy Court, including all attempts to collect claims or enforce liens that arose prior to the commencement of the Company’s Filing. Also, the Company may assume or reject pre-petition executory contracts and

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unexpired leases pursuant to section 365 of the Bankruptcy Code, and other parties to executory contracts or unexpired leases being rejected may assert rejection damage claims as permitted thereunder.

The Company intends to address its plan for continued operations and all other pre-petition claims in a plan of reorganization. Prior to the Filing Date, the Company negotiated the salient terms of a plan of reorganization with certain key lenders under the Senior Secured Credit Facility. The Company’s current proposal for the plan of reorganization reflects:

There can be no assurance, however, that the Company’s proposal will be implemented, or that the Company’s creditors will not propose substantial changes to the Company’s proposal.

The Debtors have entered into a debtor-in-possession credit facility (the “DIP” facility) with certain members of its pre-petition bank group, for loans of up to $30 million, which has been approved by the Bankruptcy Court. The DIP facility is a borrowing base facility that fluctuates based on the cash on hand, amount of eligible accounts receivable and inventory of the Debtors. Upon the successful sale of certain non-core assets of the Company, an additional amount under the DIP facility would become available to the Debtors as well. The DIP facility also provides a sub-facility for letters of credit.

The Company’s Filing is further discussed in Item 3 of this Report, and in Note B. Voluntary Bankruptcy Filing to the Company’s Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in Appendix B to this Report.

In addition to general economic, business and market conditions discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company is also subject to other risks and uncertainties, including the following:

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Communications Test Segment

The Company’s communications test segment develops, manufactures and markets a broad range of instruments, systems, software and services used by communications service providers, equipment manufacturers and service users to optimize the development, manufacture, and management of communications networks. The Company’s extensive knowledge of communications technologies, combined with the broad capabilities of its test and management products and services, enable the Company to provide solutions that enable Network Operators to accelerate deployment of new technologies and services, reduce capital expenditures, and reduce operating expenses.

The Company’s test and management systems currently support a wide array of transmission technologies, protocols and standards, including:

The Company markets to three primary groups of customers: communications service providers, communications equipment manufacturers and service users. Communications service providers rely on the Company’s products and services to test and manage network elements and the traffic that runs across them. Equipment manufacturers rely on these products to shorten the product development phase and verify the proper functioning of their products during final assembly and to monitor the performance of their products during installation and maintenance in their customers’ networks. Finally, service users rely on these products to ensure the proper functioning of their communications networks. The instruments, systems, software, and services described below offer solutions to these customer-specific needs.

Instruments. Instruments are devices that perform various communications test and monitoring functions. Designed to be mobile devices, these products assist technicians in assessing the performance of devices and network segments or verifying the integrity of the information being transmitted across the network. These instruments incorporate high levels of intelligence and have user interfaces that are designed to simplify the operation of these products and decrease the training required to use them. The Company currently markets more than 100 instruments, including products to address the performance of optical transmission equipment, broadband access technologies (xDSL and cable modems), data, voice, wireless and cable networks. The Company’s instruments are used by service providers, equipment manufacturers and service users.

Systems. The Company’s systems are test and management devices that reside in its customers’ communication networks. They can be accessed remotely using an intelligent terminal and allow multiple users to simultaneously perform specific communications test and management functions. Typically, these systems consist of hardware and software components that are derived from core instrument products. Using an integrated test and management system, the Company’s customers are able to analyze a variety of network elements, transmission technologies and protocols from a single console, thereby simplifying the process of deploying, provisioning and managing network equipment and services. From a centralized location, technicians in their network operations center can access the test systems within the network and perform simultaneous test and monitoring functions on one or more systems, either manually or in an automated fashion.

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These capabilities decrease the need for technicians to make on-site service calls and allow service providers to respond to potential network faults proactively.

Software. The Company provides both software products and custom software development services. Software products address applications for network capacity management, test operations support systems and workflow solutions. Software services are provided to customize software applications and to interface Acterna software to customer systems.

Services. The Company offers a range of product support and professional services geared to comprehensively address its customers’ requirements. The Company provides repair, calibration and software support services for its products and also provides technical assistance on a global basis for a wide array of test equipment. In addition, the Company offers customers training services that are aimed at both product and technology areas. Project management services are an integral part of the professional service offerings. These professional services are provided in conjunction with system integration projects that include installation and implementation services. The Company provides both product and process consulting to its customers.

Industrial Computing and Communications Segment

Itronix, headquartered in Spokane, WA, is a global provider of mobile, wireless, ruggedized computing solutions, including laptop and handheld computing devices. Itronix also provides a wide range of support services including long-term maintenance contracts, implementation support, and product installation.

Itronix offers a broad product and service line, including computing devices in both semi-rugged and fully-rugged configurations. Itronix products and services are sold worldwide through its direct sales force as well as through resellers and manufacturers representatives.

Digital Color Enhancement Systems Segment

da Vinci, headquartered in Coral Springs, FL., manufactures and sells digital color correction systems used by video post-production and commercial production facilities to correct and enhance color saturation levels in the film post-production process. da Vinci systems are sold worldwide through its direct sales force in the United States, as well as in conjunction with manufacturers of related products.

Manufacturing

The Company manufactures a portion of its products and outsources to third parties a portion of its manufacturing activities, such as the assembly of printed circuit boards, fabrication of mechanical parts and final assembly and test. The Company operates six manufacturing and assembly facilities worldwide which have undergone quality certification processes per ISO 9001.

The components used to build the Company’s products are generally available from a number of suppliers; however, the Company relies on a number of limited-source suppliers for specific components and parts. Although the Company has entered into long-term purchasing contracts with some of these suppliers, the Company cannot assure that these suppliers will be able to meet the Company’s needs or that component shortages will not be experienced. If the Company were required to locate new suppliers or additional sources of supply, the Company could experience a disruption in its operations, an increase in its costs and experience a decline in revenue. Due to the long lead times and exclusive nature of some of the components purchased by its suppliers, the Company is often required to enter into long term commitments with certain of its suppliers.

As a result of the Filing, relationships with the Company’s suppliers may be disrupted which could have a negative impact on operations and the Company’s results of operations.

Competition

The markets for communications test products and services are rapidly evolving and highly competitive. The principal competitive factors affecting the business include:

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The Company believes it competes favorably with respect to the above factors. Its principal competitors in the communications test and management markets include Agilent Technologies, Spirent, Sunrise Telecom, Inc., and Anritsu. The Company also competes with a number of other companies that offer products that address discrete portions of its markets, including EXFO Electro-Optical Engineering, Digital Lightwave, Fluke, NetTest and Trend Communications. Itronix’s competitors include Panasonic, LXE and Handheld Products. da Vinci’s competitors include Mathematical Technologies and Colorfront. Some of these competitors have greater sales, marketing, research and financial resources than the Company. In addition, new competitors with significant market presence and financial resources may enter markets in which the Company competes and reduce the Company’s market share. The Company’s Filing, and the underlying financial issues that led to the Filing, could also hamper its ability to compete.

Customers

The Company markets its communication test products to three primary groups of customers: communications service providers, equipment manufacturers and service users (see Note T. Segment Information and Geographic Areas in the notes to the Consolidated Financial Statements for financial information on the segments).

Communications Service Providers

Communications service providers offer voice, data and video services to end users, enterprises or other service providers. Typically, communications service providers utilize a variety of network equipment and software to originate, transport and terminate communications sessions. Communications service providers rely on the Company’s products and services to test and manage network elements and the traffic that runs across these elements.

The Company’s products and services are sold to Network Operators around the world. This includes inter-exchange carriers, or IXCs; incumbent local exchange carriers, or ILECs; competitive local exchange carriers, or CLECs; internet service providers, or ISPs; integrated communications providers, or ICPs; wireless network operators; cable service providers; international post, telephone and telegraph companies, or PTTs; and other service providers.

Equipment Manufacturers

Communications equipment manufacturers design, develop, install and maintain voice, data and video communications equipment. These products include switches, routers, voice gateways, cellular base stations, cable head-ends, optical access and multiplexing devices and other types of communications systems. Network equipment manufacturers rely on the Company’s products to verify the proper functioning of their products during final assembly and testing. In addition, because communications service providers are choosing to outsource installation and maintenance functions to the equipment manufacturers themselves, equipment manufacturers are increasingly using the Company’s instruments and systems to assess the performance of their products during installation and maintenance of a customer’s network.

Service Users

The Company also sells test and management instruments, systems, and services to large corporate customers, government operators and educational institutions.

Itronix products and services are sold to customers with wireless mobile computing needs in the communication, home and business services, utility, insurance, emergency services, military, and field service markets.

da Vinci systems are sold to video post-production and commercial production facilities.

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None of the Company’s customers represented more than 10 percent of its sales during fiscal 2003. The Company is not dependent upon any one customer, or group of customers, to the extent that the loss of such customers would have a material adverse effect on the Company.

Sales, Marketing and Customer Support

The Company’s communications test products and services are primarily sold through its direct sales force. In addition, the Company’s communications test products and services are sold through third party distributors and sales representatives in areas where direct sales efforts are less developed. Through distributors, sales representatives and its direct sales force, the Company has a presence in over 80 countries. In addition, the Company uses the Internet, advertisements in the trade press, direct mail, seminars, trade shows and quarterly newsletters to raise awareness of its products.

The Company’s communications test sales and marketing staff consists primarily of engineers and technical professionals. They undergo extensive training and ongoing professional development and education. The skill level of the sales and marketing staff has been instrumental in building longstanding customer relationships. In addition, the Company’s frequent dialogue with its customers provides it with valuable input on systems and features they desire in future products. The Company’s consultative sales approach and product and market knowledge differentiates its sales force from those of its primary competitors. The sales forces are highly knowledgeable of their respective markets, customer operations and strategies, and regulatory environments. In addition, the representatives’ familiarity with local languages and customs enables them to build close relationships with the Company’s customers.

The Company provides installation, repair and training services to enable its customers to improve performance of their networks. Service centers are located near many of the Company’s major customers. The Company also offers on-line support services to supplement its on-site application engineering support. Customers can also access many of the Company’s products remotely through its technical assistance center.

Seasonality; Backlog

As a result of purchasing patterns of the Company’s telecommunications customers, which tend to place large orders periodically, typically during the third quarter and at the end of the Company’s fourth fiscal quarter, the Company expects that its results of operations may vary on a quarterly basis, as they have in the past.

The Company estimates that its backlog of orders at March 31, 2003, and 2002 was approximately $137.0 million and $192.7 million, respectively. The decrease in backlog is primarily a result of the downturn in the communications test industry. The Company expects it will be able to fill the majority of the backlog during fiscal 2004.

Product Development

For the year ended March 31, 2003, the Company invested approximately $104.7 million in research and development activities of which approximately $89.9 million applied to the Company’s communications test segment.

The market for the Company’s products and services is characterized by rapidly changing technologies, new and evolving industry standards and protocols, and product and service introductions and enhancements that may render the Company’s existing offerings obsolete or unmarketable. Automation in the Company’s targeted markets for communications test equipment or a shift in customer emphasis from employee-operated communications test to automated test and monitoring systems could likewise render the Company’s existing product offerings obsolete or unmarketable, or reduce the size of one or more of its targeted markets. In particular, incorporation of self-testing functions in the equipment currently addressed by the Company’s communications test instruments could render some of the Company’s offerings redundant and unmarketable. The development of new, technologically advanced products is a complex and uncertain process requiring the accurate anticipation of technological and market trends and the incurrence of substantial research and development costs.

International

The Company maintains manufacturing facilities and sales subdivisions or branches for its communications test business in major countries in Europe, sales subdivisions in Latin America and Asia, and has distribution agreements in other countries where sales volume does not warrant a direct sales organization. The Company’s foreign sales (including exports from domestic facilities directly to foreign customers) were approximately 49%, 43%, and 40% of consolidated net sales in fiscal 2003, 2002 and 2001, respectively. Accordingly, the Company’s domestic sales were 51%, 57% and 60% of consolidated net sales in fiscal 2003, 2002 and 2001, respectively.

Because the Company sells its products worldwide, the Company’s business is subject to risks associated with doing business internationally. In addition, many of the Company’s manufacturing facilities and suppliers are located outside the

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United States. Accordingly, the Company’s future results could be harmed by a variety of factors, including changes in foreign currency exchange rates, changes in a specific country or region’s political or economic conditions, particularly in emerging markets, trade protection measures, import or export licensing requirements, and potentially negative consequences from changes in tax and labor laws or other regulatory requirements.

Financial Information About Geographic Areas.

See Note T. Segment Information and Geographic Areas to the Company’s Consolidated Financial Statements.

Patents and Proprietary Rights

The Company relies primarily on trade secrets, trademark laws, confidentiality procedures and contractual restrictions to establish and protect its proprietary rights. The Company owns a number of United States and foreign patents and patent applications that are collectively important to its business. The Company does not believe, however, that the expiration of any patent or group of patents would materially affect its business.

Government Regulation and Industry Standards and Protocols

The Company designs its products to comply with a significant number of industry standards and regulations, some of which are evolving as new technologies are deployed. In the United States, these products must comply with various regulations defined by the United States. Federal Communications Commission and Underwriters Laboratories as well as industry standards established by Telcordia Technologies, Inc., formerly Bellcore, and the American National Standards Institute. Internationally, these products must comply with standards established by the European Committee for Electrotechnical Standardization, the European Committee for Standardization, the European Telecommunications Standards Institute, telecommunications authorities in various countries, as well as with recommendations of the International Telecommunications Union. The failure of the Company’s products to comply, or delays in compliance, with the various existing and evolving standards could negatively impact the Company’s ability to sell its products.

Environmental Matters

Federal, state and local laws or regulations concerning the discharge of materials into the environment have not had, and, the Company, under present conditions, does not foresee that they will have, a material adverse effect on capital expenditures, earnings or the competitive position of the Company.

Employees

As of March 31, 2003, the Company employed approximately 2,840 persons. Some of the European employees are members of a workers’ council, principally due to applicable legal requirements in the jurisdictions in which they work. However, none of the Company’s other employees are represented by labor unions, and the Company believes its employee relations are good.

Available Information

The Company files its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 with the SEC electronically. The public may read or copy any materials on file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. You may obtain a free copy of the Company’s annual reports on Form 10-K on our website on the World Wide Web at http://www.acterna.com.

The following table describes the Company’s largest design and manufacturing facilities as of March 31, 2003. The Company also has sales offices and facilities in Europe, South America and elsewhere.

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The Company believes its facilities are in good operating condition.

On May 6, 2003, the Company and its seven domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (Case Nos. 12837 (BRL) through 12843 (BRL)). The Company continues to operate its business and manage its property as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. As a result of the Filing, attempts to collect, secure or enforce remedies with respect to pre-petition claims against the Company are subject to the automatic stay provisions of section 362(a) of the Bankruptcy Code. The Company’s Chapter 11 cases are discussed in greater detail in Note B. Voluntary Bankruptcy Filing to the Company’s Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations—Voluntary Bankruptcy Filing.

On April 16, 2003, Sik-Lin Huang commenced class action litigation, in the United States District Court for the District of Maryland, against the Company and certain of its officers and directors alleging that the Company and certain of its officers and directors committed certain securities law violations.

The Company is a party to several pending legal proceedings and claims. Although the outcome of such proceeding and claims cannot be determined with certainty, the Company believes that the final outcome should not have a material adverse effect on the Company’s business, operations or financial position.

None.

The Company’s common stock is currently traded on the Over-the-Counter Market, (“OTC”) under the symbol “ACTRQ.OB”. From November 9, 2000 to February 2, 2003, the common stock traded on the NASDAQ National Market under the symbol “ACTR”. From February 3, 2003 to May 6, 2003, the common stock traded on the OTC under the symbol “ACTR.OB”. As a result of the Filing, the Company’s symbol changed to ACTRQ.OB. As of March 31, 2003, there were 599 registered holders of the common stock, and the price of the common stock on the OTC was $0.06.

The table below sets forth the high and low sales prices of the Company’s common stock on the OTC and the NASDAQ National Market for each quarterly period within the two most recent fiscal years.

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Since April 1, 1995, the Company has not declared or paid cash dividends to the holders of common stock. As a result of the Filing, the Company does not expect to pay dividends to the holders of common stock. Additionally, the Company expects that holders of the common stock will not receive any recovery under the plan of reorganization.

The information requested by this Item is attached as Appendix A.

The information requested by this Item is attached as Appendix B.

The information requested by this Item is included in Appendix B.

The information requested by this Item is attached as Appendix C.

None.

Reference is made to the information responsive to Items 401 and 405 of Regulation S-K contained in the Company’s definitive Proxy Statement relating to its fiscal 2003 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year ended March 31, 2003 pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended, or if such Proxy Statement is not filed with the U.S. Securities and Exchange Commission on or before 120 days after the end of the fiscal year covered by this Report, such information will be included in an amendment to this Report filed no later than the end of such 120-day period. Said information is incorporated herein by reference.

Reference is made to the information responsive to Item 402 of Regulation S-K contained in the Company’s definitive Proxy Statement relating to its fiscal 2003 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year ended March 31, 2003 pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended, or if such Proxy Statement is not filed with the U.S. Securities and Exchange Commission on or before 120 days after the end of the fiscal year covered by this Report, such information will be included in an amendment to this Report filed no later than the end of such 120-day period. Said information is incorporated herein by reference.

Reference is made to the information responsive to Item 403 of Regulation S-K contained in the Company’s definitive Proxy Statement relating to its fiscal 2003 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year ended March 31, 2003 pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended, or if such Proxy Statement is not filed with the U.S. Securities and Exchange Commission on or before 120 days after the end of the fiscal year covered by this Report, such information will be included in an amendment to this Report filed no later than the end of such 120-day period. Said information is incorporated herein by reference.

The following table sets forth information concerning compensation plans previously approved by security holders and not previously approved by security holders.

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Equity Compensation Plan Information

Reference is made to the information responsive to Item 404 of Regulation S-K contained in the Company’s definitive Proxy Statement relating to its fiscal 2003 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year ended March 31, 2003 pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended, or if such Proxy Statement is not filed with the U.S. Securities and Exchange Commission on or before 120 days after the end of the fiscal year covered by this Report, such information will be included in an amendment to this Report filed no later than the end of such 120-day period. Said information is incorporated herein by reference.

(a) Evaluation of Disclosure Controls and Procedures. The Company’s principal executive officer and principal financial officer, based on their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to the filing of this Annual Report on Form 10-K, have concluded that the Company’s disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in the Exchange Act rules.

(b) Changes in Internal Controls. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the date of their evaluation.

Compliance with this item is not yet mandatory.

(a) (1) Financial statements

The following financial statements and schedules of the Company are included as Appendix C to this Report.

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Schedules other than those listed above have been omitted because they are either not required or not applicable or because the required information has been included elsewhere in the financial statements or notes thereto.

(b) Reports on Form 8-K

(c) Exhibits

The exhibits that are filed with this report or that are incorporated herein by reference are set forth in Appendix D.

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SIGNATURES

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.

June 30, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.