STRATTEC SECURITY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

3333 West Good Hope Road, Milwaukee, WI 53209

(Address of Principal Executive Offices)

(414) 247-3333

(Registrant’s Telephone Number, Including Area Code)

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Item 1	Financial Statements
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6-7
Item 2	Management’s Discussion and Analysis of Results of Operations and Financial Condition	8-13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4	Controls and Procedures	13

Item 1	Legal Proceedings	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Submission of Matters to a Vote of Security Holders	14
Item 5	Other Information	14
Item 6	Exhibits	14

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		Three Months Ended
		September 26,			September 28,
		2004			2003
		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	3,624		$	3,582
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation			1,864			2,017
Change in operating assets and liabilities:
Receivables			(922	)		96
Inventories			(2,761	)		(1,347	)
Other assets			2,015			24
Accounts payable and accrued liabilities			(8,988	)		(6,587	)
Tax benefit from options exercised			406			128
Other, net			16			(84	)
Net cash used in operating activities			(4,746	)		(2,171	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures			(75	)		-
Purchase of property, plant and equipment			(698	)		(1,096	)
Net cash used in investing activities			(773	)		(1,096	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock			(5,467	)		(421	)
Exercise of stock options			2,048			145
Net cash used in financing activities			(3,419	)		(276	)
NET DECREASE IN CASH AND
CASH EQUIVALENTS			(8,938	)		(3,543	)
CASH AND CASH EQUIVALENTS
Beginning of period			54,231			29,902
End of period		$	45,293		$	26,359
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid		$	316		$	384
Interest paid			-			-

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					Three Months Ended
		September 26, 2004									September 28, 2003
		Net						Per-Share			Net						Per-Share
		Income			Shares			Amount			Income			Shares			Amount
Basic Earnings Per Share		$	3,624			3,805		$	0.95		$	3,582			3,760		$	0.95
Stock Options						50									58
Diluted Earnings Per Share		$	3,624			3,855		$	0.94		$	3,582			3,818		$	0.94

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		Pension Benefits						Postretirement Benefits
		Three Months Ended						Three Months Ended
		September 26, 2004			September 28, 2003			September 26, 2004			September 28, 2003
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost		$	546		$	550		$	73		$	79
Interest cost			871			813			148			141
Expected return on plan assets			(1,049	)		(865	)		-			-
Amortization of prior service cost			2			2			2			2
Amortization of unrecognized net loss			48			47			63			59
Amortization of net transition asset			(12	)		(38	)		-			-
Net periodic benefit cost		$	406		$	509		$	286		$	281

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Period		Total Number Of Shares Purchased			Average Price Paid Per Share			Total Number Of Shares Purchased As Part of Publicly Announced Program			Maximum Number Of Shares that May Yet be Purchased Under the Program
June 28, 2004 - August 1, 2004			-			-			-			-
August 2, 2004 - August 29, 2004			68,700		$	62.28			68,700			230,303
August 30, 2004 - September 26, 2004			19,000		$	62.55			19,000			211,303
Total			87,700		$	62.34			87,700			211,303

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1.01	Principal and Business Offices	1
1.02	Registered Office	1
1.03	Corporate Records	1

2.01	Annual Meeting		2
2.02	Special Meetings		3
2.03	Place of Meeting		3
2.04	Notices to Shareholders		4
	(a)	Required Notice	4
	(b)	Adjourned Meeting	4
	(c)	Waiver of Notice	4
	(d)	Contents of Notice	4
	(e)	Fundamental Transactions	5
2.05	Fixing of Record Date		5
2.06	Shareholder List		6
2.07	Quorum		7
2.08	Conduct of Meetings		7
2.09	Proxies		7
2.10	Voting of Shares		7

3.01	General Powers	8
3.02	Resignations and Qualifications	8
3.03	Regular Meetings	8
3.04	Special Meetings	8
3.05	Meetings By Telephone or Other Communication Technology	8
3.06	Notice of Meetings	9

 

3.07	Quorum	9
3.08	Manner of Acting	9
3.09	Conduct of Meetings	9
3.10	Vacancies	10
3.11	Compensation	10
3.12	Presumption of Assent	10
3.13	Committees	10

 

 

4.01	Appointment	11
4.02	Resignation and Removal	11
4.03	Vacancies	11
4.04	Chairman of the Board	11
4.05	President	12
4.06	Authority of President	12
4.07	Executive Vice Presidents and Vice Presidents	12
4.08	Secretary	12
4.09	Treasurer	13
4.10	Assistants and Acting Officers	13
4.11	Salaries	13

5.01	Certificate for Shares	13
5.02	Signature by Former Officers, Transfer Agent or Registrar	14
5.03	Transfer of Shares	14
5.04	Restrictions on Transfer	14
5.05	Lost, Destroyed or Stolen Certificates	15
5.06	Consideration for Shares	15
5.07	Stock Regulations	15

6.01	Shareholder Written Waiver	15
6.02	Shareholder Waiver by Attendance	15
6.03	Director Written Waiver	16
6.04	Director Waiver by Attendance	16

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7.01

Director Action Without Meeting

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8.01	Indemnification for Successful Defense	16
8.02	Other Indemnification	17
8.03	Written Request	17
8.04	Nonduplication	17
8.05	Determination of Right to Indemnification	18
8.06	Advance of Expenses	19
8.07	Nonexclusivity	19
8.08	Court-Ordered Indemnification	20
8.09	Indemnification and Allowance of Expenses of Employees
	and Agents	21
8.10	Insurance	21
8.11	Securities Law Claims	21
8.12	Liberal Construction	21
8.13	Definitions Applicable to This Article	22

 

 

	ARTICLE IX. SEAL	23

   

10.01	By Shareholders	23
10.02	By Directors	23
10.03	Implied Amendments	24

 

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1.01.   Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02.   Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin. The address of the registered office may be changed from time to time by any officer or by the registered agent. The office of the registered agent of the corporation shall be identical to such registered office.

1.03.   Corporate Records. The following documents and records shall be kept at the corporation's principal office or at such other reasonable location as may be specified by the corporation:

(a)   Minutes of shareholders' and Board of Directors' meetings and any written notices thereof.

(b)   Records of actions taken by the shareholders or directors without a meeting.

(c)   Records of actions taken by committees of the Board of Directors.

(d)   Accounting records.

(e)   Records of its shareholders.

(f)   Current By-Laws.

(g)   Written waivers of notice by shareholders or directors (if any).

(h)   Written consents by shareholders or directors for actions without a meeting (if any).

(i)   Voting trust agreements (if any).

(j)   Stock transfer agreements to which the corporation is a party or of which it has notice (if any).

 

2.01.   Annual Meeting. The annual meeting of the shareholders shall be held on the third Wednesday of October of each year at 2 p.m. Central Daylight Time, or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.

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2.02.   Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, the President or a majority of the Board of Directors. If and as required by the Wisconsin Business Corporation Law, a special meeting shall be called upon written demand describing one or more purposes for which it is to be held by holders of shares with at least 10% of the votes entitled t o be cast on any issue proposed to be considered at the meeting. The purpose or purposes of any special meeting shall be described in the notice required by section 2.04 of these By-Laws.

2.03.   Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or any special meeting. If no designation is made, the place of

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2.04.   Notices to Shareholders.

(a)   Required Notice. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 60 days before the date of the meeting (unless a different time is provided by law or the Articles of Incorporation), by or at the direction of the Chairman of the Board, if there is one, th e President or the Secretary, to each shareholder entitled to vote at such meeting or, for the fundamental transactions described in subsections (e)(1) to (4) below (for which the Wisconsin Business Corporation Law requires that notice be given to shareholders not entitled to vote), to all shareholders. If mailed, such notice is effective when deposited in the United States mail, and shall be addressed to the shareholder's address shown in the current record of shareholders of the corporation, with postage thereon prepaid. At least 20 days' notice shall be provided if the purpose, or one of the purposes, of the meeting is to consider a plan of merger or share exchange for which shareholder approval is required by law, or the sale, lease, exchange or other disposition of all or substantially all of the corporation's property, with or without good will, otherwise than in the usual and regular course of business.

(b)   Adjourned Meeting. Except as provided in the next sentence, if any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of paragraph&nbs p;(a) of this section 2.04, to those persons who are shareholders as of the new record date.

(c)   Waiver of Notice. A shareholder may waive notice in accordance with Article VI of these By-Laws.

(d)   Contents of Notice. The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as otherwise provided in these By-Laws, in the Articles of Incorporation, or in the Wisconsin Business Corporation Law, the notice of an annual shareholder meeting need not include a description of the purpose or purposes for which the meeting is called.

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(e)   Fundamental Transactions. If a purpose of any shareholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles); (2) a plan of merger or share exchange for which shareholder approval is required by law; (3) the sale, lease, exchange or other disposition of all or substantially all of the corporation's property, with or without goo d will, otherwise than in the usual and regular course of business; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and in cases (1), (2) and (3) above must be accompanied by, respectively, a copy or summary of the: (1) proposed articles of amendment or a copy of the restated articles that identifies any amendment or other change; (2) proposed plan of merger or share exchange; or (3) proposed transaction for disposition of all or substantially all of the corporation's property. If the proposed corporate action creates dissenters' rights, the notice must state that shareholders and beneficial shareholders are or may be entitled to assert dissenters' rights, and must be accompanied by a copy of sections 180.1301 to 180.1331 of the Wisconsin Business Corporation Law.

2.05.   Fixing of Record Date. The Board of Directors may fix in advance a date as the record date for any determination of shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action, such date in any case to be not more than 70 days prior to the meeting or action requiring such determination of shareholders, and may fix the record date for determining shareholders entitled to a share dividend or di stribution. If no record date is fixed for the determination of shareholders entitled to demand a shareholder meeting or to notice of or to vote at a meeting of shareholders, (a) the close of business on the day before the corporation receives the first written demand for a shareholder meeting, or (b) the close of business on the day before the first notice of the meeting is mailed or otherwise delivered to shareholders, as the case may be, shall be the record date for the determination of shareholders. If no record date is fixed for the determination of shareholders entitled to receive a share dividend or distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation's shares), the close of business on the day on which the resolution of the Board of Directors is adopted declaring the dividend or distribution shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in th is section, such determination shall be applied to any adjournment thereof unless the Board of Directors fixes a new record date and except as otherwise required by law. A new record date must be set if a meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

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2.07.   Quorum. Except as otherwise provided in the Articles of Incorporation or in the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast by shares entitled to vote as a separate voting group on a matter, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a meeting of shareholders. Once a share is represented for any purpose at a meeting, other than for the purpose of objectin g to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that meeting.

2.08.   Conduct of Meetings. The Chairman of the Board or, in his or her absence, the President, and, in the President's absence, any officer or director chosen by the shareholders present or represented by proxy shall call the meeting of the shareholders to order and shall act as Chairman of the meeting, and the Secretary shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other pe rson to act as secretary of the meeting.

2.09.   Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his, her or its duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the Secretary or other officer or agent of the corporation authorized to tabulate votes before or at the time of the meeting. Unl ess the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, a proxy appointment may be revoked at any time. The presence of a shareholder who has filed a proxy appointment shall not of itself constitute a revocation. No proxy appointment shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the appointment form. The Board of Directors shall have the power and authority to make rules that are not inconsistent with the Wisconsin Business Corporation Law as to the validity and sufficiency of proxy appointments.

2.10.   Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares are enlarged, limited or denied by the Articles of Incorporation or the Wisconsin Business Corporation Law. Shares owned directly or indirectly by another corporation are not entitled to vote if this

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3.01.   General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors.

3.02.   Resignations and Qualifications. A director may resign at any time by delivering a written resignation to the Board of Directors, to the Chairman of the Board (if there is one), or to the corporation through the Secretary or otherwise. Directors need not be residents of the State of Wisconsin or shareholders of the corporation.

3.03.   Regular Meetings. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of regular meetings without other notice than such resolution.

3.04.   Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President or any two directors. Special meetings of any committee may be called by or at the request of the foregoing persons or the Chairman of the committee. The persons calling any special meeting of the Board of Directors or committee may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting called by them, and if no other place is fixed the place of meeting shall be the principal office of the corporation in the State of Wisconsin.

 

3.05   Meetings By Telephone or Other Communication Technology.

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(b)   If a meeting will be conducted through the use of any means described in paragraph (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in paragraph (a) is deemed to be present in person at the meeting.

3.06.   Notice of Meetings. Except as otherwise provided in the Articles of Incorporation or the Wisconsin Business Corporation Law, notice of the date, time and place of any special meeting of the Board of Directors and of any special meeting of a committee of the Board shall be given orally or in writing to each director or committee member at least 48 hours prior to the meeting, except that notice by mail shall be given at least 72 hours prior to the m eeting. The notice need not describe the purpose of the meeting. Notice may be communicated in person, by telephone, telegraph or facsimile, or by mail or private carrier. Oral notice is effective when communicated. Written notice is effective as follows: If delivered in person, when received; if given by mail, when deposited, postage prepaid, in the United States mail addressed to the director at his or her business or home address (or such other address as the director may have designated in writing filed with the Secretary); if given by facsimile, at the time transmitted to a facsimile number at any address designated above; and if given by telegraph, when delivered to the telegraph company.

3.07.   Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors specified in accordance with the Articles of Incorporation shall constitute a quorum of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors appointed to serve on a committee shall constitute a quorum of the committee.

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3.10.   Vacancies. Any vacancy occurring in the Board of Directors shall be filled in the manner provided in the Articles of Incorporation.

3.11.   Compensation. The Board of Directors, irrespective of any personal interest of any of its members, may fix the compensation of directors.

3.12.   Presumption of Assent. A director who is present and is announced as present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting, or (ii) the director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers his or her written dissent or abstention to the presiding officer of the meeting before the adjournment thereof or to the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

3.13.   Committees. Unless the Articles of Incorporation otherwise provide, the Board of Directors, by resolution adopted by the affirmative vote of a majority of all the directors then in office, may create one or more committees, each committee to consist of two or more directors as members, which to the extent provided in the resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, may exercise the authority of the Board of Directors, except that no committee may: (a) authorize distributions; (b) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires be approved by shareholders; (c) fill vacancies on the Board of Directors or any of its committees, except that the Board of Directors may provide by resolution that any vacancies on a committee shall be filled by the affirmative vote of a majority of the remaining committee members; (d) amend the Articles of Incorporation; (e) adopt, amend or repeal By-Laws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except within limits prescribed by the Boa rd of Directors. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the Chairman of the Board, if there is one, the President or upon request by the Chairman of such meeting.

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4.01.   Appointment. The principal officers may include a Chairman of the Board, a President, one or more Executive Vice Presidents or Vice Presidents (the number and designations to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers if any, as may be deemed necessary by the Board of Directors, each of whom shall be appointed by the Board of Directors. Any two or more offices may be held by the same person.

4.02.   Resignation and Removal. An officer shall hold office until he or she resigns, dies, is removed hereunder, or a different person is appointed to the office. An officer may resign at any time by delivering an appropriate written notice to the corporation. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Any officer may be removed by the Board of Directors with or without cause and notwithstanding the contract rights, if any, of the person removed. Except as provided in the preceding sentence, the resignation or removal is subject to any remedies provided by any contract between the officer and the corporation or otherwise provided by law. Appointment shall not of itself create contract rights.

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4.05.   President. The President shall be the chief executive officer of the corporation. He or she shall supervise the day to day operations of the corporation's business. In the absence of the Chairman of the Board, or in the event that that office is for any reason vacant, the President shall perform the functions of the Chairman of the Board. The President shall perform such other duties as may be prescribed from time to time by the Chairman of the Board or the Board of Directors.

4.06.   Authority of President. The President is authorized to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or directed by the Board of Dir ectors, the President may authorize any Executive Vice President or Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.07.   Executive Vice Presidents and Vice Presidents. Any Executive Vice President or Vice President may sign with the Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or the Board of Directors. The execution of any instrument of the corporation by any Executive Vice President or Vice President shall be conclusive evide nce, as to third parties, of the Executive Vice President or Vice President's authority to act in the stead of the President.

4.08.   Secretary. The Secretary shall: (a) keep (or cause to be kept) regular minutes of all meetings of the shareholders, the Board of Directors and any committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished t o the Secretary by such shareholder; (e) sign certificates for shares of the corporation, the issuance of which shall have been

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4.09.   Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the corporation; and (c) in general perform all of the duties incident to t he office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.

4.10.   Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in the officer's stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the offic e to which that person is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

4.11.   Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

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5.02.   Signature by Former Officer, Transfer Agent or Registrar. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate for shares has ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were still an officer, transfer agent or registrar at the date of its issue.