Edgar Filing: ALL AMERICAN SEMICONDUCTOR INC

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001
Commission File Number: 0-16207

ALL AMERICAN SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)

Delaware 59-2814714
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

16115 N.W. 52nd Avenue
Miami, Florida 33014
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (305) 621-8282

Securities registered pursuant to Section 12(b) of the Act: None

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 20, 2002, 4,040,150 shares (including 32,141 held by a wholly-owned
subsidiary of the Registrant) of the common stock of ALL AMERICAN SEMICONDUCTOR,
INC. were outstanding, and the aggregate market value of the common stock held
by non-affiliates was $14,200,000.

Documents incorporated by reference: None

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Items 10, 11, 12 and 13 of Part III of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 of All American Semiconductor, Inc. (the
"Company" or the "Registrant") previously filed with the Securities and Exchange
Commission ("SEC") are hereby amended and restated in their entirety as follows:

Item 10. Directors and Executive Officers of the Registrant
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Executive Officers and Directors

The executive officers and directors of the Company and their ages and positions
with the Registrant as of April 12, 2002 are as follows:

Name Class Age Position
---- ----- --- --------

Paul Goldberg (1)..................... III 73 Chairman of the Board

Bruce M. Goldberg (1)................. II 46 Director and President and Chief Executive
Officer

Howard L. Flanders.................... II 44 Director and Executive Vice President, Chief
Financial Officer and Corporate Secretary

Rick Gordon........................... III 48 Director and Senior Vice President of Sales

Robin L. Crandell (2)(3).............. III 52 Director

Lewis B. Freeman (2).................. I 52 Director

Daniel M. Robbin (2)(3)............... I 66 Director

Richard E. Siegel..................... II 56 Director

John Jablansky........................ 44 Senior Vice President of Product
Management and Operations

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(1) member of the Executive Committee
(2) member of the Audit Committee
(3) member of the Compensation Committee

The Company's Certificate of Incorporation provides for a staggered Board of
Directors (the "Board"), consisting of three classes. The terms of office of
Class I, II and III directors expire in 2004, 2002 and 2003, respectively. The
Company's executive officers serve at the discretion of the Board; however,
certain executive officers have employment agreements with the Company. See Item
11. Executive Compensation -- Employment Agreements. The following is a brief
resume of the Company's executive officers and directors.

Paul Goldberg, one of the co-founders of the Company and the father of Bruce M.
Goldberg, has been employed by the Company in various executive capacities since
its predecessor's formation in 1964, and has served as Chairman of the Board
since 1978. Paul Goldberg was also Chief Executive Officer of the Company until
1997 and President of the Company until 1994.

Bruce M. Goldberg, the son of Paul Goldberg, joined the Company in 1988 as Vice
President, in 1990 became Executive Vice President and in 1994 became President
and Chief Operating Officer. In 1997, Bruce M. Goldberg was appointed Chief
Executive Officer of the Company. Bruce M. Goldberg has

served as a director of the Company since 1987. From 1981 until joining the
Company, Bruce M. Goldberg practiced law.

Howard L. Flanders joined the Company in 1991 as its Vice President and Chief
Financial Officer, and in 1992 became a director of the Company and Corporate
Secretary. In 1997, Mr. Flanders was appointed Executive Vice President of the
Company. Prior to joining the Company, Mr. Flanders, who is a CPA, was
Controller of Reliance Capital Group, Inc., a subsidiary of Reliance Group
Holdings, Inc., where he held various positions since 1982. Prior thereto, Mr.
Flanders was an accountant with the public accounting firm of
PricewaterhouseCoopers LLP.

Rick Gordon has been employed by the Company since 1986. He was originally the
General Manager of the Company's Northern California office and Northwest
Regional Manager. In 1990, Mr. Gordon became the Western Regional Vice President
and in 1992 Vice President of North American Sales and a director of the
Company. In 1994, Mr. Gordon was appointed Senior Vice President of Sales and
Marketing for the Company and currently holds the title of Senior Vice President
of Sales. Before working for the Company, Mr. Gordon was Western Regional Vice
President for Diplomat Electronics, another electronic components distributor,
from 1975 until 1986.

Robin L. Crandell is Senior Vice President of Worldwide Sales for E2O
Communications, Inc., a manufacturer of high-performance fiber optic
transmission components and modules. Prior to joining E2O Communications, Inc.
in March 2002, Mr. Crandell was Partner and Vice President of Sales for Phase II
Technical Sales, a manufacturers sales representation firm specializing in
semiconductors. Prior to 1998, Mr. Crandell was Senior Vice President of Sales
and Marketing for Samsung Electronics, Storage System Division, Vice President
of North American Business Operations for VLSI Technology and Vice President of
North American Sales for Samsung Semiconductor. Previously he held various sales
positions at Advanced Micro Devices and was a senior engineer with Litton Data
Systems. Mr. Crandell has a BSEE degree from California State Polytechnic
University. Mr. Crandell became a director of the Company in 1999.

Lewis B. Freeman is a CPA and has been a principal of Lewis B. Freeman &
Partners, Inc., an accounting and financial consulting firm providing services
to both governmental agencies and businesses, since 1992. Presently, Mr. Freeman
also is principal of Freeman Dawson & Rosenbaum, P.A., certified public
accountants specializing in business counseling and individual and corporate tax
planning. In addition to being a CPA, Mr. Freeman is also a member of the
Florida Bar. Mr. Freeman became a director of the Company on June 1, 2001.

Daniel M. Robbin was involved in electronics distribution for over 39 years. Mr.
Robbin retired in 1994 from Avnet, Inc., one of the largest distributors in the
electronic components industry, where he spent 34 years, most recently as Senior
Vice President of Avnet, Inc. and Executive Vice President of its subsidiary,
Time Electronics. Mr. Robbin became a director of the Company in 1997. Mr.
Robbin was a consultant to the Company from 1995 to June 1999.

Richard E. Siegel is the Executive Vice President and a director of Supertex,
Inc., a manufacturer of complex proprietary and industry-standard integrated
circuits. Mr. Siegel has been with Supertex since 1981. Prior thereto, Mr.
Siegel worked at Signetics Corporation, Fairchild Semiconductor, Ford
Instrument, and Grumman Aircraft Corporation. Mr. Siegel has a B.S. degree in
Mechanical Engineering from the City College of New York. Mr. Siegel became a
director of the Company in 1999.

John Jablansky has been employed by the Company since 1981. He was originally in
sales and since 1982 has worked in various capacities within the product
management department. In 1997, Mr. Jablansky was appointed Senior Vice
President of Product Management of the Company and in 2001 became Senior Vice
President of Product Management and Operations. Prior to joining the Company,
Mr. Jablansky was employed by Milgray Electronics, another electronic components
distributor.

Board Committees

Executive Committee

The Executive Committee is comprised of Paul Goldberg and Bruce M. Goldberg.
During 2001, the Executive Committee did not meet formally, however, its members
spoke on nearly a daily basis in connection with the operations of the Company.
The Executive Committee possesses substantially all of the powers of the Board
and acts as the Board between Board meetings.

Audit Committee

The Audit Committee is currently comprised of Daniel M. Robbin, Robin L.
Crandell and Lewis B. Freeman, all independent nonemployee directors of the
Company. Messrs. Robbin and Crandell served on the Audit Committee throughout
2001 and Mr. Freeman became a member on June 1, 2001. The Audit Committee is
responsible for, among other things, reviewing the independence and recommending
the selection of the independent auditors, reviewing the arrangements and scope
of the independent audit, reviewing internal accounting procedures and controls
and reviewing the reports and recommendations of the independent auditors with
respect to internal controls.

Compensation Committee

The Compensation Committee consists of Daniel M. Robbin and Robin L. Crandell,
two independent nonemployee directors of the Company. The Compensation Committee
is responsible for determining the compensation of all executive officers of the
Company and acts as the stock option committee of the Board, administering the
Company's Employees', Officers', Directors' Stock Option Plan, as previously
amended and restated (the "Option Plan"). The senior management of the Company
makes all decisions with respect to the compensation (other than the granting of
stock options) of all employees other than the executive officers of the
Company.

Nominating Committee

The Board does not have a Nominating Committee, such function being performed by
the Board as a whole.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors and executive officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file with the SEC initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Directors,
executive officers and greater than ten percent shareholders are also required
by the SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file.

To the Company's knowledge, during the fiscal year ended December 31, 2001, all
Section 16(a) filing requirements applicable to its directors, executive
officers and greater than ten percent shareholders were satisfied.

Item 11. Executive Compensation
----------------------

The following table sets forth information regarding the compensation earned
during each of the fiscal years ended December 31, 2001, 2000 and 1999 by the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company, whose total annual salary and bonus exceeded
$100,000:

Summary Compensation Table
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Long-term
Compensation
Annual Compensation Awards
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Other Annual Securities All Other
Compensation Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) ($)(1) Options(#) ($)(2)
--------------------------- ---- --------- -------- ------------ ------------ ------------

Paul Goldberg .................... 2001 278,000 - - - 17,000
Chairman of the Board 2000 291,000 582,000 - 5,000 16,000
1999 261,000 83,000 - 15,000 12,000

Bruce M. Goldberg ................ 2001 388,000 - - - 32,000
President and Chief 2000 407,000 815,000 171,000(3) 5,000 34,000
Executive Officer 1999 392,000 121,000 168,000(3) 15,000 27,000

Howard L. Flanders ............... 2001 207,000 - - - 22,000
Executive Vice President and 2000 215,000 215,000 - 5,000 23,000
Chief Financial Officer 1999 191,000 55,000 - 30,000 18,000

Rick Gordon ...................... 2001 210,000 - - - 19,000
Senior Vice President of Sales 2000 218,000 218,000 - 5,000 21,000
1999 198,000 55,000 - 10,000 16,000

John Jablansky ................... 2001 191,000(4) - - - 4,000
Senior Vice President of Product 2000 170,000(4) - - 3,000 70,000
Management and Operations 1999 165,000(4) - - 4,000 24,000

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(1) Except for Bruce M. Goldberg, other annual compensation for each of the
named executive officers in 1999, 2000 and 2001 did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus
reported for such named executive officer.
(2) All other compensation includes Company contributions to life insurance
policies, where the Company is not the beneficiary, to the Deferred
Compensation Plans and to the 401(k) Plan of the Company. See
hereinbelow and "Deferred Compensation Plans for Executive Officers and
Key Employees" and "401(k) Plan."
(3) Includes payments made in connection with Bruce M. Goldberg's
relocation to San Jose to be based where the sales and marketing
functions of the Company are headquartered. See "Employment Agreements
- The Goldberg Agreements" hereinbelow.
(4) Includes commissions paid in the aggregate amounts of $71,000, $72,000
and $72,000 in 2001, 2000 and 1999, respectively, based on meeting
certain levels of gross profits in each of those years.

The Company pays for a $550,000 universal life insurance policy on the life of
Paul Goldberg with benefits payable to his wife, which had an annual premium in
2001 of $7,668. Pursuant to the terms of an employment agreement with Bruce M.
Goldberg, the Company makes annual advances, currently in the amount of $21,995,
to Bruce M. Goldberg to cover the annual premium on a $1,000,000 whole life
insurance policy (the "Whole Life Policy") on the life of Bruce M. Goldberg. The
Company is obligated to continue, for the duration of Bruce M. Goldberg's
employment with the Company, to pay the annual premium to Bruce M. Goldberg for
the Whole Life Policy. In addition, beginning in 1993 the Company has advanced,
and intends

to continue to advance, the premiums for $1,000,000 flexible premium life
insurance policies owned by each of Howard L. Flanders and Rick Gordon. The
Company's advances are secured by a collateral assignment of the cash value and
death benefit of each of the policies. The current annual premium on each of
these policies is $11,500. The Company's obligations to make premium payments in
connection with Howard L. Flanders' and Rick Gordon's policies are expected to
last for a maximum of ten years. Howard L. Flanders and Rick Gordon have been
with the Company for a period of nine years from the year in which the policy
was acquired (January 1993) and provided they each remain in the employ of the
Company or they have become disabled or a change in control has occurred during
the term of their employment, the advances will be deemed canceled and the
security released thereafter ratably over a five-year vesting period until such
time as all advances are deemed canceled.

Option Grants in Last Fiscal Year

The Company did not grant any stock options during its fiscal year ended
December 31, 2001 to any named executive officer of the Company. The Company
does not have a plan whereby tandem stock appreciation rights ("SARS") are
granted. See "Employees', Officers', Directors' Stock Option Plan" hereinbelow.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-Ended Option
Values

The following table sets forth information concerning the aggregate option
exercises in the fiscal year ended December 31, 2001 and the value of
unexercised stock options as of December 31, 2001 for the individual executive
officers named in the Summary Compensation Table:

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options At Options At
Shares FY-End(#) FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Exercise(#) Realized($) Unexercisable Unexercisable(1)
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Paul Goldberg................ - - 93,500 (E) $ 3,038 (E)
- - 16,500 (U) 3,038 (U)
Bruce M. Goldberg............ - - 127,000 (E) 4,392 (E)
- - 18,000 (U) 6,588 (U)
Howard L. Flanders........... - - 45,450 (E) 8,784 (E)
- - 22,150 (U) 13,176 (U)
Rick Gordon.................. - - 59,450 (E) 2,928 (E)
- - 10,150 (U) 4,392 (U)
John Jablansky............... - - 6,575 (E) 1,171 (E)
- - 5,425 (U) 1,757 (U)

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(1) Value is based upon the difference between the exercise price of the
options and the last reported sale price of the Common Stock on The
Nasdaq Stock Market on December 31, 2001 (the Company's fiscal year
end).

Employees', Officers', Directors' Stock Option Plan

In 1987, the Company established an Employees', Officers', Directors' Stock
Option Plan (as previously amended and restated the "Option Plan"). Subsequent
thereto certain amendments to and a restatement of the Option Plan have been
adopted by the Board and approved by the shareholders of the Company. The Option
Plan may be further modified or amended by the Board, but certain modifications
and amendments must be approved by the Company's shareholders to continue in
effect. The Option Plan provides for the granting to key employees of both
"incentive stock options," within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and "nonqualified stock options"
("nonqualified stock

options" are options which do not comply with Section 422 of the Code) and for
the granting to nonemployee directors and independent contractors associated
with the Company of nonqualified stock options. Unless earlier terminated, the
Option Plan will continue in effect through April 18, 2009, after which it will
expire and no further options could thereafter be granted under the Option Plan.
The expiration of the Option Plan, or its termination by the Board, will not
affect any options previously granted and then outstanding under the Option
Plan. Such outstanding options would remain in effect until they have been
exercised, terminated or have expired. A maximum of 1,100,000 shares of the
Company's Common Stock has been reserved for issuance upon the exercise of
options granted under the Option Plan, subject to any adjustments required upon
changes in capitalization to prevent dilution or enlargement of the shares
issuable pursuant to the Option Plan by reason of any stock split, stock
dividend, combination of shares, recapitalization or other change in the capital
structure of the Company.

The Option Plan is administered by the Compensation Committee comprised of two
or more nonemployee directors appointed by the Board from among its members. Any
member of the Compensation Committee may be removed at any time either with or
without cause by action of the Board and a vacancy on the Compensation Committee
due to any reason can be filled by the Board. The current members of the
Compensation Committee are two of the independent, nonemployee directors of the
Company, Daniel M. Robbin and Robin L. Crandell. Subject to the express
limitations of the Option Plan, the Compensation Committee has authority, in its
discretion, to interpret the Option Plan, to adopt, prescribe, amend and rescind
rules and regulations as it deems appropriate concerning the holding of its
meetings and administration of the Option Plan, to determine and recommend
persons to whom options should be granted, the date of each option grant, the
number of shares of Common Stock to be included in each option, any vesting
schedule, the option price and term (which in no event will be for a period more
than ten years from the date of grant) and the form and content of agreements
evidencing options to be issued under the Option Plan.

Options may be currently granted under the Option Plan to any key employee or
nonemployee director or prospective key employee or nonemployee director
(conditioned upon, and effective not earlier than, his or her becoming an
employee or director) of or independent contractor associated with the Company
or its subsidiaries. However, as required by the Code, nonemployee directors and
independent contractors are only eligible to receive nonqualified stock options.
In determining key employees to whom options will be granted, the Compensation
Committee takes into consideration the key employee's present and potential
contribution to the success and growth of the Company's business and other such
factors as the Compensation Committee may deem proper or relevant in its
discretion including whether such person performs important job functions or
makes important decisions for the Company, as well as the judgment, initiative,
leadership and continued efforts of eligible participants. Employees who are
also officers or directors of the Company or its subsidiaries will not by reason
of such offices be ineligible to receive options. However, no member of the
Compensation Committee is eligible to receive options under the Option Plan and
it is currently contemplated that nonemployee directors would be granted options
under the Director Stock Option Plan and not the Option Plan. The Compensation
Committee has not adopted formal eligibility limitation criteria. Therefore,
quantification of the current number of employees, nonemployee directors and
independent contractors that would technically be eligible for participation is
not currently readily determinable.

The exercise price for all options granted under the Option Plan shall not be
less than the fair market value of the Company's Common Stock on the date of
grant (or, in the case of incentive stock options, 110% of the fair market value
if the beneficiary of the grant beneficially owns 10% or more of the outstanding
shares of the Company's Common Stock). For purposes of the Option Plan, fair
market value on the date of grant of any option is the average of the "market
price" of a share of Common Stock for each of the seven (7) consecutive business
days preceding such date. The "market price" on each such day shall be (i) if
the Common Stock is listed on a securities exchange (including The Nasdaq Stock
Market), the closing sales price on such exchange on such day or, in the absence
of reported sales on such day, the mean between the reported closing bid and
asked prices on such exchange on such day, or (ii) if the Common Stock is not
listed on a securities exchange (including The Nasdaq Stock Market), the mean
between the closing bid and asked prices as quoted by the National Association
of Securities Dealers, Inc. through the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for such day; provided, however,
that, if there are no such quotations or if it is determined that the fair
market value is not properly reflected by such NASDAQ quotations or the Common
Stock is not traded on an exchange or over the counter, fair market value shall
be determined by such other method as the Compensation Committee

determines to be reasonable. Notwithstanding the foregoing, if on, or within ten
(10) days prior to, the date of grant of any options a registration statement
filed by the Company with the SEC in connection with a public offering of Common
Stock becomes effective, the fair market value of a share of such Common Stock
shall be the public offering price per share of Common Stock being offered
pursuant to such offering.

Except as may be specifically limited by the terms of the Option Plan, the
granting of options is made at the sole discretion of the Compensation
Committee. Further, the aggregate fair market value of the Company's Common
Stock (determined at the date of the option grant) for which an employee may be
granted incentive stock options which first become exercisable in any calendar
year under the Option Plan may not exceed $100,000. Options granted pursuant to
the Option Plan are not transferable during an optionee's lifetime.

The term of and any vesting schedule (whether the option will be exercisable
immediately, in stages or otherwise, or the vesting will be based upon any
condition such as the operating performance of the Company or other events such
as a change in control) for an option granted under the Option Plan is
established by the Compensation Committee, but the term may not be more than ten
years from the date of grant of the option, except that, in the case of a person
receiving an incentive stock option who at such time owns the Company's Common
Stock representing more than 10% of the Company's Common Stock outstanding at
the time the option is granted, the term of such incentive stock option shall
not exceed five years from the date of grant of the option. In general, options
will not be exercisable after the expiration of their term. Furthermore, the
Compensation Committee has the authority and discretion to determine the time
frame in which an optionee has to exercise his options (subject to the ten-year
limitation from date of grant) in the event of his termination of employment due
to death, disability, termination without cause, retirement, voluntarily leaving
the Company and change in control.

As of April 19, 2002, a total of 806,180 options were granted and had not
expired or been forfeited, of which 105,646 were exercised and 700,534 options
were outstanding (of which 411,200 options were held by executive officers and
directors of the Company as a group, see "Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-Ended Option Values" and 337,725 options are
presently exercisable). These options, which are held by 136 persons, are
exercisable at prices ranging from $3.27 per share to $14.32 per share and are
exercisable through various expiration dates from 2002 to 2007.

2000 Nonemployee Director Stock Option Plan

In June 2000, the Company established the 2000 Nonemployee Director Stock Option
Plan, as amended (the "Director Stock Option Plan"). The Director Stock Option
Plan provides for awards of options to purchase shares of Common Stock of the
Company to nonemployee directors of the Company. Under the Director Stock Option
Plan, on or about the day of each nonemployee director's initial election to the
Company's Board, each nonemployee director will be awarded nonqualified stock
options to purchase at least 1,500 shares of the Company's Common Stock, but not
to exceed a maximum of 15,000 shares, at the fair market value of the Company's
Common Stock on the date on which the option is granted. The Board will
determine the number of options to be granted to a nonemployee director upon his
or her initial election as it deems necessary or advisable and in the best
interests of the Company in order to attract and obtain outstanding and highly
qualified candidates to serve on the Company's Board. On the date of the
Company's annual meeting of shareholders occurring later than 12 months after a
nonemployee director's initial election, the Director Stock Option Plan provides
such nonemployee director (subject to his or her re-election if up for
re-election at such annual meeting) will be automatically awarded additional
options to purchase 1,000 shares of Common Stock at the fair market value of the
Company's Common Stock on the date on which the option is granted. An aggregate
of 75,000 shares of the Company's Common Stock has been reserved for issuance
under the Director Stock Option Plan. As of April 19, 2002, a total of 9,000
options were granted and had not expired or been forfeited, all of which were
outstanding. These options, which are held by 4 persons, have exercise prices
ranging from $5.35 per share to $10.53 per share (based on fair market value at
date of grant) and vest in 50% annual increments over a two-year period and are
exercisable over a ten-year period. Under certain circumstances, including
death, permanent disability, retirement or a change in control, vesting is
accelerated and the options become fully exercisable.

Registration Statements

The Company has filed registration statements on Form S-8 with the SEC in order
to register all of the shares of Common Stock issuable under the Company's two
option plans. So long as such registration statements remain effective under the
Securities Act of 1933, as amended (the "Act"), shares of Common Stock issued
upon the exercise of outstanding options under the option plans will be
immediately and freely tradable without restriction under the Act, subject to
applicable volume limitations, if any, under Rule 144 and, in the case of
executive officers and directors of the Company, Section 16 of the Exchange Act.

Deferred Compensation Plans for Executive Officers and Key Employees

Effective January 1, 1988, the Company established a deferred compensation plan
(the "1988 Deferred Compensation Plan") for executive officers and key employees
of the Company. The employees eligible to participate in the 1988 Deferred
Compensation Plan (the "Participants") are chosen at the sole discretion of the
Board, upon a recommendation from the Compensation Committee. Pursuant to the
1988 Deferred Compensation Plan, commencing on a Participant's retirement date,
he or she will receive an annuity for ten years. The amount of the annuity shall
be computed at 30% of the Participant's salary, as defined. Any Participant with
less than ten years of service to the Company as of his or her retirement date
will only receive a pro rata portion of the annuity. Retirement benefits paid
under the 1988 Deferred Compensation Plan will be distributed monthly. The
Company paid benefits under this plan of approximately $15,600 during 2001, none
of which was paid to any executive officer. The maximum benefit payable to a
Participant (including each of the executive officers) under the 1988 Deferred
Compensation Plan is presently $30,000 per annum.

During 1996, the Company established a second deferred compensation plan (the
"1996 Deferred Compensation Plan") for executives of the Company. The executives
eligible to participate in the 1996 Deferred Compensation Plan are chosen at the
sole discretion of the Board upon a recommendation from the Compensation
Committee. The Company may make contributions each year in its sole discretion
and is under no obligation to make a contribution in any given year. For 2001
the Company contributed $110,000 under this plan. Participants in the plan will
vest in their plan benefits over a ten-year period. If the participant's
employment terminates due to death, disability or a change in control of
management, he or she will vest 100% in all benefits under the plan. Retirement
benefits will be paid, as selected by the participant, based on the sum of the
contributions made and any additions based on investment gains. One executive
officer of the Company has been chosen as a participant in the 1996 Deferred
Compensation Plan.

401(k) Plan

The Company maintains a 401(k) Plan (the "401(k) Plan"), which is intended to
qualify under Section 401(k) of the Code. All full-time employees of the Company
over the age of 21 are eligible to participate in the 401(k) Plan after
completing 90 days of employment. During 2001, each eligible employee could
elect to contribute to the 401(k) Plan, through payroll deductions, up to 15% of
his or her salary, limited to $10,500 in 2001. The Company's 401(k) Plan
provides for discretionary matching contributions by the Company. During 2001
and in prior years, the Company's 401(k) Plan provided for standard matching
contributions by the Company in the amount of 25% on the first 6% contributed of
each participating employee's salary.

Employment Agreements

The Goldberg Agreements

The Company has employment agreements with each of Paul Goldberg, its Chairman
of the Board, and Bruce M. Goldberg, its Chief Executive Officer and President
(collectively and as amended the "Goldberg Agreements"). Effective January 1,
2000, the term of each of the Goldberg Agreements was extended until December
31, 2005, with automatic additional successive one-year renewal periods
thereafter unless terminated in writing by the Company or the employee at least
60 days prior to the expiration of the then current term and subject, in the
case of Paul Goldberg, to earlier termination in the event that Paul Goldberg
elects to exercise his right to retire as hereinafter described. Each of the
Goldberg Agreements provides for a base salary, in the case of Paul Goldberg, of
$291,167 per annum effective January 1, 2000, and, in the case of Bruce M.
Goldberg, of $391,723 per annum effective January 1, 1999, subject to an annual
increase

equal to the greater of 4% per annum or the increase in the cost of living.
During 2001, Bruce M. Goldberg and Paul Goldberg voluntarily agreed to
reductions in their base salary which amounted to approximately $35,000 and
$25,000, respectively, for 2001. Under the Goldberg Agreements, Paul Goldberg
and Bruce M. Goldberg are entitled to receive, in the case of Paul Goldberg, an
annual cash bonus equal to 3% and, in the case of Bruce M. Goldberg, an annual
cash bonus in 1999 equal to 4% and in 2000 and thereafter 5% of the Company's
pre-tax income, before nonrecurring and extraordinary charges, in excess of
$1,000,000 in any calendar year. Such annual bonus compensation for each of Paul
Goldberg and Bruce M. Goldberg is limited in any year to an amount no greater
than two times his respective base salary for the applicable year. In addition,
upon a change in control, all options granted by the Company to Paul Goldberg
and Bruce M. Goldberg automatically vest.

In 1998, the Board of Directors approved a loan to Bruce M. Goldberg in the
amount of $125,000 in connection with his relocation to Silicon Valley. This
loan, which was evidenced by a promissory note and bore interest at 5% per
annum, was forgiven effective December 31, 2000 and is included in Mr.
Goldberg's compensation for 2000.

Under the Goldberg Agreement for Paul Goldberg, as amended, he is able to elect,
in his sole discretion, to retire at any time (the "Retirement Election"). Upon
the earlier to occur of the Retirement Election or at the expiration of the term
of his Goldberg Agreement, the Company will be obligated to pay Paul Goldberg
(in addition to any other compensation he may be entitled to upon termination),
and his spouse upon his death, a retirement benefit of $100,000 per annum until
the later of the death of Paul Goldberg or his spouse, provide him and his
spouse, without cost, until the later of their respective deaths, at least the
same level of medical and health insurance benefits as was provided prior to his
retirement and continue to pay the premiums on the life insurance policy
insuring his life as described under "Summary Compensation Table" hereinabove.

The Goldberg Agreements also provide certain additional benefits to each of Paul
Goldberg and Bruce M. Goldberg, including participation in the Company benefit
plans, use of a Company automobile and, in the case of Bruce M. Goldberg,
continuance in the event of disability of all his respective compensation and
other benefits for two years.

The Goldberg Agreements, also provide that, in the event of change in control
(as defined) of the Company, each of Paul Goldberg and Bruce M. Goldberg shall
have the option in his sole discretion to terminate his Goldberg Agreement. In
such event, Paul Goldberg would be entitled to elect (in lieu of electing to
continue to receive some or all of the compensation, payments and benefits as
and when due under his Goldberg Agreement) to receive a lump sum payment equal
to the sum of (i) Paul Goldberg's compensation due through the greater of the
end of the term of his Goldberg Agreement or three years after the change in
control, (ii) the present value (assuming a certain discount rate and life
expectancy) of the retirement payments payable to Paul Goldberg commencing from
the later of the end of the term or three years after the change in control
until his death, (iii) an amount sufficient to pay, until the later of his or
his spouse's death, the premium for at least the same level of health insurance
benefits as was provided before the change in control and (iv) an amount
sufficient to pay until his death, the premiums on the life insurance policy
insuring his life as described under "Summary Compensation Table." Similarly,
under the Goldberg Agreement for Bruce M. Goldberg, in the event of a change in
control and Bruce M. Goldberg's election to terminate his Goldberg Agreement,
Bruce M. Goldberg at his option will be entitled to elect to receive a lump sum
payment equal to his compensation due through the later of the end of the term
of his Goldberg Agreement or three years after the change in control or for such
period to continue to receive such compensation as and when due under the
Goldberg Agreement. The Goldberg Agreements (as well as the employment
agreements for each of Howard L. Flanders and Rick Gordon discussed below) also
provide for reimbursement of, and a gross-up for, any federal tax liability
imposed pursuant to Section 4999 or Section 280G (or any successor provisions)
of the Internal Revenue Code of 1986, as amended, and any similar state or local
taxes, as a result of a change in control payment, consideration and/or benefit
made or provided by the Company pursuant to such employment agreements.

The Flanders/Gordon Agreements

Effective as of January 1, 2000, the Company entered into a new employment
agreement with Howard L. Flanders, its Executive Vice President, Chief Financial
Officer and Corporate Secretary (the "Flanders Agreement"), and Rick Gordon, its
Senior Vice President of Sales (the "Gordon Agreement" and collectively with the
Flanders Agreement, the "Flanders/Gordon Agreements"). The Flanders/Gordon
Agreements each expire on December 31, 2003, with automatic additional
successive one-year renewal periods thereafter unless terminated in writing by
the Company or the employee at least 60 days prior to expiration of the then
current term. They provide for a base salary, effective as of January 1, 2000,
of $215,000 per annum for Mr. Flanders and $218,000 per annum for Mr. Gordon,
subject to an annual increase commencing January 1, 2001, equal to the greater
of 5% per annum or the increase in the cost of living. During 2001, Howard L.
Flanders and Rick Gordon voluntarily agreed to reductions in their base salary
which amounted to approximately $19,000 for each for 2001. Under the
Flanders/Gordon Agreements, Messrs. Gordon and Flanders are entitled to receive
an annual cash bonus equal to 2% of the Company's pre-tax income, before
nonrecurring and extraordinary charges, in excess of $1,000,000 in any calendar
year. Such annual cash bonus compensation is limited in any year to an amount no
greater than such executive's base salary for the applicable year. The
Flanders/Gordon Agreements also provide for certain additional benefits,
including participation in the Company benefit plans, use of a Company
automobile and continuance of all their respective compensation and other
benefits for two years in the event of disability. Further, if Mr. Gordon or Mr.
Flanders were to be terminated without cause (which includes requiring employee
to perform duties not commensurate with his offices or which differ materially
from duties that presently exist or, after a change in control, changing the
location where employee is based), he is entitled to receive severance benefits
equal to the greater of two-years compensation or the remainder of the
compensation due under the applicable Flanders/Gordon Agreement. Additionally,
under the Flanders/Gordon Agreements, the Company will pay premiums under a life
insurance policy for each of Messrs. Gordon and Flanders with the beneficiary to
be as designated by Mr. Gordon or Mr. Flanders, respectively, as described under
"Summary Compensation Table" above. The Flanders/Gordon Agreements also provide
that, in the event of a change in control (as defined) of the Company, each of
Mr. Gordon and Mr. Flanders would have the option in his sole discretion to
terminate the applicable Flanders/Gordon Agreement. In such event, and subject
to remaining an employee of the Company (or its successor) for 180 days after
the change in control (other than as a result of his death, disability or
termination without cause), Mr. Gordon or Mr. Flanders, at his option, is
entitled to elect to receive a lump-sum payment equal to his respective
compensation due through the later of the end of the term of the applicable
Flanders/Gordon Agreement or two years after the change in control or for such
period to continue to receive such compensation as and when due under such
Flanders/Gordon Agreement. In addition, upon a change in control, all options
granted by the Company to Messrs. Flanders and Gordon automatically vest. The
Flanders/Gordon Agreements also contain covenants not to compete,
nonsolicitation and nondisclosure provisions.

Board Compensation

The members of the Board do not currently receive compensation from the Company
for acting in their capacity as directors of the Company nor has the Company
adopted any standard arrangement for compensating non-employee directors of the
Company other than grants of options under the Director Stock Option Plan. In
addition to the Director Option Stock Plan, the Company may decide in the future
to further compensate directors and/or to establish a standard cash compensation
arrangement for non-employee directors. See "2000 Nonemployee Director Stock
Option Plan."

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board consists of Daniel M. Robbin and Robin
L. Crandell, both being independent, non-employee directors of the Company. See
"BOARD COMMITTEES - Compensation Committee." Since January 1, 2001 to the date
hereof, neither member of the Compensation Committee had any relationship with
the Company requiring disclosure under Item 404 of Regulation S-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 19, 2002, by: (i) each
person known by the Company to be the beneficial owner of more than five percent
(5%) of the Company's Common Stock, (ii) each director of the Company, (iii)
each executive officer of the Company who was serving as an executive officer at
the end of fiscal year 2001 (including the Chief Executive Officer) and (iv) all
executive officers and directors of the Company as a group. Except as indicated
in the notes to the following table, the persons named in the table have sole
voting and investment power with respect to all shares shown as beneficially
owned by them.

Percent of
Name and Address Amount and Nature of Outstanding
of Beneficial Owner (1) Beneficial Ownership (2) Shares (2)
----------------------- ------------------------ -----------

Bruce M. Goldberg (3)........................... 346,432 8.8%
Paul Goldberg (4)............................... 223,073 5.7%
Dimensional Fund Advisors Inc. (5).............. 208,220 5.4%
Rick Gordon..................................... 60,650 1.6%
Howard L. Flanders.............................. 50,650 1.3%
John Jablansky.................................. 13,425 *
Daniel M. Robbin................................ 9,250 *
Richard E. Siegel............................... 2,600 *
Robin L. Crandell............................... 1,500 *
Lewis B. Freeman................................ 750 *
All executive officers and directors
as a group (9 persons)(3)(4).................... 708,330 17.0%
---------------
* Less than 1%

(1) The address of each of Paul Goldberg, Howard L. Flanders and John
Jablansky is 16115 N.W. 52nd Avenue, Miami, Florida 33014; each of
Bruce M. Goldberg and Rick Gordon is 230 Devcon Drive, San Jose,
California 95112; Daniel M. Robbin is 4697 Carlton Golf Drive, Lake
Worth, Florida 33467; Richard E. Siegel is 10 Long Spur Street, Portola
Valley, California 94028; Robin L. Crandell is 950 Bascom Avenue, Suite
1113, San Jose, California 95128; and Lewis B. Freeman is 2601 South
Bayshore, Suite 1900, Coconut Grove, Florida 33133.
(2) Includes as to the person indicated the following outstanding stock
options to purchase shares of the Company's Common Stock issued under
the Employees', Officers', Directors' Stock Option Plan and the
Director Stock Option Plan which will be vested and exercisable on or
before June 18, 2002: 128,000 options held by Bruce M. Goldberg; 94,500
options held by Paul Goldberg; 60,450 options held by Rick Gordon;
46,450 options held by Howard L. Flanders; 7,175 options held by John
Jablansky; 7,250 options held by Daniel M. Robbin; 1,500 options held
by Richard E. Siegel; 1,500 options held by Robin L. Crandell; 750
options held by Lewis B. Freeman; and 347,575 options held by the
executive officers and directors as a group. Excludes outstanding stock
options to purchase an aggregate of 72,625 additional shares of the
Company's Common Stock issued under the Employees', Officers',
Directors' Stock Option Plan and the Director Stock Option Plan to the
executive officers and directors as a group that will not be vested nor
exercisable as of June 18, 2002. For purposes of calculating the
Percent of Outstanding Shares, the shares of Common Stock held by a
wholly-owned subsidiary of the Company and treasury shares of the
Company totaling 215,387 are not deemed to be outstanding.
(3) Includes a total of 79,500 shares of the Company's Common Stock held of
record by Bruce M. Goldberg as trustee for his sons and for his nieces
and nephew. For federal securities law purposes only, Bruce M. Goldberg
is deemed to be the beneficial owner of these securities. Does not
include 1,500 shares of the Company's Common Stock held of record by
Jayne Goldberg, the wife of Bruce M. Goldberg, and 19,209 shares of the
Company's Common Stock held of record by an unrelated third party as
trustee for Bruce M. Goldberg's sons. Bruce M. Goldberg disclaims
beneficial ownership over all such securities.

(4) Includes 57,844 shares of the Company's Common Stock owned of record by
Paul Goldberg's wife, Lola Goldberg, and a total of 500 shares of the
Company's Common Stock held of record by Paul Goldberg as custodian for
two of his grandchildren. For federal securities law purposes only,
Paul Goldberg is deemed to be the beneficial owner of these securities.
Does not include 35,940 shares of the Company's Common Stock held of
record by Robin Phelan, the daughter of Paul and Lola Goldberg, over
which securities Paul and Lola Goldberg disclaim beneficial ownership.
(5) Dimensional Fund Advisors Inc. ("Dimensional") is a registered
investment advisor with offices at 1299 Ocean Avenue, Santa Monica,
California 90401. Information as to the beneficial ownership of the
Company's Common Stock by Dimensional was obtained from a Schedule 13G
filed on February 12, 2002 with the SEC which disclosed that
Dimensional was the beneficial owner of 208,220 shares, over all of
which it had sole voting power and sole dispositive power in its role
as investment advisor or manager to certain investment companies,
trusts and accounts which own the shares. Such filing further disclosed
that the shares were acquired in the ordinary course of business and
were not acquired for the purpose of, and do not have the effect of,
changing or influencing the control of the Company and were not
acquired in connection with or as a participant in any transaction
having such purpose or effect.

Item 13. Certain Relationships and Related Transactions
----------------------------------------------

During 2001, the Company purchased product aggregating approximately $2.4
million from Supertex, Inc., a supplier of the Company where a Board member of
the Company, Richard E. Siegel, is the Executive Vice President and a director.

In January 2001, the Company, with the approval of the Board, entered into a
lease for a California townhouse for the purpose of accommodating employees of
the Company visiting the San Jose area. The townhouse is owned by a partnership
that consists of Paul Goldberg and his spouse and Bruce M. Goldberg. The lease
has a term expiring in 2006 and provides for monthly rent of $4,800 on a
triple-net basis. In consideration of the impact of the severe industry
downturn, the partnership reduced the monthly rent to $3,400 beginning November
2001. The reduced rent will continue until industry conditions improve.

------------------------

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.

ALL AMERICAN SEMICONDUCTOR, INC.
(Registrant)

By: /s/ Paul Goldberg
---------------------------------------------
Paul Goldberg, Chairman of the Board
(Duly Authorized Officer)

By: /s/ Howard L. Flanders
---------------------------------------------
Howard L. Flanders, Executive Vice President,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
Dated: April 30, 2002