SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1999 AMENDMENT NO. 1 Commission file number: 000-05083 SAUCONY, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-1465840 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 13 Centennial Drive, Peabody, MA 01960 --------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (978) 532-9000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, $.33-1/3 par value ---------------------------------------- (Title of class) Class B Common Stock, $.33-1/3 par value ---------------------------------------- (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. [ X ] The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant, as of March 10, 2000, was approximately $53,894,220 (based on the closing prices of the Class A Common Stock and Class B Common Stock on such date as reported on the Nasdaq National Market). The number of shares of the registrant's Class A Common Stock, $.33-1/3 par value, and Class B Common Stock, $.33-1/3 par value, outstanding on March 10, 2000 was 2,618,827 and 3,557,769, respectively. Documents Incorporated by Reference Document Form 10-K Part Proxy Statement for Annual Meeting of Stockholders Part III of the Registrant to be held on May 18, 2000, to be filed with the Securities and Exchange Commission. FORM 10-K/A EXPLANATORY NOTE This amendment is filed for the purposes of filing Exhibit 23.1 to the registrant's annual report on Form 10-K for the year ended December 31, 1999 and of correcting the Exhibit Index to the annual report to reflect the incorporation of Exhibit 23.2 thereto by reference to the registrant's annual report on Form 10-K for the year ended January 2, 1998. The Exhibit Index immediately preceding the exhibits filed as part of the registrant's annual report on Form 10-K for the year ended December 31, 1999 is hereby amended and restated in its entirety as follows: EXHIBIT INDEX Exhibit Number Description 3.1 Restated Articles of Organization, as amended, of the Registrant are incorporated herein by reference to the Registrant's current report on Form 8-K dated May 21, 1998. * 3.2 By-Laws, as amended, of the Registrant are incorporated herein by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-2, as amended (File No. 33-61040) (the "Form S-2"). * 10.1 Credit Agreement between the Registrant and State Street Bank and Trust Company dated August 31, 1998 incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1998. * 10.2 Amendment dated March 15, 1999 to the Credit Agreement between the Registrant and State Street Bank and Trust Company, dated August 31, 1998, incorporated herein by reference to Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the year ended January 1, 1999. * 10.3** 1982 Employee Stock Option Plan, as amended, is incorporated herein by reference to Exhibit 10.7 to the Form S-2 * 10.4** 1993 Equity Incentive Plan, as amended, is incorporated herein by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 1998. * 10.5** Amendment No. 3 to 1993 Equity Incentive Plan 10.6** VP Bonus Plan is incorporated herein by reference to Exhibit 10.19 to the Form S-2 * 10.7** 1993 Director Option Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 2, 1993, as amended (the "1993 Form 10-Q") * 21 Subsidiaries of the Registrant 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Grant Thornton, incorporated herein by reference to Exhibit 23.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 1998. * 27 Financial Data Schedule for the fiscal year ended December 31, 1999. * Incorporated herein by reference. ** Management contract or compensatory plan or arrangement filed herewith in response to Item 14(a)(3) of the instructions to Form 10-K. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned thereunto duly authorized. SAUCONY, INC. (Registrant) By: /s/ Charles A. Gottesman Chief Operating Officer Date: April 10, 2000