SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A No.1
(Mark One)
X Amendment No.1 to Annual Report pursuant to Section 13 or 15 (d) of
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the Securities Exchange Act of 1934
For the fiscal year ended December 29, 2001
or
Transition Report pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934
For the transaction period from to
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Commission file number 0-10345
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Cache, Inc.
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(Exact name of registrant as specified in its charter)
Florida 59-1588181
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
1460 Broadway, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 575-3200
Securities registered pursuant to Section 12(b) of the Act: (none)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 par value
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(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
filing requirements for the past 90 days.
Yes X No
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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 the 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 31, 2002 the aggregate market value of the voting stock held by
non-affiliates of the registrant (based on the closing price in the NASDAQ
National Market)was approximately $20.5 million.
As of March 31, 2002, 9,100,150 common shares were outstanding.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See also "Executive Officers of the Company" under Part III of
Registrant's report on Form 10-K for the fiscal year ended December 29,
2001, previously filed with the Securities and Exchange Commission.
DIRECTORS OF THE REGISTRANT
The Board of Directors of the Company presently consists of
the following six members: Messrs. Andrew M. Saul, Joseph E. Saul,
Brian Woolf, Thomas E. Reinckens, Morton J. Schrader and Mark E.
Goldberg, each of whom is expected to be a nominee for re-election
at the Company's next Annual Meeting of Shareholders.
Director
Name Age Principal Occupation Since
- ------------------------ --- -------------------------------- --------
Brian Woolf ............ 53 Chairman of the Board and 2000
Chief Executive Officer (1)
Thomas E. Reinckens .... 48 President, Chief Operating 1993
Officer of the Company (2)
Andrew M.Saul . . . .... 55 Partner, Saul Partners (3) 1986
Joseph E. Saul ......... 82 Partner, Saul Partners (4) 1986
Morton J. Schrader ..... 70 Real Estate Broker (5) 1989
Mark E. Goldberg ....... 45 Attorney in Private Practice (6) 1989
_________________________
(1) Mr. Woolf became Chairman of the Board of Directors and Chief
Executive Officer of the Company on October 4, 2000. From March
1999 to October 2000, Mr. Woolf was Executive Vice President and
General Merchandise Manager for The Limited, Inc.
(2) Mr. Reinckens became President and Chief Operating Officer of
the Company on October 4, 2000. From September 1995 to October
2000, Mr. Reinckens served as Executive Vice President and Chief
Financial Officer of the Company.
(3) Mr. Saul served as Chairman of the Board of Directors of the
Company from February 1993 to October 2000. He has been a
partner of Saul Partners, an investment partnership, since 1986.
Mr. Saul is the son of Joseph E. Saul.
(4) Mr. Saul has been a partner of Saul Partners, an investment
partnership, since 1986. He is the father of Mr. Andrew M. Saul.
(5) Mr. Schrader was the President of Abe Schrader Corp., a
manufacturer of women's apparel, from 1968 through March 1989.
Since 1989, he has been active as a real estate broker.
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(6) Mr. Goldberg has been an attorney in private practice since
1985. Mr. Goldberg has provided legal assistance to the Company
since 1988 and is expected to continue to do so in 2002.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation for the past three
years of the Chief Executive Officer and the Company's other three most
highly compensated executive officers (collectively, the "Named Executive
Officers").
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
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SECURITIES ALL OTHER
NAME AND FISCAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS OPTIONS(#) ($)(1)
- ------------------------- ------ --------- ------- ----------- ------------
BRIAN WOOLF 2001 401,857 -- 100,000 3,640
(CHAIRMAN/CHIEF EXECUTIVE 2000 74,203 -- 300,000 --
OFFICER SINCE 10/4/00)
THOMAS E. REINCKENS 2001 326,857 60,244 -- 2,847
(PRESIDENT, CHIEF 2000 284,973 -- 28,125 2,662
OPERATING OFFICER/ 1999 272,596 -- 28,125 2,705
DIRECTOR)
MAE SOO HOO 2001 280,852 -- -- 2,075
(EXECUTIVE VICE 2000 280,852 -- 30,625 1,978
PRESIDENT/DIRECTOR 1999 279,410 -- 30,625 1,950
WHO RESIGNED IN
FEBRUARY 2002)
ROY C. SMITH 2001 287,116 63,485 -- 8,775
(EXECUTIVE VICE 2000 275,000 -- -- 9,592
PRESIDENT/DIRECTOR, WHO 1999 273,558 -- -- 9,195
RESIGNED IN MARCH 2002)
(1) Included in the figures shown under this column for 2001 are the
following insurance premiums paid by the Company with respect to
term life insurance for the benefit of the executive officer and
long-term disability insurance: $3,640 and $0, respectively, for
Mr. Woolf; $3,000 and $5,775, respectively for Mr. Smith; $1,346
and $1,501, respectively, for Mr. Reinckens and $754 and $1,321,
respectively, for Ms. Soo Hoo.
Included in the figures shown under this column for 2000 are the
following insurance premiums paid by the Company with respect to
term life insurance for the benefit of the executive officer and
long-term disability insurance: $3,817 and $5,775, respectively for
Mr. Smith; $1,161 and $1,501, respectively, for Mr. Reinckens and
$657 and $1,321, respectively for Ms. Soo Hoo.
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Included in the figures shown under this column for 1999 are the
following insurance premiums paid by the Company with respect to
term-life insurance for the benefit of the executive officer and
long-term disability insurance: $3,420 and $5,775, respectively,for
Mr. Smith; $1,204 and $1,501, respectively, for Mr. Reinckens and
$629 and $1,321, respectively, for Ms. Soo Hoo.
AGGREGATED FISCAL YEAR-END STOCK OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY STOCK OPTIONS
STOCK OPTIONS AT FY-END(#) AT FY-END ($) (1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Brian Woolf 75,000 325,000 $ 75,750 $ 267,250
Thomas E. Reinckens 125,000 -- $ 57,813 $ --
Mae Soo Hoo 153,750 26,031 $ 73,266 $ 26,292
Roy C. Smith 147,500 -- $ 69,906 $ --
(1) In-the money Stock Options are those where the fair market
value of the underlying stock exceed the exercise price of
the Option. The amounts in this column represent the
difference between the exercise price of the Stock Options
and the closing price of the Company's Common Stock on
December 28, 2001 (the last day of trading for Fiscal 2001)
for all options held by each Named Executive Officer,
whether vested or unvested. The closing price of the
Company's Common Stock as reported on NASDAQ/NMS on December
28, 2001 was $3.60 per share.
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STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to stock
options granted in Fiscal 2001 to each of the Named Executive
Officers.
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Potential
Realizable Value
At Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term (1)
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(a) (b) (c) (d) (e) (f) (g)
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Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted(#) Fiscal Year ($)/share) Date 5%($) 10%($)
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<s> <c> <c> <c> <c> <c> <c>
Brian Woolf (2) 100,000 43.86% $3.20 10/02/11 88,410 195,363
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(1) Potential realizable value is based on an assumption that the
market price of the stock appreciates at the stated rate
compounded annually, from the date of grant to the expiration
date. These values are calculated on requirements promulgated by
the Securities and Exchange Commission and do not reflect the
Company's estimate of future stock price appreciation. Actual
gains, if any, are dependent on the future market price of the
Company's Common Stock.
(2) On October 2, 2001, the Company granted 100,000 incentive stock
options to Mr. Woolf under the Company's 2000 Stock Option Plan.
The options were granted at an exercise price of $3.20, (the
closing price of the Common Stock on NASDAQ/NMS on October 2,
2001) per share, expiring on October 2, 2011, subject to
accelerated vesting at the maximum rate of up to 50% per year for
the year ended December 31, 2002 and up to 25% per year for the
years ended December 31, 2003 and 2004, to the extent the
company's earnings plan was achieved, based on the following
sliding scale.
Options Which
Will Become
Percentage of Earnings Exercisable
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Greater than or equal to 90% . . . . . . . . . . . ......... 25%
Greater than or equal to 75%, but less than 90% . . . . ... 20%
Greater than or equal to 60%, but less than 75% . . . . . .. 15%
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Employment Contracts and Change-of-Control Provisions
Pursuant to an agreement made as of September 27, 2000 between
Mr. Woolf and the Company, in exchange for Mr. Woolf's services as
Chairman and Chief Executive Officer of the Company, he receives an
annual base salary initially of $400,000. The agreement's term is
through January 31, 2003. The agreement grants Mr. Woolf an initial
option to purchase 300,000 shares of the Company's Common Stock under
the 2000 Stock Plan. The agreement also grants Mr. Woolf the option to
purchase an additional 100,000 shares of the Company's Common Stock
under the 2000 Stock Plan. The agreement grants Mr. Woolf the ability
to receive a bonus based on the Company's pre-tax earnings. The
agreement also entitles Mr. Woolf to a term life insurance policy of
three times his annual salary and to participate in the Company's long
term disability coverage and its medical and dental package. The
agreement provides that if the Company terminates Mr. Woolf's
employment for any reason other than those set forth in the next
sentence, or if Mr. Woolf accepts other employment, Mr. Woolf will
continue to receive his compensation at the rate in effect at the date
of such termination for a maximum period of twelve months. The
agreement becomes null and void if the Company unilaterally terminates
Mr. Woolf's employment for (i) theft or other fraudulent conversion of
corporate assets, (ii) willful malfeasance with respect to his
responsibilities or (iii) permanent disability.
All of the options granted under the Company's 2000 and 1994 Stock
Option Plans contain a provision under which the option will become
immediately exercisable (the "Accelerated Exercise") with respect to all
shares subject to it as follows: (i) except as provided in clause (iii)
below, immediately after the first date on which less than 25% of the
outstanding Common Stock in the aggregate is beneficially owned (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934) by
Andrew M. Saul and Joseph E. Saul, members of their immediate families
and one or more trusts established for the benefit of such individuals
or members, (ii) immediately prior to the sale of the Company
substantially as an entirety (whether by sale of stock, sale of assets,
merger, consolidation or otherwise), (iii) immediately prior to the
expiration of any tender offer or exchange offer for shares of Common
Stock of the Company, where: (x) all holders of Common Stock are
entitled to participate, and (y) the Sauls have agreed (or have
announced their intent) to sell such number of their shares of Common
Stock as will result in the Sauls beneficially owning less than 25% of
the outstanding shares of Common Stock in the aggregate, and (iv)
immediately, if 20% or more of the directors elected by shareholders to
the Board of Directors are persons who were not nominated by management
in the most recent proxy statement of the Company. The Company is
required to give appropriate notice so as to permit an optionee to take
advantage of the foregoing provisions.
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Compensation of Directors
All non-employee Directors (Messrs. Andrew Saul, Joseph Saul, Mark
Goldberg and Morton Schrader) are compensated for their services to the
Company by participation in the Company's group medical insurance
program at an approximate cost to the Company of $11,500 per individual
per year.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation and Plan Administration Committee
consists of Messrs. Andrew M. Saul, Mark E. Goldberg and Morton J.
Schrader.
Mr. Goldberg is also an attorney in private practice. He has been
retained by the Company to provide legal services since 1988 and is
expected to provide further legal services in 2002. During the fiscal
year ended December 28, 2001, Mr. Goldberg received $23,990 from the
Company for legal services rendered during Fiscal 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders and Share Ownership
By Management
The following table sets forth certain information as to the
beneficial ownership of the Company's equity securities as of March 31,
2002 by (i) each director or nominee of the Company, (ii) each Named
Executive Officer, (iii) each person who is known to the Company to be
the beneficial owner of more than 5% of the Common Stock, and (iv) all
executive officers and directors as a group. Unless otherwise indicated,
the beneficial ownership for each person consists of the sole voting and
sole investment power with respect to all shares beneficially owned by
him. For purposes of this table, a person or group of persons is deemed
to have "beneficial ownership" of any shares as of a given date which
such person has the right to acquire within 60 days after such date. For
purposes of computing the percentage of outstanding shares held by each
person or group of persons named above on a given date, any security
which such person or persons has the right to acquire within 60 days
after such date is deemed to be outstanding, but is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.
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Percentage of
Number of shares Outstanding Shares
Person and Address of Common Stock of Common Stock
- ----------------------- ---------------- ------------------
Andrew M. Saul
9 West 57th Street
New York, NY 10019 (1) 6,145,054 67.53%
Joseph E. Saul
9 West 57th Street
New York, NY 10019 (2) 6,145,054 67.53%
Norma G. Saul
9 West 57th Street
New York, NY 10019 (3) 6,145,054 67.53%
Trust f/b/o
Jennifer B. Saul
pursuant to Trust
Agreement dated
March 28, 1995
9 West 57th Street
New York, NY 10019 (4) 756,314 8.31%
Trust f/b/o
Kimberly E. Saul
pursuant to Trust
Agreement dated
March 28, 1995
9 West 57th Street
New York, NY 10019 (4) 756,314 8.31%
Jane Saul Berkey
Cache, Inc.
1460 Broadway
New York, NY 10036 (5) 744,046 8.18%
Thomas E. Reinckens
Cache, Inc.
1460 Broadway
New York, NY 10036 (6) 198,719 2.09%
Brian Woolf
Cache, Inc.
1460 Broadway
New York, NY 10036 (7) 75,000 Less than 1%
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Percentage of
Number of shares Outstanding Shares
Person and Address of Common Stock of Common Stock
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Mark E. Goldberg
60 East 42nd Street
New York, NY 10165 28,795 Less than 1%
Morton J. Schrader
200 Park Avenue - 16th Floor
New York, NY 10166 5,000 Less than 1%
All Current
Executive Officers
and Directors as a
Group (six persons) 6,377,568 69.13%
_________________
(1) Represents shares beneficially owned by the group
consisting of Andrew Saul, Joseph Saul, Norma
Saul and the Trusts (defined below) according to a
Schedule 13D, as amended, filed by the group with the
Securities and Exchange Commission. Andrew M. Saul may be
deemed to own beneficially 2,891,218 shares of Common
Stock (31.8%), if all shares owned by him or issuable
pursuant to rights owned by him are deemed outstanding
(including the shares owned by the Trusts of which Andrew
Saul is a trustee, and the shares owned by the A. Saul
Foundation, of which Andrew Saul is a director, but
excluding all shares issuable pursuant to rights held by
persons other than Andrew Saul, the Trusts of which
Andrew Saul is a trustee and the A. Saul Foundation),
consisting of (i) 2,585,158 shares of Common Stock owned
by Andrew Saul, (ii) 140,530 shares of Common Stock owned
by the 85 J. Saul Trust of which Andrew Saul is a
trustee, (iii) 140,530 shares of Common Stock owned by
the 84 K. Saul Trust of which Andrew Saul is a trustee,
and (iv) 25,000 shares of Common Stock owned by the A.
Saul Foundation of which A. Saul is a director. Andrew
Saul, his wife Denise, and Sidney Silberman comprise the
Board of Directors of the A. Saul Foundation and Andrew
Saul is its President. Andrew Saul, in his capacity as
one of the trustees of the trusts referenced in (ii) and
(iii) above, may be deemed to have shared voting power
and disposition power over the shares of Common Stock
owned by such trusts. Andrew Saul, in his capacity as
one of the directors of the A. Saul Foundation, may be
deemed to have shared voting power and disposition power
over the shares held by such foundation. Andrew Saul
disclaims beneficial ownership of the shares not directly
owned or under rights owned by him.
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(2) Represents shares beneficially owned by the group
consisting of Andrew Saul, Joseph Saul, Norma
Saul and the Trusts, according to a Schedule 13D, as
amended, filed by the group with the Securities and
Exchange Commission. Joseph E. Saul may be deemed to own
beneficially 2,353,436 shares of Common Stock (25.9%), if
all shares owned by him or issuable pursuant to rights
owned by him are deemed outstanding (including the shares
owned by the Trusts of which Joseph Saul is a trustee,
and the shares owned by the J. Saul Foundation, of which
Joseph Saul is a director, but excluding all shares
issuable pursuant to rights held by persons other than
Joseph Saul, the Trusts of which Joseph Saul is a trustee
and the J. Saul Foundation), consisting of (i) 733,308
shares of Common Stock owned by Joseph Saul, (ii) 756,314
shares of Common Stock owned by the 85 J. Saul Trust of
which Joseph Saul is a trustee, (iii) 756,314 shares of
Common Stock owned by the 85 K. Saul Trust of which
Joseph Saul is a trustee and (iv) 107,500 shares of
Common Stock owned by the J. Saul Foundation of which J.
Saul is a director. Joseph Saul, his wife Norma, and
Sidney Silberman comprise the Board of Directors of the
J. Saul Foundation and Joseph Saul is its President.
Joseph Saul, in his capacity as one of the trustees of
the trusts referenced in (ii) and (iii) above, may be
deemed to have shared voting power and disposition power
over the shares of Common Stock owned by such trusts.
Joseph Saul, in his capacity as one of the directors of
the J. Saul Foundation, may be deemed to have shared
voting power and disposition power over the shares held
by such foundation. Joseph Saul disclaims beneficial
ownership of the shares not directly owned or under
rights owned by him.
(3) Represents shares beneficially owned by the group
consisting of Andrew Saul, Joseph Saul, Norma
Saul and the Trusts, according to a Schedule 13D, as
amended, filed by the group with the Securities and
Exchange Commission. Norma Saul may be deemed to own
beneficially 2,520,528 shares of Common Stock (27.7%), if
all shares owned by her or issuable pursuant to rights
owned by her are deemed outstanding (including the shares
owned by the Trusts of which Norma Saul is a trustee and
the shares owned by the J. Saul Foundation, of which
Norma Saul is a director, but excluding all shares
issuable pursuant to rights held by persons other than
Norma Saul, the Trusts of which Norma Saul is a trustee
and the J. Saul Foundation), consisting of (i) 900,400
shares of Common Stock owned by Norma Saul, (ii) 756,314
shares of Common Stock owned by the 85 J. Saul Trust of
which Norma Saul is a trustee, (iii) 756,314 shares of
Common Stock owned by the 85 K. Saul Trust of which Norma
Saul is a trustee and (iv) 107,500 shares of Common Stock
owned by the J. Saul Foundation of which Norma Saul is a
director. Norma Saul, in her capacity as one of the
trustees of the trusts referenced in (ii) and (iii)
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above, may be deemed to have shared voting power and
disposition power over the shares of Common Stock owned
by such trusts. Norma Saul, in her capacity as one of
the directors of the J. Saul Foundation, may be deemed to
have shared voting power and disposition power over the
shares held by such foundation. Norma Saul disclaims
beneficial ownership of the shares not directly owned or
under rights owned by her.
(4) The Trust f/b/o Jennifer B. Saul and the Trust f/b/o
Kimberly E. Saul each own 756,314 shares of Common Stock,
according to a Schedule 13D, as amended, filed with the
Securities and Exchange Commission. Joseph E. Saul, his
wife Norma Saul and Sidney J. Silberman, Esq., are
trustees of such trusts.
(5) Represents shares beneficially owned by Jane Saul Berkey
according to a Schedule 13D, as amended, filed by Ms.
Berkey with the Securities and Exchange Commission. Jane
Saul Berkey is the daughter of Mr. Joseph Saul and the
sister of Mr. Andrew Saul.
(6) Consists of 73,719 shares of Common Stock and options to
acquire 125,000 shares of Common Stock.
(7) Consists of options to acquire 75,000 shares of Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 2000, the Company loaned $121,000 to Thomas E.
Reinckens, President, Chief Operating Officer and a Director of the
Company, for personal reasons. The loan is with full recourse to Mr.
Reinckens, payable on demand from the Company and bears interest at
the rate of 6% per annum. Mr. Reinckens repaid $50,000 to the Company
in March 2002. The balance as of March 31, 2002 was $71,000.
In November 2000, the Company loaned $350,000 to Brian Woolf,
Chairman, Chief Executive Officer and a Director of the Company, for
personal reasons. The loan was repaid in full in February, 2001. The
loan bore an annual interest rate of 6% per annum.
On December 16, 1994, the Company loaned $170,000 to Roy Smith,
formerly an Executive Vice President and a Director of the Company and
$80,000 to Thomas E. Reinckens, in each case for personal reasons. Both
loans are with full recourse to the executive, payable on demand from the
Company, secured by a pledge of shares of the Company's Common Stock
owned by such executive and bear interest at a rate of 7% per annum. The
balance as of March 31, 2002, and the highest balance during Fiscal 2001,
for these loans were $170,000 and $80,000, respectively.
See also "Executive Compensation--Compensation Committee
Interlocks and Insider Participation."
As of March 31, 2002 the Sauls beneficially owned in the aggregate
6,145,054 shares of the Company's outstanding Common Stock, representing
approximately 67.53% of the Company's outstanding Common Stock. See
"Principal Shareholders and Share Ownership by Management."
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SIGNATURES
Pursuant to the requirement of section 13 or 15 (d) of the
Securities and Exchange Act of 1394, the Registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 30, 2002
CACHE, INC.
By: /s/ Brian Woolf
-----------------------
BRIAN WOOLF
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
By: /s/ Victor J. Coster
-----------------------
VICTOR J. COSTER
Treasurer
(Principal Accounting
Officer)
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