U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 2002
Commission file number 1-19254
Lifetime Hoan Corporation
(Exact name of registrant as specified in its charter)
Delaware 11-2682486
(State or other jurisdiction (I.R.S. Employer
of incorporation ororganization) Identification No.)
One Merrick Avenue, Westbury, NY 11590
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (516) 683-6000
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
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
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value, 10,560,704 shares outstanding as of
October 31, 2002
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIFETIME HOAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<table>
<caption>
<s>
<c> <c> <c>
September 30,
2002 December 31,
(unaudited) 2001
ASSETS
CURRENT ASSETS
Cash and cash equivalents $25 $5,021
Accounts receivable, less allowances of
$3,212 in 2002 and $3,649 in 2001 18,440 18,696
Merchandise inventories 53,226 39,681
Prepaid expenses 1,845 2,084
Deferred income taxes 225 148
Other current assets 4,163 2,411
Current assets of discontinued operations - 5,959
TOTAL CURRENT ASSETS 77,924 74,000
PROPERTY AND EQUIPMENT, net 21,059 22,111
EXCESS OF COST OVER NET ASSETS ACQUIRED, net 14,952 14,952
OTHER INTANGIBLES, net 9,098 9,390
OTHER ASSETS 2,174 2,106
OTHER ASSETS OF DISCONTINUED OPERATIONS - 811
TOTAL ASSETS $125,207 $123,370
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $27,600 $22,847
Accounts payable and trade acceptances 5,833 3,946
Accrued expenses 15,507 15,233
Current liabilities of discontinued operations - 2,899
TOTAL CURRENT LIABILITIES 48,940 44,925
MINORITY INTEREST DISCONTINUED OPERATIONS - 384
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, shares
authorized 25,000,000:
shares issued and outstanding 10,557,806
in 2002 and 10,491,101 in 2001 106 105
Paid-in capital 61,390 61,087
Retained earnings 15,257 17,660
Notes receivable for shares issued to
stockholders (486) (486)
Accumulated other comprehensive loss - (305)
TOTAL STOCKHOLDERS' EQUITY 76,267 78,061
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $125,207 $123,370
</table>
See notes to condensed consolidated financial statements.
LIFETIME HOAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
<table>
<caption>
<s>
<c> <c> <c>
Three Months Ended Nine Months Ended
September 30, September 30,
<c> <c> <c> <c>
2002 2001 2002 2001
Net Sales $32,235 $34,381 $83,703 $88,685
Cost of Sales 17,612 19,101 45,199 48,955
Gross Profit 14,623 15,280 38,504 39,730
Selling, General and Administrative
Expenses 12,320 12,931 36,628 35,247
Interest Expense 239 309 687 732
Other Income, net (18) (34) (47) (65)
Income Before Income Taxes 2,082 2,074 1,236 3,816
Income Taxes 854 838 471 1,543
Income from Continuing Operations 1,228 1,236 765 2,273
Discontinued Operations:
Loss from Operations, net of tax (151) (210) (495) (403)
Loss on Disposal, net of income
tax benefit of $225 (534) - (534) -
Total loss from discontinued
operations (685) (210) (1,029) (403)
Net Income (Loss) $543 $1,026 ($264) $1,870
BASIC AND DILUTED INCOME PER COMMON
SHARE FROM CONTINUING OPERATIONS $0.12 $0.12 $0.07 $0.22
LOSS FROM DISCONTINUED OPERATIONS ($0.07) ($0.02) ($0.10) ($0.04)
BASIC AND DILUTED EARNINGS (LOSS)
PER COMMON SHARE $0.05 $0.10 ($0.03) $0.18
</table>
See notes to condensed consolidated financial statements.
LIFETIME HOAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<table>
<caption>
<s>
<c> <c>
Nine Months Ended
September 30,
<c> <c>
2002 2001
OPERATING ACTIVITIES
Net (loss) income ($264) $1,870
Adjustments to reconcile net (loss) income
to net cash used in operating activities:
Loss on sale of discontinued operations 534 -
Depreciation and amortization 2,623 2,740
Deferred tax (benefit) (77) 496
Provision for losses on accounts receivable 53 480
Reserve for sales returns and allowances 5,171 4,809
Minority Interest - (388)
Changes in operating assets and liabilities,
excluding the effects of the sale of the
Prestige Companies:
Accounts receivable (4,968) (11,153)
Merchandise inventories (13,545) (9,670)
Prepaid expenses, other current assets
and other assets (1,581) 518
Accounts payable, trade acceptances
and accrued expenses 2,163 3,118
Discontinued operations 3,257 -
NET CASH USED IN OPERATING ACTIVITIES (6,634) (7,180)
INVESTING ACTIVITIES
Purchase of property and equipment, net (1,279) (10,883)
M. Kamenstein, Inc. acquisition costs - (164)
NET CASH USED IN INVESTING ACTIVITIES (1,279) (11,047)
FINANCING ACTIVITIES
Proceeds from short-term borrowings, net 4,753 18,979
Proceeds from the exercise of stock options 304 20
Repurchase of Common Stock - (88)
Cash dividends paid (1,968) (1,960)
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,089 16,951
EFFECT OF EXCHANGE RATE ON CASH AND CASH
EQUIVALENTS (172) 18
DECREASE IN CASH AND CASH EQUIVALENTS (4,996) (1,258)
Cash and cash equivalents at beginning of
period 5,021 1,325
CASH AND CASH EQUIVALENTS AT END OF PERIOD $25 $67
</table>
See notes to condensed consolidated financial statements.
LIFETIME HOAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
and nine-month periods ended September 30, 2002 are not
necessarily indicative of the results that may be expected for
the year ending December 31, 2002. It is suggested that these
condensed financial statements be read in conjunction with the
financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December
31, 2001.
Although the Company sells its products throughout the year, the
Company has traditionally had higher net sales during its third
and fourth quarters.
Note B - Sale of Prestige Companies
Effective September 27, 2002, the Company sold its 51%
controlling interest in Prestige Italiana, Spa and, together with
its minority interest shareholder, caused Prestige Haushaltswaren
GmbH (combined, "the Prestige Companies") to sell all of its
receivables and inventory to a European housewares distributor.
As a result the Company received approximately $1.2 million in
cash on October 21, 2002. The sale resulted in a net loss of
approximately $534,000 which includes the write-off of goodwill
of approximately $540,000. Accordingly, the Company has
classified the Prestige Companies business as discontinued
operations. Net sales for the Prestige Companies totaled $2.1
million and $2.2 million for the three-month periods ended
September 30, 2002 and September 30, 2001, respectively. Net
sales for the Prestige Companies totaled $6.4 million and $6.8
million for the nine-month periods ended September 30, 2002 and
September 30, 2001, respectively. Net loss from the Prestige
Companies discontinued operations totaled $151,000 and $210,000
for the three-month periods ended September 30, 2002 and
September 30, 2001, respectively. Net loss for the Prestige
Companies discontinued operations totaled $495,000 and $403,000
for the nine-month periods ended September 30, 2002 and September
30, 2001, respectively. For 2001, the Company has reclassified
its financial statements to reflect the discontinued operations
of the Prestige Companies.
Note C - Credit Facilities
The Company has a $45 million three-year secured, reducing
revolving credit facility under an agreement (the "Agreement")
with a group of banks. The facility matures on November 8, 2004.
Borrowings under the Agreement are secured by all of the assets
of the Company and the facility reduces to $40 million at
December 31, 2002 and to $35 million at December 31, 2003. Under
the terms of the Agreement, the Company is required to satisfy
certain financial covenants, including limitations on
indebtedness and sale of assets; a minimum fixed charge ratio;
and net worth maintenance. Borrowings under the Agreement have
different interest rate options that are based on an alternate
base rate, LIBOR rate, or the lender's cost of funds rate. As of
September 30, 2002, the Company had $2,791,000 of letters of
credit and trade acceptances outstanding and $27,600,000 of
borrowings under the agreement and, as a result, the availability
under the Agreement was $14,609,000. Interest rates on
borrowings at September 30, 2002 ranged from 3.625% to 4.13%.
At September 30, 2002, the Company was in violation of a certain
financial covenant. The Company obtained a waiver for the
covenant in violation.
Note D - Cash Dividends
On July 31, 2002, the Board of Directors declared a quarterly
cash dividend of $0.0625 per share to shareholders of record on
August 5, 2002 paid on August 19, 2002. On November 5, 2002,
the Board of Directors of the Company declared a regular
quarterly cash dividend of $0.0625 per share to shareholders of
record on November 6, 2002, to be paid on November 20, 2002.
Note E - Earnings Per Share
Basic earnings per share has been computed by dividing net income
by the weighted average number of common shares outstanding of
10,512,000 for the three months ended September 30, 2002 and
10,491,000 for the three months ended September 30, 2001. For
the nine-month periods ended September 30, 2002 and 2001, the
weighted average numbers of common shares outstanding were
10,501,000 and 10,492,000, respectively. Diluted earnings per
share has been computed by dividing net income by the weighted
average number of common shares outstanding, including the
dilutive effects of stock options, of 10,536,000 for the three
months ended September 30, 2002 and 10,549,000 for the three
months ended September 30, 2001. For the nine month periods ended
September 30, 2002 and September 30, 2001, the diluted weighted
average numbers of common shares outstanding were 10,534,000 and
10,548,000, respectively.
Note F - New Accounting Pronouncements
Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the
purchase method. Under SFAS No. 142, goodwill and intangible
assets with indefinite lives are no longer amortized but are
reviewed at least annually for impairment. The Company completed
the first of the required impairment tests of goodwill and
indefinite lived intangible assets during the nine-month period
ended September 30, 2002. The Company reviewed all its reporting
units under the standard for impairment and determined there is
no impairment to goodwill or intangible assets. Had this
standard been applied for the three months ended September 30,
2001, net income would have been increased by $82,000 and basic
and diluted earnings per share would have been $0.11 and for the
nine months ended September 30, 2001, net income would have been
increased by $246,000 and basic and diluted earnings per share
would have been $0.20.
Effective January 1, 2002, the Company adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets
("SFAS No. 144"), which supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be disposed of." The primary objectives of SFAS No. 144 are to
develop one accounting model based on the framework established
in SFAS No. 121 for long-lived assets to be disposed of by sale,
and to address significant implementation issues. The adoption of
this statement did not have an impact on the Company's
consolidated results of operations or financial position.
Note G - Related Party Transaction
On October 1, 2002 the Company entered into a consulting
agreement with Ronald Shiftan, a director of the Company. The
term of the consulting agreement is for a one year period, which
automatically renews for additional one year periods unless
either party terminates this Agreement by providing written
notice of such termination to the other party thereto at least
thirty days prior to the expiration of the initial or additional
term then in effect. The compensation to be paid to Mr. Shiftan
under the consulting agreement is at a rate of $30,000 per month.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth income statement data of the
Company as a percentage of net sales for the periods indicated
below.
<table>
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Three Months Ended Nine Months Ended
September 30, September 30,
<c> <c> <c> <c> <c> <c> <c> <c>
2002 2001 2002 2001
Net Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 54.6 55.6 54.0 55.2
Gross profit 45.4 44.4 46.0 44.8
Selling, general and
administrative expenses 38.3 37.6 43.8 39.8
Interest expense 0.7 0.9 0.8 0.8
Other income, net (0.1) (0.1) (0.1) (0.1)
Income before income
taxes 6.5 6.0 1.5 4.3
Tax provision 2.6 2.4 0.6 1.7
Income from
continuing operations 3.9 3.6 0.9 2.6
Loss from
discontinued operations (0.5) (0.6) (0.6) (0.5)
Loss on disposal of
discontinued operations (1.7) - (0.6) -
Net income (loss) 1.7 % 3.0 % (0.3) % 2.1 %
</table>
Three Months Ended September 30, 2002
Compared to Three Months ended September 30, 2001
Net Sales
Net sales for the three months ended September 30, 2002 were
$32.2 million, $2.1 million or 6.2% lower than the comparable
2001 quarter. The sales in the 2002 quarter were negatively
impacted by a major customer's decision to delay a $2.0 million
Kamenstein promotional order that had originally been planned for
shipment in the third quarter to the fourth quarter, partially
offset by slightly higher sales in the Company's core products
and higher sales in the Farberware outlet stores.
Gross Profit
Gross profit for the three months ended September 30, 2002 was
$14.6 million, a decrease of $657,000 or 4.3% from the comparable
2001 period. Gross profit as a percentage of net sales increased
to 45.4% from 44.4%. The gross margin improvement reflects the
impact of a larger percentage of total quarterly sales coming
from the Company's core business, which have higher gross margins
than the Kamenstein product line, and the higher gross profit
margins being generated by Kamenstein products in 2002.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months
ended September 30, 2002 were approximately $12.3 million, a
decrease of $611,000 or 4.7% from the comparable 2001 quarter.
The decrease in selling, general and administrative expenses was
due principally to lower expenses associated with the move to the
new warehouse in Robbinsville, New Jersey. Warehouse operating
expenses were slightly higher than the prior year, which reflects
the increased depreciation expense for the systems and equipment
in the new warehouse. Operating expenses for the Outlet Stores
were also higher since, effective January 1, 2002, the Company
assumed 50% of the space in each store as compared to 40% of the
space during 2001.
Nine Months Ended September 30, 2002
Compared to Nine Months ended September 30, 2001
Net Sales
For the nine months ended September 30, 2002, net sales were
$83.7 million, a decrease of $5.0 million or 5.6% compared to the
corresponding 2001 period. The lower sales volume was primarily
attributable to the first quarter 2002 sales being lower than the
comparable 2001 quarter due to the January 2002 startup of the
Company's new automated warehouse in Robbinsville, New Jersey,
which negatively affected shipments and also lower sales of the
Company's Kamenstein business for the nine months ended September
30, 2002 as compared to the 2001 period, partially offset by
increased sales in the Company's Farberware Outlet stores.
Gross Profit
Gross profit for the nine months ended September 30, 2002 was
$38.5 million, a decrease of $1.2 million or 3.1% from the
comparable 2001 period. Gross profit as a percentage of net
sales was 46.0% for the nine months ended September 30, 2002 as
compared to 44.8% in the comparable 2001 period, due primarily to
higher gross margins generated by the Company's Kamenstein
business, the result of better sourcing of products from
suppliers and change of product mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the nine months
ended September 30, 2002 were $36.6 million, an increase of $1.4
million or 3.9% from the comparable 2001 period. The increase
was primarily attributable to the added expenses, including
duplicate rent and other expenses, associated with the Company's
move into its new New Jersey warehouse and also the operating
expenses for the Outlet Stores were also higher since, January 1,
2002, the Company assumed 50% of the space in each store as
compared to 40% of the effective space during 2001.
Forward Looking Statements: This Quarterly Report on Form 10-Q
contains certain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including statements concerning the Company's
future products, results of operations and prospects. These
forward-looking statements involve risks and uncertainties,
including risks relating to general economic and business
conditions, including changes which could affect customer payment
practices or consumer spending; industry trends; the loss of
major customers; changes in demand for the Company's products;
the timing of orders received from customers; cost and
availability of raw materials; increases in costs relating to
manufacturing and transportation of products; and dependence on
foreign sources of supply and foreign manufacturing in this
Quarterly Report on Form 10-Q and from time to time in the
Company's filings with the Securities and Exchange Commission.
Such statements are based on management's current expectations
and are subject to a number of factors and uncertainties which
could cause actual results to differ materially from those
described in the forward-looking statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $45 million three-year secured, reducing
revolving credit facility under an agreement (the "Agreement")
with a group of banks. The facility matures on November 8, 2004.
Borrowings under the Agreement are secured by all of the assets
of the Company and the facility reduces to $40 million at
December 31, 2002 and to $35 million at December 31, 2003. Under
the terms of the Agreement, the Company is required to satisfy
certain financial covenants, including limitations on
indebtedness and sale of assets; a minimum fixed charge ratio;
and net worth maintenance. Borrowings under the Agreement have
different interest rate options that are based on an alternate
base rate, LIBOR rate, or the lender's cost of funds rate. As of
September 30, 2002, the Company had $2,791,000 of letters of
credit and trade acceptances outstanding and $27,600,000 of
borrowings under the agreement and, as a result, the availability
under the Agreement was $14,609,000. Interest rates on
borrowings at September 30, 2002 ranged from 3.625% to 4.13%.
At September 30, 2002, the Company was in violation of a certain
financial covenant and obtained a waiver for the covenant in
violation.
At September 30, 2002, the Company had cash and cash equivalents
of $25,000 versus $5.0 million at December 31, 2001 and short
term borrowings increased by $4.8 million. The decrease in cash
and increase in short-term borrowings were used primarily to fund
the $13.5 million increase in merchandise inventories.
Effective September 27, 2002, the Company sold all of its 51%
controlling interest in Prestige Italiana, Spa and, together with
its minority interest shareholder, caused Prestige Haushaltswaren
GmbH to sell all of its receivables and inventory to a European
housewares distributor. The sale resulted in a net loss of
approximately $534,000.
On November 5, 2002, the Board of Directors declared a regular
quarterly cash dividend of $0.0625 per share to shareholders of
record on November 6, 2002, to be paid on November 20, 2002. The
dividend to be paid will be approximately $660,000.
The Company believes that its cash and cash equivalents,
internally generated funds and its existing credit arrangements
will be sufficient to finance its operations for at least the
next 12 months.
The results of operations of the Company for the periods
discussed have not been significantly affected by inflation or
foreign currency fluctuation. The Company negotiates all of its
purchase orders with its foreign manufacturers in United States
dollars. Thus, notwithstanding any fluctuation in foreign
currencies, the Company's cost for any purchase order is not
subject to change after the time the order is placed. However,
any weakening of the United States dollar against local
currencies could lead certain manufacturers to increase their
United States dollar prices for products. The Company believes it
would be able to compensate for any such price increase.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Market risk represents the risk of loss that may impact the
consolidated financial position, results of operations or cash
flows of the Company. The Company is exposed to market risk
associated with changes in interest rates. The Company's lines
of credits bear interest at variable rates and therefore, the
Company is subject to increases and decreases in interest expense
resulting from fluctuations in the interest rates. There have
been no changes in interest rates that would have a material
impact on the consolidated financial position, results of
operations or cash flows of the Company during the nine-month
period ended September 30, 2002.
Item 4. Control and Procedures
The Chief Executive Officer and the Chief Financial Officer of
the Company (its principal executive officer and principal
financial officer, respectively) have concluded, based on their
evaluation as of a date within 90 days prior to the date of the
filing of this Report on Form 10-Q, that the Company's controls
and procedures are effective to ensure that information required
to be disclosed by the Company in the reports filed by it under
the Securities and Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and include controls and
procedures designed to ensure that information required to be
disclosed by the Company in such reports is accumulated and
communicated to the Company's management, including the Chief
Executive Officer and Chief Financial Officer of the Company, as
appropriate to allow timely decisions regarding required
disclosure.
There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of such evaluation.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits in the third quarter of 2002:
Exhibit 10.35 Stock Sale Agreement of Prestige
Italiana, SPA, between Lifetime Hoan Corporation'
Meyer International Holdings Limited and Meyer
Prestige Ltd.and Fackelman GmbH, dated October 11,
2002.
Exhibit 10.36 Consulting Agreement dated October 1,
2002 between Lifetime Hoan Corporation and Ronald
Shiftan.
Exhibit 99.1 Certification by the Chief Executive
Officer and Chief Financial Officer Relating to a
Periodic Report Containing Financial Statements
(b) Reports on Form 8-K in the third quarter of 2002:
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Lifetime Hoan Corporation
November 11, 2002
/s/ Jeffrey Siegel
__________________________________
Jeffrey Siegel
Chairman of the Board of Directors
(Principal Executive Officer)
November 11, 2002
/s/ Robert McNally
__________________________________
Robert McNally
Vice President - Finance and Treasurer
(Principal Financial and Accounting Officer)
CERTIFICATIONS
I, Jeffrey Siegel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Lifetime Hoan Corporation ("the registrant");
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report:
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: November 11, 2002 __/s/ Jeffrey Siegel______________
Jeffrey Siegel
President and Chief Executive
Officer
CERTIFICATIONS
I, Robert McNally, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Lifetime Hoan Corporation ("the registrant");
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report:
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 11, 2002 ___/s/ Robert McNally___________
Robert McNally
Vice President and Chief
Financial Officer
EXHIBIT 10.35
Prestige Italiana SpA
Stock Purchase and Sale Agreement
This Stock Purchase and Sale Agreement ("Agreement") is made
as of October 11, 2002 (the "Effective Date"), among Meyer
International Holdings Limited, a British Virgin Islands
corporation ("MIH"), Meyer Prestige Ltd., a United Kingdom
corporation ("MUK"), Lifetime Hoan Corporation, a Delaware
corporation ("LTH") (together the "Sellers") and Fackelmann GmbH
+ Co. KG, a German company ("Buyer").
Recitals
Whereas, LTH owns 51% of the issued and outstanding shares of
stock ("Shares") of Prestige Italiana SpA, an Italian societa per
anzioni (the "Company");
Whereas, MIH owns 48% of the issued and outstanding Shares of
the Company;
Whereas, MUK owns 1% of the issued and outstanding Shares of
the Company; and
Whereas, Buyer desires to purchase from Sellers, and Sellers
desire to sell to Buyer, all of the Shares of Company owned by
Sellers.
Now therefore, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as
follows:
Agreement
1. Sale and Purchase of Shares. Subject to the terms
and conditions of this Agreement, on the Effective Date, Sellers
hereby convey, transfer and assign, and Buyer hereby purchases,
all of Sellers' rights, title and interest to the Shares.
2. Consideration. Buyer will pay the purchase price of EU
2,043,654 in cash on the Effective Date for the transfer of
Shares by Sellers to Buyer. The purchase price consists of EU
1,158,469.50 in equity and EU 885,184.50 in shareholder loans.
All shareholder loans to the Company are included in the purchase
price (including principal, interest, penalties and any other
payables) and the notes evidencing them will be forgiven and
returned to the Company on closing without additional
consideration from Buyer.
3. Closing Date. The closing will occur on the Effective Date.
The transfer of the Shares will be effected by way of
endorsement.
4. Buyer's Representations and Warranties. Buyer represents,
warrants and covenants to the Sellers the accuracy and
completeness of the matters set forth in this Section 4 as of the
Effective Date:
a) Authority of Buyer. The execution and delivery of this
Agreement by Buyer has been duly authorized and approved by the
Buyer. No further action will be necessary on Buyer's part to
make this Agreement valid and binding in accordance with its
terms. Buyer is not a party to nor bound by any mortgage, lien,
lease, agreement, instrument, order, judgment or decree that
would prohibit or restrict the execution and performance of this
Agreement or would require the consent of any other person or
entity.
b) Representations and Warranties at the Effective Date. The
representations and warranties contained in this Section 4 will
be true on the Effective Date and will survive the closing.
5. Sellers' Representations and Warranties. Sellers
represent, warrant and covenant to Buyer the accuracy and
completeness of the matters set forth in this Section 5 as of the
Effective Date:
a) Authority of Sellers. The execution and delivery of
this Agreement by Sellers have been duly authorized and
approved by Sellers. No further action will be
necessary on Sellers' part to make this Agreement valid
and binding in accordance with its terms.
b) Ownership of Shares. Sellers together are the owners
of 100% of the Shares of the Company, and the Shares
are held free and clear of all liens.
c) Ownership of Real Property. The Company owns the real
property located at 22070 Locate Varesino (Como), Via
Garibaldi, Italy, which property is held free and clear
of any lender liens.
d) No Dividends. The Company will not make any dividend
distributions for fiscal year 2002 until the Effective
Date at which time the Buyer has the authority to
declare a dividend distribution at its discretion
within the limits of Italian and European Union law.
e) No Other Warranties. Sellers make absolutely no other
warranties or representations with respect to this
sale, neither express nor implied. Without limitation,
Sellers make no representations with respect to the
completeness or accuracy of any due diligence materials
reviewed by Buyer. Buyer is a sophisticated investor
familiar with buying companies and has satisfied itself
in full with a complete investigation of the Company,
its properties and its operations.
f) Representations and Warranties at the Effective Date.
The representations and warranties contained in this
Section 5 will be true on the Effective Date and will
survive the closing.
6. Buying Arrangement. LTH covenants that for one year
after the sale of the Company, LTH will preserve the present
buying arrangement and continue to help the Company to take
advantage of LTH's own purchase of products, so that the Company
can obtain the same pricing on the same items (small runs
excluded).
7. Patent License. LTH hereby grants a perpetual, non-
assignable, non-exclusive, royalty-free patent license in favor
of the Company for any inventory currently sold by the Company
which embraces a patent held by LTH. This license will revoke
automatically without need for further notice if Buyer ever
ceases to own 100% of the Company.
8. No Refunds. Buyer has reviewed, and has had the
opportunity to fully conduct its due diligence and is familiar
with, the accounts payables, liabilities, operations, business
prospects and all other aspects of the Company's business.
Buyer, in making this purchase, is not relying on any promises
from Sellers except as explicitly set forth in this document.
Under no circumstances will Buyer be entitled to a refund after
closing.
9. Securities Laws. Buyer is acquiring the Shares for its
own account and without a view to any distribution or resale
thereof, other than a distribution or resale which, in the
opinion of counsel for such Sellers, may be made without
violating the registration provisions of the Securities Act of
1933, as amended (the "1933 Act") or any applicable blue sky
laws. Buyer acknowledges that the Shares are "restricted
securities" within the meaning of Rule 144 under the 1933 Act and
have not been registered under the 1933 Act or any state
securities laws and thereafter must be held indefinitely unless
they are subsequently registered under the 1933 Act or an
exemption from such registration is available.
10. Legal Fees. In the event of any legal or equitable
proceeding (or arbitration) arising out of or in connection with
the parties' obligations under this Agreement, the prevailing
party will recover its reasonable attorneys' fees, costs and
reasonable costs of experts and other costs incurred in that
action or proceeding, in addition to any other relief to which
they may be entitled.
11. Notices. Any notice or communication pertaining to
this Agreement must be in writing and will be given or be served
only by Federal Express (or any other overnight courier delivery
service), and such notice so dispatched will become effective on
the date of receipt, or by facsimile and will be effective upon
confirmation of receipt. For purposes thereof, all such notices
will be sent to the following addresses:
Buyer: Sellers:
Attention Alexander Attention: C. K. Wong
Fackelmann Meyer International
Fackelmann GmbH + Co. KG Holdings Limited
Werner-von- Siemens- 382 Kwun Tong Road
StraBe 6 Kowloon, Hongkong, China
D-91217 Hersbruck Tel: 852-2797-1260
Postfach 280 Fax: 852-2343-0117
D-91211 Herbruck, Germany
Tel: 09151-811-112
Fax: 09151-811-294
Attention: Paul Wright
Meyer Prestige Ltd.
Morpeth Wharf
Twelve Quays
Birkenhead L41 1LW UK
Tel: 44-151-650-6500
Fax: 44-151-650-6510
Simultaneous Copy to:
Attention: Dean Luca
Krause
Lanahan & Reilley LLP
120 Howard Street, Ste 600
San Francisco, CA 94105
Tel: 415-856-4790
Fax: 415-856-0411
Attention: Robert McNally
Lifetime Hoan Corporation
One Merrick Avenue
Westbury, NY 11590-6601
Tel: 516-683-6000
Fax: 516- 683-6006
12. Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original, and
all of which taken together will constitute one and the same
instrument.
13. Governing Law. This Agreement will be governed by and
construed according to the laws of California, USA without regard
to principles of conflicts of law. All parties hereby agree to
submit to the jurisdiction of the appropriate U.S. state or
federal court in the City and County of San Francisco, California
as may be necessary for the resolution of any claim, controversy
or other matter arising out of or in connection with this
Agreement.
14. Severability. If any of the provisions of this Agreement
is held by a court of competent jurisdiction to be contrary to
any state or federal law, the remaining provisions of this
Agreement will remain in full effect. Any provision, which is
held to be invalid or unenforceable, will be limited to the least
extent possible so as to make the provision valid and
enforceable.
15. Headings. The section headings in this Agreement do not
form a part of this Agreement, but are for convenience only and
will not limit or affect the meaning of the provisions.
16. Interpretation. In this Agreement, where appropriate,
the use of the singular will include the plural and use of the
plural will include the singular.
17. Injunction. The parties agree that if any of them does
not perform their obligations under this Agreement, the others
will be irreparably harmed, in a way that damages alone cannot
compensate for. Therefore, in the event of any breach, the
aggrieved party will be entitled to an injunction and equitable
relief in addition to any other remedy.
18.Entire Agreement. The terms of this Agreement are intended by
the parties as a final expression of their agreement with respect
to the subject matter hereof, and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties
further intend that this Agreement constitutes the complete and
exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any proceedings (judicial or
otherwise) involving this Agreement, except for evidence of a
subsequent written amendment hereto, which conforms to the terms
and conditions herein. Without limitation the parties intend
this Agreement to supercede the Nonbinding Letter of Intent dated
September 20, 2002 and the Amendment to Letter of Intent dated
September 23, 2002.
The parties have executed this Stock Purchase and Sale
Agreement on the day and in the year first above written.
Seller: Lifetime Hoan Buyer: Fackelmann GmbH + Co.
Corporation KG
_______________________________ _______________________________
Jeffrey Siegel, CEO Alexander Fackelmann, Managing
Director
Seller: Meyer International
Holdings Limited
_______________________________
Wong Chi King, Director
Seller: Meyer Prestige Ltd.
_______________________________
Simon Crowther, Director
EXHIBIT 10.36
CONSULTING AGREEMENT
CONSULTING AGREEMENT made as of the 1st day of October, 2002
(this "Agreement") by and among LIFETIME HOAN CORPORATION, a
Delaware corporation having its principal place of business at
One Merrick Avenue, Westbury, New York 11590 (the "Company") and
RONALD SHIFTAN, an individual residing at 36 East River Road,
Rumson, New Jersey 07760 (the "Consultant").
W I T N E S S E T H:
WHEREAS, the Company is a publicly-traded corporation and
the Company and its divisions and affiliates are engaged in the
sale, manufacture, distribution and marketing of kitchenware,
bakeware, pantryware, cutlery, kitchen gadgets and related
products (the "Products");
WHEREAS, Consultant has many years of experience as an
investment banker, business advisor and management consultant and
has also, for more than 10 years, served as a Director of the
Company and is familiar with the Company's Products and business
lines and assisted in implementing the Company's acquisitions;
and
WHEREAS, due to Consultant's special and personal expertise
and knowledge, the Company desires the availability of the
Consultant to assist the Company in identifying and implementing
strategies to improve profitability, reduce expenses and enhance
financial controls and the Consultant desires to provide such
services to the Company.
NOW, THEREFORE, it is agreed as follows:
Duties.
The Consultant shall be retained by the Company as a consultant,
and periodically during the term hereof, the Consultant shall
assist the Company in identifying and implementing strategies to
improve profitability, reduce expenses and enhance financial
controls. Without limiting the generality of the foregoing,
Consultant's responsibilities shall include consulting with
respect to:
(i) Developing and implementing financial and accounting control
and reporting systems of the Company (and its subsidiaries,
divisions and affiliates);
(ii) Preparing and updating budgets, financial forecasts and
projections for the Company and its subsidiaries, affiliates
and facilities;
(iii) Developing systems and strategies for managing the
Company's cash flow:
(iv) Developing, implementing and integrating Management
Information Systems (MIS);
(v) Developing and implementing cost reduction programs;
(vi) Conducting financial analysis and preparation of
projections in connection with the Company's acquisition
and expansion programs and integrating acquired businesses
into the Company's financial control and reporting systems;
(vii) In assisting the President in his duties, helping to
develop long range business plans, financial projections and
business strategies; and
(viii) any other such duties related to the strategic and
financial development of the Company as shall be mutually
determined by the Company and Consultant from time to time.
(a) The Consultant shall perform services hereunder when and as
requested by the Company and under the specific direction and
control, and within the scope of work, as instructed by the
Company, and in all events, for the account of the Company.
While performing services hereunder as requested by the Company,
the Consultant shall report directly to Jeffrey Siegel, President
and Chief Executive Officer of the Company. Consultant shall
work with the Company's executives and staff, and outside
auditors and other consultants as appropriate. Consultant shall
maintain records with regard to Consultant's activities hereunder
for the Company.
The Consultant shall provide his services at the Company's
principal offices in Westbury, New York, as well as at its
Robbinsville, New Jersey facilities. The Company will provide
Consultant with suitable offices at its Westbury and Robbinsville
facilities. The Consultant will be available at the Company's
offices for a minimum of sixty (60%) percent of his business
time, which will average three days per week. At other times,
the Consultant may provide his services, when reasonable, as
determined by the Company and Consultant, from the Consultant's
home or other such location.
In performing the services hereunder, the Consultant acknowledges
his special and personal expertise and knowledge with regard to
the Company and its Products and he agrees to provide his
services himself and not to utilize any other personnel outside
the Company, unless approved in advance by the Company in each
instance.
Term. The term of this Agreement shall commence on the date
hereof, and shall remain in force for a period of one (1) year
from the date of this Agreement. Thereafter the Agreement shall
be automatically renewed for additional one (1) year terms,
unless either party terminates this Agreement by providing
written notice of such termination to the other party hereto at
least thirty (30) days prior to the expiration of the initial or
additional term then in effect. Upon termination of this
Agreement, the Consultant shall deliver to the Company all books
and records relating to his activities hereunder.
Compensation.
(b) As full compensation for all of the Consultant's services to
the Company, the Company shall pay the Consultant a fee of
$30,000 per month (the "Consulting Fee"), to be paid within ten
(10) business days of the completion of each month during the
term of this Agreement. No other fees, benefits or perquisites
shall be provided by the Company to the Consultant (except any
separate fees or reimbursements Consultant may receive in his
capacity as a Director of the Company). The Company shall,
however, reimburse certain business expenses of Consultant in
performing services for the Company as described in Section 4
below.
(c) In the event that Consultant's responsibilities to the
Company are expanded based on actual time commitment, then the
scope of work and Consultant's compensation may be revised upward
by mutual agreement.
Expenses.
The Company will reimburse the Executive for
reasonable out-of-pocket business expenses, for travel and travel
related meals and lodging, in the performance of his duties for
the Company; provided that such expenses are incurred and
accounted for in accordance with the reasonable policies and
procedures established by the Company. Daily commutation and
travel to and among the Company's facilities at Westbury, New
York, Robbinsville, New Jersey and Cranbury, New Jersey will not
be reimbursed.
Indemnification. The Company hereby indemnifies the Consultant
and his personal representatives, heirs, successors and assigns,
and agrees to defend and hold them harmless, from and against any
and all claims, demands, charges, liabilities, damages, losses,
judgments, costs and expenses (including reasonable counsel fees
and expenses) arising out of claims and liabilities of the
Company, its subsidiaries or its affiliates or out of the fact
that Consultant is or was a consultant of the Company, except
that no such indemnification shall be applicable to any claims,
demands, charges, liabilities, damages, losses, judgments, costs
and expenses arising out of any action taken by the Consultant
which is inimical to the interests of the Company, its
subsidiaries or its affilaites or which constitutes negligence or
bad faith, or where Consultant obtained a financial advantage to
which he was not entitled, or in circumstances where the Company
is prohibited by applicable law from providing such
indemnification. With respect to any claim of negligence or bad
faith by Consultant, the Company shall provide indemnification
for the costs of the defense of the claim or an appeal from a
judgment relating to such claim, but the indemnification would
not cover a final adverse judgment not subject to further appeal.
Independent Contractor. Notwithstanding any provision herein to
the contrary, the Consultant shall pay all of his own taxes with
respect to any payments made by the Company to the Consultant
pursuant to this Agreement, including, without limitation, the
Consulting Fee. The parties hereto acknowledge and agree that
the Company shall have no obligation to withhold any amounts from
any payments made or payable to the Consultant for tax purposes.
Except as otherwise expressly provided in this Agreement,
Consultant shall not be entitled to, and shall not receive, any
other benefits of employment, including, without limitation,
disability insurance, worker's compensation, or any other
benefits incidental to any employee-employer relationship, it
being the intention and agreement of the parties hereto that the
Consultant's relationship to the Company be that of an
independent contractor. Furthermore, this Agreement shall not be
construed to create between the Company and the Consultant the
relationship of principal or agent, joint venturers, co-partners
or employer and employee, the existence of which is hereby
expressly denied by the Company and the Consultant. The
Consultant shall not be an agent of the Company for any purposes
whatsoever and the Consultant shall not have any right or
authority to bind the Company or create any obligations, express
or implied, on behalf of or in the name of the Company.
Company Ownership of Proprietary Rights; Non-Disclosure; Non-
Competition. The Consultant recognizes and agrees that the
Company, including its subsidiaries and divisions is engaged in
the business of designing, developing, merchandising,
manufacturing and marketing the Products, and that the success of
the Company is dependent on the preservation, maintenance, and
protection of all proprietary rights of the Company, and in
consideration of the payments to be made by the Company to the
Consultant under this Agreement, and as a material inducement for
the Company to enter into this Agreement, the Consultant agrees
as follows:
All kitchenware, bakeware, pantryware, cutlery, kitchen gadgets
or related products which are acquired, licensed, developed,
designed, manufactured, merchandized, sold, marketed, distributed
and/or maintained or supported by the Company or for which the
Company has or will have acquired or licensed the proprietary
rights, are referred to as the "Proprietary Products" and shall
include, without limitation, any such Proprietary Products of the
Company developed, designed, merchandized, manufactured and
marketed with the assistance of Consultant pursuant to the terms
of this Agreement.
Consultant shall retain in strict confidence and not disclose
(except in furtherance of the business purposes of the Company)
all proprietary and confidential information relating to the
Company's business and technology in the research, development,
design, manufacture, sale, distribution, marketing, maintenance,
support, licensing and merchandizing of kitchenware, bakeware,
pantryware, cutlery, kitchen gadgets or related products and
packaging therefor (including without limitation, the Proprietary
Products) and the development and exploitation of proprietary
rights relating thereto, including without limitation, product
and packaging design and development plans and results, trade
styles, designs, patents, design patents, inventions, processes,
concepts, software, data bases, trade secrets, technology, know-
how, inventions, product information, product availability,
sourcing, manufacturing and distribution methods and channels,
pricing information, customer and supplier lists, financial
information, business and marketing plans of the Company, whether
or not any of the foregoing are patentable or copyrightable.
The Company shall have the exclusive rights to all copyrights,
trademarks, tradenames, brand names, corporate names, d/b/a's,
URL and domain names, service names, service marks, logos,
patents, designs, inventions and other proprietary rights
relating to the Proprietary Products. Any developments relating
to the Company's Products or technology or the Proprietary
Products of the Company, including designs and inventions, in
which the Consultant has participated shall be considered works-
for-hire for the Company, which shall have the exclusive rights
thereto; and the Consultant shall sign and deliver to the Company
any instruments necessary to effect the assignment of such rights
to the Company and for the Company to obtain proprietary rights
in connection therewith.
Consultant agrees that during the term of this Agreement and for
a period of one (1) year after the termination or expiration
thereof, he will consult in the fields of kitchenware, bakeware,
pantryware, cutlery, kitchen gadgets or related products
exclusively for the Company and he will not directly or
indirectly (whether as an employee, consultant, sales
representative, owner, licensor, licensee or otherwise) engage in
or perform services for any other business relating to the
marketing, sale, distribution, maintenance, development, design,
enhancement, support, licensing or merchandising of kitchenware,
bakeware, pantryware, cutlery, kitchen gadgets or related
products. Although Consultant, during such period, is not
restricted from engaging in or performing services for other
businesses not engaged in kitchenware, bakeware, pantryware,
cutlery, kitchen gadgets or related products, Consultant may not
use or disclose any confidential or proprietary information or
proprietary rights of the Company.
(d) During the term of this Agreement and for a period of one (1)
year after termination or expiration of the term of this
Agreement, Consultant shall not directly or indirectly for his
own account or the benefit of others solicit, hire or retain any
employee of the Company or persuade or entice any employee of the
Company to leave the employ of the Company.
The Consultant acknowledges that the Company would be irreparably
injured by any violation by the Consultant of Section 7 of this
Agreement, that damages at law would be inadequate, and that the
Company shall be entitled to obtain an injunction in any court of
competent jurisdiction to restrain any such violation without the
need to post a bond or prove special damages.
Breach of Agreement by the Consultant. The Company may terminate
the term of this Agreement by written notice if the Consultant
has breached any of the provisions of this Agreement and such
breach is not fully cured by the Consultant within thirty (30)
days of written notice from the Company to the Consultant of the
circumstances of such breach.
Upon such early termination of this Agreement, the Company
shall have no further obligation to make any payments to the
Consultant whatsoever, and there shall be no pro rata or partial
payment for any partially completed monthly period of services.
No Conflicting Agreements. The Consultant represents he is not a
party to any other agreement or arrangement which would conflict
with or interfere with the terms and conditions of this
Agreement.
Death or Disability of the Consultant. In the event of the death
of the Consultant the term of this Agreement shall terminate and
the Company shall pay the Consulting Fees earned through the date
of death to Consultant's estate or personal representatives, as
applicable. Consultant hereby acknowledges the unique and
personal nature of the services to be rendered by him pursuant to
this Agreement and for which the Company has engaged him and the
Consultant hereby agrees that in the event he becomes and remains
disabled for a continuous period of three (3) months, such
disability to be determined in the Company's sole and absolute
discretion, this Agreement shall terminate and the Company shall
pay the Consulting Fees earned through the date of termination to
Consultant.
Benefit and Assignment. This Agreement shall inure to the
benefit of and shall be binding upon the respective heirs,
personal representatives, successors and assigns of the
Consultant and the Company, including any Company or entity
succeeding to the business and assets of the Company by reason of
any merger, consolidation or sale of substantially all of its
assets. The Consultant may not assign any of his rights or
delegate any of his duties or obligations under this Agreement
without the approval of the Company in each instance.
Governing Law; Consent to Jurisdiction. The provisions of this
Agreement shall be governed by and construed in accordance with
the law of the State of New York applicable to agreements made
and to be performed in New York and cannot be changed or
terminated orally. Each party hereto, for itself and their
respective successors and assigns, hereby consents to personal
jurisdiction over it or them in the courts of the State of New
York, and in any federal court located in the State of New York,
in connection with any action, suit or proceeding arising out of
or relating in any way to this Agreement. Each party hereto, for
itself and its respective successors and assigns, agrees that
personal service of process upon it or them may be made in any
manner permitted by the laws of the State of New York and hereby
agrees that service will be deemed sufficient over it or them if
service is made by registered or certified mail to the addresses
set forth above. The Consultant for himself and his respective
successors, assigns, heirs and representatives agrees that no
action, suit or proceeding of any kind may be brought, and no
claim may be asserted (whether by counterclaim, cross-claim or
otherwise) by him against the Company with respect to any matter
arising from, relating to or in connection with this Agreement
except in the federal and state courts located in the State of
New York.
Notices. Any notice request, demand or consent required
or permitted to be given hereunder shall be given in
writing to the recipient at the address set forth
above.
No Waiver. The waiver by any party of any breach or default of
any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach. If any provision of this
Agreement is invalid or unenforceable, the remaining provisions
shall continue in effect.
Headings. The headings used in this Agreement are intended only
for convenience and do not constitute part of the text of this
Agreement and shall not be used in the interpretation of this
Agreement or any of its provisions.
Enforceability. If any provision of this Agreement shall be
invalid or unenforceable, in whole or in part, or as to any
jurisdiction, such provision shall be deemed to be modified or
restricted to the extent and in the manner necessary to render
the same valid and enforceable, or shall be deemed excised from
this Agreement, as the case may require, and this Agreement shall
be construed and enforced to the maximum extent permitted by law
as if such provision had been originally incorporated herein as
so modified or restricted, or as if such provision had not been
originally incorporated herein, as the case may be.
IN WITNESS WHEREOF, the Consultant and the Company have
executed this Agreement as of the day and year first above
written.
LIFETIME HOAN CORPORATION
By:
Jeffrey Siegel
President and Chief Executive
Officer
RONALD SHIFTAN, Individually
EXHIBIT 99.1
Certification by the Chief Executive Officer and Chief Financial
Officer
Relating to a Periodic Report Containing Financial Statements
I, Jeffrey Siegel, Chief Executive Officer, and I, Robert
McNally, Chief Financial Officer, of Lifetime Hoan Corporation, a
Delaware corporation (the "Company"), each hereby certifies that:
(1) The Company's periodic report on Form 10-Q for the period
ended September 30, 2002 (the "Form 10-Q") fully complies with
the requirements of Section 13(a) of the Securities Exchange Act
of 1934, as amended; and
(2) The information contained in the Form 10-Q fairly presents,
in all material respects, the financial condition and results of
operations of the Company.
/s/ Jeffrey Siegel /s/ Robert McNally
Jeffrey Siegel Robert McNally
Chief Executive Officer Chief Financial Officer
Date: November 11, 2002 Date: November 11, 2002