- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 1, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NUMBER 0-10345
CACHE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-1588181
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1440 BROADWAY, NEW YORK, NEW YORK 10018
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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 [ ]
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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes [X] No [ ]
As of June 26, 2004, the aggregate market value of the voting stock held
by non-affiliates of the registrant (based on the closing price of $14.53 in the
NASDAQ National Market) was approximately $184 million.
As of March 31, 2005, 15,702,000 common shares were outstanding.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See also "Executive Officers, Directors and Key Employees" under Part I,
Item 1 of Registrant's report on Form 10-K for the fiscal year ended January 1,
2005, previously filed with the Securities and Exchange Commission.
DIRECTORS OF THE REGISTRANT
The Board of Directors of the Company presently consists of the following
five members: Messrs. Andrew M. Saul, Brian Woolf, Gene G. Gage, Morton J.
Schrader and Arthur S. Mintz, 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 ........................ 56 CHAIRMAN OF THE BOARD AND 2000
CHIEF EXECUTIVE OFFICER (1)
ANDREW M. SAUL ..................... 58 PARTNER, SAUL PARTNERS (2) 1986
MORTON J. SCHRADER ................. 73 REAL ESTATE BROKER (3) 1989
ARTHUR S. MINTZ..................... 59 PRESIDENT, BEES & JAM, INC. (4) 2002
GENE G. GAGE........................ 57 FINANCIAL ADVISOR (5) 2004
- -----------------------------------
(1) Mr. Woolf has served as our Chief Executive Officer and Chairman of the
Board since October 2000. From March 1999 to October 2000, Mr. Woolf served
as Vice President and General Merchandise Manager for the Limited. From
1995 to March 1999, Mr. Woolf served as Senior Vice President and General
Merchandise Manager for Caldor.
(2) Mr. Saul has served as one of our directors since 1986. Mr. Saul also
served as our Chairman of the Board from February 1993 to October 2000. Mr.
Saul is a partner in Saul Partners, an investment partnership, a position
he has held since 1986.
(3) Mr. Schrader has served as one of our directors since 1989. 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.
(4) Mr. Mintz has served as one of our directors since September 2002. Mr.
Mintz has served as the President of Bees & Jam, Inc., an apparel
manufacturer, since 1971.
(5) Mr. Gage has served as one of our directors since September 2004. Mr. Gage
is currently a Financial Advisor for New England Financial. He is a
certified public accountant, as well as a certified financial planner. He
has over 30 years of financial experience.
2
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended January 1, 2005 ("Fiscal 2004"), the Board of
Directors held three meetings. Each then-current Director attended all of such
Board meetings. The Board of Directors has an Audit Committee, a Nominating and
Governance Committee, as well as a Compensation and Plan Administration
Committee of the Board of Directors. The Audit Committee established in July
1989, currently consists of Messrs. Arthur Mintz, Morton Schrader and Gene Gage.
The Audit Committee held four meetings in Fiscal 2004. Each then-current member
of the Committee attended such Committee meeting.
Duties of the Audit Committee include meeting with the independent
accountants and certain personnel of the Company to discuss the planned scope of
their examinations, the adequacy of internal controls and financial reporting;
reviewing the results of the annual examination of the financial statements and
periodic internal audit examinations; reviewing the services and fees of the
Company's independent accountants; authorizing special investigations and
studies; and performing any other duties or functions deemed appropriate by the
Board of Directors. The Board of Directors has determined that Gene Gage is
qualified to serve as the Audit Committee's financial expert and Chairman.
The Board of Directors has adopted a written charter for the Audit
Committee. The charter has not changed from the charter filed with our 2001
proxy statement.
The Compensation and Plan Administration Committee was established in July
1991 as the Plan Administration Committee to administer the Company's stock
option plans. In May 1993 it was renamed the Compensation and Plan
Administration Committee and delegated additional authority to determine the
remuneration arrangements for the four most senior executive officers and to
review and approve the remuneration arrangements for the Company's other
executive officers. It currently consists of Messrs. Andrew Saul, Arthur Mintz,
Morton Schrader and Gene Gage. The Compensation and Plan Administration
Committee met twice in Fiscal 2004. Each then-current member of the Committee
attended such Committee meeting.
The Board of Directors adopted a written charter in August 2004 for the
Compensation and Plan Administration Committee.
The Board of Directors established the Nominating and Governance Committee
in September 2004. The Committee currently consists of Messrs. Andrew Saul, Gene
Gage, Arthur Mintz and Morton Schrader. The Nominating and Governance Committee
is responsible for identifying, evaluating and recommending director nominees to
the Board of Directors.
The Nominating and Governance Committee will consider candidates for the
Board from any reasonable source, including stockholder recommendations. The
Nominating and Governance Committee does not evaluate candidates differently
based on who has made the proposal. Stockholders who wish to suggest qualified
candidates should write to Victor J. Coster, Corporate Secretary, at the
Company's headquarters' address. These recommendations should include detailed
biographical information concerning the nominee, his or her qualifications to be
member of the Board, and a description of any relationship the nominee has to be
a stockholder making the recommendation or to other stockholders of the Company.
A written statement from the candidate consenting to be named as a candidate
and, if nominated and elected, to serve as director, subject to the candidate's
due diligence of the Company, should accompany any such recommendation.
Stockholders who wish to nominate a director for election at an annual meeting
of stockholders of the Company must comply with the Company's By-Laws regarding
stockholder proposals and nominations.
3
While the Nominating and Governance Committee does not have minimum
qualification requirements for candidates, it does assess whether candidates
have good business judgment, high ethical standards, substantial experience in
the Company's line of business or other applicable fields such as science or
technology, and ability to prepare for and attend Board meetings, committee
meetings and stockholder meetings. The Nominating and Governance Committee also
considers whether candidates are independent and possess leadership qualities.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth the compensation earned 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
------------ AWARDS
------
SECURITIES ALL OTHER
NAME AND FISCAL OTHER ANNUAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (1) (2)
- ------------------ ------ ------ ----- ------------ -------- ------------
BRIAN WOOLF 2004 $554,808 $ --- $2,396,860 52,500 $ 14,986
CHIEF EXECUTIVE 2003 500,000 475,200 1,433,000 375,000 14,459
OFFICER AND CHAIRMAN 2002 449,934 359,947 --- 68,250 14,014
OF THE BOARD
THOMAS E. REINCKENS (3) 2004 436,539 --- 1,008,600 52,500 10,458
PRESIDENT, CHIEF 2003 401,923 381,988 900,738 187,500 10,326
OPERATING OFFICER 2002 356,473 285,178 --- 68,250 2,967
CATHERINE MCNEAL (4) 2004 344,000 20,000 94,781 --- ---
EXECUTIVE VICE PRESIDENT 2003 193,750 143,000 --- 127,500 ---
2002 --- --- --- --- ---
MARIA COMFORT (5) 2004 291,116 20,000 145,675 --- ---
EXECUTIVE VICE PRESIDENT 2003 270,731 129,951 48,950 37,500 ---
2002 137,500 25,000 --- 60,000 ---
DAVID DESJARDINS (6) 2004 312,539 --- 60,950 --- ---
EXECUTIVE VICE PRESIDENT 2003 298,654 143,354 136,413 75,000 ---
2002 211,539 117,692 --- 52,500 ---
- -----------------------------
(1) Option amounts have been restated to reflect the Company's 3 for 2
stock split effective June 18, 2004.
(2) These amounts consist of insurance premiums paid for life insurance
for the benefit of the named executive officers and long-term
disability insurance.
(3) Thomas E. Reinckens has served as President and Chief Operating
Officer since October 2000. Mr. Reinckens also is our current
principal financial and accounting officer. Mr. Reinckens joined our
company in February 1987 and has held various positions throughout his
tenure, most recently serving as Chief Financial Officer from November
1989 to October 2000 and Executive Vice President from September 1995
to October 2000. Mr. Reinckens has over 20 years of retail experience.
(4) Catherine McNeal has served as Executive Vice President, Merchandise
Manager for our Cache stores since June 2003. From 1997 until joining
Cache, Ms. McNeal served in various
4
managerial capacities for the Limited, most recently as Vice
President, Merchandising Manager for Limited stores. Ms. McNeal has
over 20 years of retail experience.
(5) Maria Comfort has served as Executive Vice President for our Lillie
Rubin stores since April 2004. Ms. Comfort had served as Vice
President and General Merchandise Manager for our Lillie Rubin stores
from May 2002 to April 2004. From 1999 until she joined us, Ms.
Comfort served as Executive Vice President for Giorgio Armani. From
June 1997 to 1999, Ms. Comfort served as President of 9 & Co., a
division of Nine West Group, Inc., a women's apparel company. Ms.
Comfort's background encompasses a variety of merchandising functions,
including design, manufacturing and buying. Ms. Comfort has over 25
years of retail experience.
(6) David Desjardins has served as Executive Vice President and Director
of Stores and Operations since April 2002. From 1999 until joining us,
Mr. Desjardins served in various managerial capacities at the Limited,
most recently as Vice President of Express and Director of Sales and
Operations at Limited stores. From 1990 to 1999, Mr. David Desjardins
held various managerial positions with The Gap. Mr. Desjardins has
over 15 years of retail experience. Mr. Desjardins resigned
effective February 18, 2005.
AGGREGATED FISCAL 2004 YEAR-END STOCK OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Stock Options
Stock Options at Fiscal at Fiscal Year-End (1)
Year-End
-------------------------------- --------------------------
Name Shares Acquired Value Exercisable Unexercisable Exercisable Unexercisable
on Exercise Realized
- ----- --------------- -------- ----------- ------------- ----------- -------------
Brian Woolf 238,500 $2,396,860 343,125 320,625 $ 4,165,411 $ 1,623,469
Thomas E. Reinckens 67,500 $1,008,600 113,250 180,000 $ 998,926 $ 867,844
Catherine McNeal 9,375 $ 94,781 31,875 86,250 $ 235,213 $ 591,325
Maria Comfort 9,375 $ 145,675 24,375 54,375 $ 179,506 $ 340,706
David Desjardins 7,500 $ 60,950 26,875 --- $ 220,288 $ ---
Amounts described in the preceding table under the heading "Value of Unexercised
In-the-Money Stock Options at Fiscal Year End" are determined by multiplying the
number of shares underlying the options by the difference between the last
reported per share sale price of our common stock on December 31, 2004 and the
per share option exercise prices. All share amounts have been adjusted to
reflect the 3 for 2 stock split effective June 18, 2004.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to stock options granted
in fiscal 2004 to each of the named executive officers.
POTENTIAL
REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL
NUMBER OF OPTIONS EXERCISE RATES OF STOCK PRICE
SECURITIES GRANTED TO OR BASE APPRECIATION FOR
UNDERLYING EMPLOYEES IN PRICE EXPIRATION OPTION TERM (2)
NAME OPTIONS(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ------------------- ---------- ------------ --------- ---------- ---------- -----------
BRIAN WOOLF 52,500 50.0% $ 15.17 1/22/14 $ 220,038 $ 486,225
THOMAS E. REINCKENS 52,500 50.0% $ 15.17 1/22/14 220,038 486,225
5
(1) These options vest no later than January 22, 2008 but may vest sooner
with respect to up to 25% of the shares on each of December 31, 2004,
December 31, 2005, December 31, 2006, and December 31, 2007, to the
extent our earnings plan for these years is achieved, based on the
following sliding scale:
Percentage of Original
Options that Becomes
EXERCISABLE
PERCENTAGE OF EARNINGS PLAN ACHIEVED
------------------------------------ ----------------------
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%
Less than 60%............................................. 0%
(2) These amounts represent hypothetical gains that could be achieved for
the options if exercised at the end of the option term. As required by
SEC rules, these gains are based on assumed rates of stock price
appreciation of 5% and 10% compounded annually from the date the
options were granted until their expiration dates. These assumptions
are not intended to forecast future appreciation of our stock price.
The potential realizable value computation does not take into account
federal or state income tax consequences of option exercises or sales
of appreciated stock.
EMPLOYMENT AGREEMENTS AND CHANGE-OF-CONTROL PROVISIONS
In September 2003, we entered into a new employment agreement with Brian
Woolf, our Chief Executive Officer and Chairman, which expires January 31, 2007.
Under the agreement, Mr. Woolf's annual salary during 2004 was $500,000 and he
is eligible to receive annual incremental increases of $75,000 in each of the
next two years contingent on the Company's profitability, as defined in the
contract. Mr. Woolf is also eligible to participate in the Company's bonus and
stock option programs. In addition, Mr. Woolf is entitled to participate in our
long-term disability coverage healthcare and other benefits packages. Pursuant
to the terms of his new employment agreement, if we terminate Mr. Woolf's
employment prior to January 31, 2007 for any reason other than for certain
circumstances described in the agreement, then until Mr. Woolf accepts other
employment we are required to continue to pay him the full balance of his
contract, mitigated by future employment. In the event that Mr. Woolf is
terminated in connection with a change in control of Cache, as defined in the
contract, he is entitled to receive an amount equal to 18 months of his salary
then in effect. The contract contains a covenant of Mr. Woolf not to solicit
employees of Cache for two years and a covenant for Mr. Woolf not to compete
with Cache for a minimum of one year.
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
and 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
6
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.
COMPENSATION OF DIRECTORS
We compensate one of our non-employee directors for their services to us by
participation in our group medical insurance program at an approximate cost to
us of $11,500 per individual per year. He currently does not receive cash or
equity-based compensation. The other three non-employee directors receive a
director's fee equal to $20,000 per year.
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
Our Articles of Incorporation require us, to the extent permitted by law,
to indemnify our directors and officers against any personal liabilities
incurred as a result of their positions as directors or officers of our company.
We maintain directors' and officers' insurance providing indemnification
for our directors, officers and management employees for liabilities arising as
a result of their services to us.
The indemnification provision in our articles of incorporation may
discourage stockholders from bringing a lawsuit against our directors for breach
of their fiduciary duty. They may also reduce the likelihood of derivative
litigation against our directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. Furthermore, a
stockholder's investment may be adversely affected to the extent we pay the cost
of settlement and damage awards against any of our directors and officers under
indemnification provisions. We believe that these indemnification provisions are
necessary to attract and retain qualified directors and officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation and Plan Administration Committee presently consists of
Andrew Saul, Arthur Mintz, Morton Schrader and Gene Gage. No member of our
Compensation and Plan Administration Committee has been an employee of ours.
None of our executive officers serves as a member of the board of directors or
compensation committee of any other entity that has one or more executive
officers serving as a member of our board of directors of our compensation
committee.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to all of the
Company's directors, officers and employees. The Code of Ethics is available on
our website at www.cache.com. We will disclose any amendment to, other than
technical, administrative or non-substantive amendments, or waiver of its code
of ethics granted to a director or executive officer by filing a Form 8-K
disclosing the amendment or waiver within five business days.
7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of the Forms 3, 4 and 5 and any amendments
thereto furnished to the Company pursuant to Rule 16a-3(c) promulgated under the
Exchange Act, the Company is not aware of any failure of any officer, director
or beneficial owner of more than 10% of the Common Stock to timely file with the
Commission any Form 3, 4 or 5 in respect of the Company during fiscal 2004,
except for the following instances: 10% owner Joseph Saul filed two late Form
4's; Director Morton J. Schrader filed one late Form 4; Officer David Desjardins
filed one late Form 4 and one late Form 3; Officer Thomas Reinckens filed one
late Form 3; Officer Catherine McNeal filed one late Form 3; and Director and
10% owner Andrew Saul filed one late Form 4.
8
ITEM 12. PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
AND BY MANAGEMENT
The following table sets forth certain information as to the beneficial
ownership of the Company's equity securities as of March 31, 2005 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.
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
PERSON AND ADDRESS OF COMMON STOCK (9) OF COMMON STOCK
- ------------------ ------------------- ---------------
Andrew M. Saul 2,959,692 18.9%
9 West 57th Street
New York, NY 10019 (1)
Joseph E. Saul 2,959,692 18.9%
9 West 57th Street
New York, NY 10019 (2)
Norma G. Saul 2,959,692 18.9%
9 West 57th Street
New York, NY 10019 (3)
Royce & Associates, LLC 1,354,550 8.6%
1414 Avenue of the Americas
New York, NY 10019 (8)
Mellon Financial Corporation 904,249 5.9%
One Mellon Center
Pittsburgh, PA 15258 (8)
Brian Woolf 424,124 2.6%
Cache Inc.
1440 Broadway
New York, NY 10018 (4)
Thomas E. Reinckens 163,828 1.0%
Cache Inc.
1440 Broadway
New York, NY 10018 (5)
9
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
PERSON AND ADDRESS OF COMMON STOCK (9) OF COMMON STOCK
- ------------------ ------------------- ---------------
Morton J. Schrader 19,500 *
230 Park Avenue, 18th Floor
New York, NY 10166
Arthur S. Mintz None N/A
70 West 36th Street
New York, NY 10018
Gene G. Gage None N/A
Cache Inc.
1440 Broadway
New York, NY 10018
Catherine McNeal 41,250 *
Cache Inc.
1440 Broadway
New York, NY 10018 (6)
Maria Comfort 24,375 *
Cache Inc.
1440 Broadway
New York, NY 10018 (7)
All Current Executive 3,632,769 22.4%
Officers and Directors as a
Group (eight persons)
- -------------------------------
* Less than 1% of the outstanding shares of common stock.
(1) Represents (a) 825,630 shares held directly by Andrew Saul, (b) 874,962
shares beneficially owned by Joseph Saul, Andrew Saul's father, (c) 1,251,600
shares held by Norma Saul, Andrew Saul's mother, and (d) 7,500 shares held by
the Andrew Saul Foundation, of which Andrew Saul is a director. All of the
foregoing shares are subject to an oral agreement, subject in the case of the
trusts to any fiduciary duties of the trustees, to vote and dispose of the
shares jointly. The holders of the foregoing shares have filed with the SEC as a
"group" within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934.
Each of these holders disclaims beneficial ownership of all shares other than
those held in his, her or its name.
(2) Represents (a) 852,462 shares held directly by Joseph Saul, (b) 1,251,600
shares held by Norma Saul, Joseph Saul's wife, (c) 833,130 shares beneficially
owned by Andrew Saul, Joseph Saul's son and (d) 22,500 shares held by the Joseph
E. and Norma G. Saul Foundation, of which Joseph Saul is a director. All of the
foregoing shares are subject to an oral agreement, subject in the case of the
trusts to any fiduciary duties of the trustees, to vote and dispose of these
shares jointly. The holders of the foregoing shares have filed with the SEC as a
"group" within the meaning of Rule 13d-3 of the Securities Exchange act of 1934.
Each of these holders disclaims beneficial ownership of all shares other than
those held in his, her or its name.
10
(3) Represents (a) 1,251,600 shares held directly by Norma Saul, (b) 852,462
shares beneficially owned by Joseph Saul, Norma Saul's husband, (c) 833,130
shares held by Andrew Saul, Norma Saul's son and (d) 22,500 shares held by the
Joseph E. and Norma G. Saul Foundation, of which Norma Saul is a director. All
of the foregoing shares are subject to an oral agreement, subject in the case of
the trusts to any fiduciary duties of the trustees, to vote and dispose of these
shares jointly. The holders of the foregoing shares have filed with the SEC as a
"group" within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934.
Each of these holders disclaims beneficial ownership of all shares other than
those held in his, her or its name.
(4) Includes options to acquire 343,124 shares of our common stock.
(5) Includes options to acquire 113,250 shares of our common stock.
(6) Includes options to acquire 31,875 shares of our common stock.
(7) Includes options to acquire 24,375 shares of our common stock.
(8) Information is based solely on the most recent Form 13F filed by the holder
with the SEC.
(9) Number of shares of Common stock reflects the 3 for 2 stock split effective
June 18, 2004.
See also "Market for the Registrant's Common Stock and Related Stockholder
Matters" under Part II, Item 5 of Registrant's report on Form 10-K for the
fiscal year ended January 1, 2005, previously filed with the Securities and
Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
See Also "Executive Compensation--Compensation Committee Interlocks and Insider
Participation."
As of March 31, 2005, the Sauls beneficially owned in the aggregate
2,959,692 shares of the Company's outstanding Common Stock, representing
approximately 18.9% of the Company's outstanding Common Stock. See "Principal
Shareholders and Share Ownership by Management."
11
ITEM 14. PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to the Company for the
fiscal years ended December 27, 2003 and January 1, 2005 by KPMG LLP.
-------------------------- ------------------ -------------------
FEES FISCAL 2003 FISCAL 2004
AMOUNT AMOUNT
-------------------------- ------------------ -------------------
AUDIT FEES $149,500 $322,707
-------------------------- ------------------ -------------------
AUDIT-RELATED FEES
$193,939 $402,000
-------------------------- ------------------ -------------------
TAX FEES $ -- $ --
-------------------------- ------------------ -------------------
ALL OTHER FEES $ -- $ --
-------------------------- ------------------ -------------------
Total Fees $343,439 $724,707
-------------------------- ------------------ -------------------
The Audit Committee of the Board of Directors has considered whether the
provision of these services is compatible with maintaining the principal
accountants' independence.
Audit fees includes fees for annual audit and reviews of the Company's quarterly
reports on Form 10-Q, as well as statutory audits and audits of subsidiaries.
Audit-related fees include fees for audits of benefit plans and audits related
to a potential stock offering, as well as testing of internal controls for
Sarbannes Oxley compliance during fiscal 2004.
All other fees include fees for evaluations and advisory services. During fiscal
2003, the Audit Committee implemented a procedure to require pre-approval of all
services performed by the Independent Auditors.
Consequently during fiscal 2003 and 2004, any project which management hired the
principal accountants to perform was presented to the Audit Committee, along
with an estimate of the costs to be incurred. The Audit Committee would review
and approve the estimate. The Audit Committee was updated by management, if
additional costs were incurred. All projects which were performed by the
independent accountants were approved by the Audit Committee during fiscal 2003
and 2004.
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Signatures
Pursuant to the requirement of section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: May 2, 2005
CACHE, INC.
BY: /s/ Brian Woolf
-------------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
BY: /s/ Thomas E. Reinckens
-------------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial and
Accounting Officer)
13