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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
|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 DECEMBER 28, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 001-15023
THE YANKEE CANDLE COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2591416
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
16 YANKEE CANDLE WAY, SOUTH DEERFIELD, MASSACHUSETTS 01373
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (413) 665-8306
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
(TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE WHERE REGISTERED)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes |X| No |_|
Based on the closing sale price of $27.09 per share on June 28, 2002, the
last business day of the registrant's most recently completed second fiscal
quarter, the aggregate market value of the voting stock held by non-affiliates
of the registrant was $1,472,438,482.
On March 26, 2003 there were outstanding 54,359,460 shares of the
Registrant's Common Stock.
Documents incorporated by reference (to the extent indicated herein):
Registrant's proxy statement (specified portions) with respect to the
annual meeting of stockholders to be held on June 11, 2003 are incorporated into
Part III.
EXPLANATORY NOTE
The Yankee Candle Company, Inc. filed its original Annual Report on Form 10-K
for the fiscal year ended December 28, 2002 on March 27, 2003. This Amendment
No. 1 to the Annual Report on Form 10-K/A is being filed solely for the purpose
of correcting the signature pages in the original Form 10-K, which inadvertently
omitted the conformed signatures obtained by the Company prior to the filing. No
attempt has been made in this Amendment No. 1 to the Annual Report on Form
10-K/A to modify or update disclosures for events which occurred subsequent to
the original filing.
THIS AMENDMENT DOES NOT CHANGE ANY PREVIOUSLY REPORTED FINANCIAL RESULTS OF
OPERATIONS.
EXHIBIT INDEX
2.1 Recapitalization Agreement, dated as of March 25, 1998, as amended by and
among Yankee Candle Holdings Corp., The Yankee Candle Company, Inc.,
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VI, L.P. and Michael J. Kittredge.*
2.2 Asset Purchase Agreement, dated as of April 1, 1998, by and among The
Yankee Candle Company, Inc., Chandler's Tavern, Inc. and Michael J.
Kittredge.*
2.3 Form of Agreement and Plan or Reorganization between The Yankee Candle
Company, Inc. and Yankee Candle Holdings Corp.*
2.4 Form of Share Exchange between The Yankee Candle Company, Inc. and Michael
J. Kittredge.*
3.1 Form of Restated Articles of Organization of The Yankee Candle Company,
Inc.*
3.2 Form of Amended and Restated By-Laws of The Yankee Candle Company, Inc.*
4.1 Form of Common Stock Certificate.*
10.1 Form of outside director Stock Option Agreement.*+
10.2 Form of outside director Stockholder's Agreement.*+
10.3 Form of Employee Stockholder's Agreement.*+
10.4 The Yankee Candle Company Inc. Employee Stock Option Plan and form of
Stock Option Agreement.*+
10.5 The Yankee Candle Company, Inc. 1999 Stock Option and Award Plan.*+
10.6 Stockholder's Agreement, dated April 27, 1998, by and between The Yankee
Candle Company, Inc. and Michael J. Kittredge.*
10.7 Form of Stockholder's Agreement between The Yankee Candle Company, Inc.
and employees.*+
10.8 Registration Rights Agreement, dated as of May 6, 1999, among The Yankee
Candle Company, Inc., Forstmann Little & Co. Equity Partnership-V, L.P.
and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VI, L.P.*
10.9 Form of Indemnification Agreement between The Yankee Candle Company, Inc.
and its directors and executive officers.*
10.10 Form of Credit Agreement among The Yankee Candle Company, Inc., The Chase
Manhattan Bank, as sole administrative agent, and the banks and other
financial institutions party thereto.*
10.11 Recourse Secured Promissory Note, dated February 3, 1999, by Robert R.
Spellman, and Stock Pledge Agreement, dated as of February 3, 1999, by and
between The Yankee Candle Company, Inc. and Robert R. Spellman.*
10.12 Employment Agreement, dated as of October 22, 1998, as amended on February
9, 1999, between The Yankee Candle Company, Inc. and Robert R. Spellman.*+
10.13 Form of Management Rights Letter between The Yankee Candle Company, Inc.
and the partnerships affiliated with Forstmann Little & Co.*
10.14 Employment Letter Agreement dated March 31, 2001 between The Yankee Candle
Company, Inc. and Craig W. Rydin.**+
10.15 Letter Agreement dated March 31, 2001 between The Yankee Candle Company,
Inc. and Michael D. Parry.***+
10.16 Employment Letter Agreement dated August 31, 2000 between The Yankee
Candle Company, Inc. and Paul J. Hill.***+
10.17 Employment Letter Agreement dated May 2, 2001 between The Yankee Candle
Company, Inc. and Harlan Kent.***+
23.1 Consent of Deloitte and Touche LLP.****
99.1 Certification of Craig W. Rydin Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
March 27, 2003.****
99.2 Certification of Robert R. Spellman Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
March 27, 2003.****
99.3 Certification of Craig W. Rydin Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated
May 5, 2003.*****
99.4 Certification of Robert R. Spellman Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated
May 5, 2003.*****
- ----------
* Incorporated by reference from the Company's Registration Statements on
Form S-1 (File No. 333-76397)
** Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the first quarter of fiscal 2001.
*** Incorporated by reference from the Company's Annual Report on Form 10-K
for fiscal 2001.
**** Incorporated by reference from the Company's Annual Report on Form 10-K
for fiscal 2002.
***** Filed herewith.
+ Management compensation contract/plan
54
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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, on March 27, 2003.
The Yankee Candle Company, Inc.
By /s/ CRAIG W. RYDIN
-----------------------------------
Craig W. Rydin
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below as of March 27, 2003 by the following persons on behalf of
the registrant and in the capacities indicated.
Signature Capacity
/s/ CRAIG W. RYDIN Chairman of the Board of Directors,
- ---------------------------------- President and Chief Executive Officer
Craig W. Rydin (Principal Executive Officer)
/s/ ROBERT R. SPELLMAN Director, Senior Vice President,
- ---------------------------------- Finance and Chief Financial Officer
Robert R. Spellman (Principal Financial Officer)
Signature Capacity
/s/ GERALD F. LYNCH Vice President, Controller
- ---------------------------------- (Principal Accounting Officer)
Gerald F. Lynch
/s/ THEODORE J. FORSTMANN Director
- ----------------------------------
Theodore J. Forstmann
/s/ DALE F. FREY Director
- ----------------------------------
Dale F. Frey
/s/ MICHAEL F. HINES Director
- ----------------------------------
Michael F. Hines
/s/ SANDRA J. HORBACH Director
- ----------------------------------
Sandra J. Horbach
/s/ JAMIE C. NICHOLLS Director
- ----------------------------------
Jamie C. Nicholls
/s/ MICHAEL S. OVITZ Director
- ----------------------------------
Michael S. Ovitz
/s/ RONALD L. SARGENT Director
- ----------------------------------
Ronald L. Sargent
/s/ EMILY WOODS Director
- ----------------------------------
Emily Woods
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 5, 2003.
The Yankee Candle Company, Inc.
By /s/ ROBERT R. SPELLMAN
-----------------------------------
Robert R. Spellman
Senior Vice President, Finance and
Chief Financial Officer
CERTIFICATIONS
I, Craig W. Rydin, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A (as so
amended, the "annual report") of The Yankee Candle Company, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer 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 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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 officer 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 operations 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 officer and I have indicated in this
annual report whether 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.
/s/ CRAIG W. RYDIN
-------------------------------------
Dated: May 5, 2003 Craig W. Rydin
Chief Executive Officer
CERTIFICATIONS
I, Robert R. Spellman, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A (as so
amended, the "annual report") of The Yankee Candle Company, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer 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 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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 officer 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 operations 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 officer and I have indicated in this
annual report whether 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.
/s/ ROBERT R. SPELLMAN
-------------------------------------
Dated: May 5, 2003 Robert R. Spellman
Chief Financial Officer