U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report: OCTOBER 19, 2004
I.C. ISAACS & COMPANY, INC.
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(Exact name of issuer as specified in its charter)
DELAWARE 0-23379 52-1377061
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
4840 BANK STREET, BALTIMORE, MARYLAND 21224-2522
(Address and Zip Code of Principal Executive Offices)
(410) 342-8200
(Registrant's Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 19, 2004, our wholly owned subsidiary, I.C. Isaacs & Company, LP (the
"LP"), and our Chief Executive Officer and Board Chairman, Peter J. Rizzo,
executed an amendment (dated October 13, 2004) to the Executive Employment
Agreement dated December 9, 2003 between the LP and Mr. Rizzo.
Pursuant to the amendment,
o As long as the Nominating Committee of our Board continues to
approve Mr. Rizzo as a director, he will be included on the slate of
nominees that we will propose for election as directors throughout
the term of his employment agreement,
o The initial term of Mr. Rizzo's employment has been extended one
year, and will now end on December 9, 2007;
o The guaranteed minimum annual incentive compensation that Mr. Rizzo
will be entitled to receive has been increased from $125,000 to
$175,000;
o The vesting of the option to purchase 500,000 shares of common stock
that was granted to Mr. Rizzo under our Amended and Restated Omnibus
Stock Plan has been adjusted so that he will have the right to
purchase up to 250,000 shares on or after December 9, 2004 and up to
500,000 shares on or after December 9, 2005;
o A new ten year Plan option has been granted to Mr. Rizzo that will
permit him to purchase up to 100,000 shares of common stock at an
exercise price of $3.10 per share on or after December 9, 2007;
o The change of control and severance provisions of the agreement have
been modified to provide that, if (a) Mr. Rizzo is not appointed as
Chairman of the Board or he is removed from that position, (b) his
duties as CEO are materially adversely changed or reduced, (c) his
employment is terminated by the company without cause or if, as a
result of the occurrence of any of the events described in clauses
(a) or (b), he resigns, he will be entitled to receive the following
severance benefits:
o If such termination occurs on or before December 31, 2006, he
will be entitled to receive severance in an aggregate amount
equal to 1.5 times his Base Salary ($500,000) and incentive
compensation for the immediately preceding year (a minimum of
$937,500 up to as much as $1,275,000),
o If such termination occurs after December 31, 2006, he will be
entitled to receive severance in an aggregate amount equal to
his Base Salary plus a pro-rata portion of any incentive
compensation that otherwise would have become due and payable
to him if his employment had not been terminated prior to the
end of the year (a minimum of $625,000 up to as much as
$850,000) and
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o All unvested options granted to Mr. Rizzo under the Plan will
immediately vest in full and will be exercisable by him for a
period of one year after his employment is terminated.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On October 7, 2004, our Board appointed Francois Girbaud to fill the vacancy on
the Board created by Staffan Ahrenberg's resignation from the Board. Mr. Girbaud
shall serve as a director during the unexpired portion of the term for which Mr.
Ahrenberg had been elected to serve as a director, or until his earlier
resignation or removal, whichever shall first occur.
Mr. Girbaud is an internationally renowned designer and manufacturer of
clothing, and licensor of clothing designs and trademarks related thereto.
Pursuant to agreements that we have with companies co-owned directly or
indirectly by Mr. Girbaud and Marithe Bachellerie, our company licenses the
Girbaud trademarks and designs for use in the manufacture and sale of various
items of clothing in North America. Pursuant to those agreements, we paid
royalties to Mr. Girbaud's licensing companies during 2002, 2003 and the first
six months of 2004 aggregating $5.0 million, $4.2 million and $2.3 million,
respectively.
Two companies co-owned directly or indirectly by Mr. Girbaud and Ms. Bachellerie
own 3,966,667 shares (35.6%) of our outstanding common stock.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial information and
exhibits have been filed as part of this Report:
(a) Financial Statements -- none
(b) Pro forma financial information -- none
(c) Exhibits
Number Description
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10.120 Amendment dated October 13, 2004 to the Executive Employment
Agreement dated December 9, 2003 between I.C. Isaacs & Company, LP
and Peter J. Rizzo
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
I.C. Isaacs & Company, Inc.
Dated: October 21, 2004 By: /s/ Eugene Wielepski
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Eugene Wielepski, Vice President - Finance
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