SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
Commission File No. 0-23379
I.C. ISAACS & COMPANY, INC.
(Exact name of registrant as specified in charter)
Delaware 52-1377061
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
3840 Bank Street, Baltimore, Maryland 21224-2522
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (410) 342-8200
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Class:
---------------
Common Stock, $.0001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |_|
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. |X| Yes |_| 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. |_|
Indicate by check mark if Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). |_| Yes |X| No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). |_| Yes |X| No
The aggregate market value of the voting common stock held by non-affiliates of
the Registrant as of the last business day of the Registrant's most recently
completed second fiscal quarter, at June 30, 2005, was approximately $40,565,000
based on the average closing price of the Common Stock as reported by the OTC
Bulletin Board on that day. Solely for purposes of the foregoing calculation all
of the Registrant's directors and officers are deemed to be affiliates. The
Registrant does not have outstanding any non-voting common stock.
As of March 30, 2006, 11,996,485 shares of Common Stock were outstanding.
Document Incorporated by Reference
None
1
I.C. ISAACS & COMPANY, INC.
FORM 10-K/A
Amendment No. 1
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment") to the Annual Report on Form 10-K of I.C.
Isaacs & Company, Inc. (the "Company") amends the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2005, originally filed on March
31, 2006 (the "Original Filing").
Pursuant to this Amendment, certain disclosures made in:
o Part III, Item 10 of the Original Filing has been revised, as follows:
|X| to reflect changes made to the disclosures regarding the
employment arrangements applicable to the Company's Chief
Operating Officer which appear in the subsection entitled
"Employment Contracts, Termination of Employment And Change In
Control Arrangements," and
|X| to update the disclosures contained in the subsection entitled
"Compliance with Section 16(a) of the Exchange Act."
o the table entitled "Aggregated Option/SAR Exercises In Last Fiscal
Year And Fiscal Year-End Option/SAR Values" appearing in Part III,
Item 11 of the Original Filing have been revised; and
o the security ownership table set forth in Part III, Item 12 of the
Original Filing has been revised.
Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and, except for above-described disclosures, the Company has not updated the
disclosures contained therein to reflect any events that occurred at a date
subsequent to the filing of the Original Filing.
TABLE OF CONTENTS
Page
----
PART II
ITEM 9A CONTROLS AND PROCEDURES..................................... 3
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY............. 3
ITEM 11. EXECUTIVE COMPENSATION...................................... 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................. 14
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES..................... 16
SIGNATURES................................................................ 21
2
ITEM 9A. CONTROLS AND PROCEDURES
In accordance with the responsibilities of the Company's management
responsibilities for establishing and maintaining adequate internal control over
the Company's financial reporting, the Company maintains disclosure controls and
procedures that are designed to provide reasonable assurance that:
o information required to be disclosed in the Company's Exchange Act
reports
|X| is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms,
|X| is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding
required disclosure,
o the Company's transactions are properly authorized;
o the Company's assets are safeguarded against unauthorized or improper
use; and
o the Company's transactions are properly recorded and reported,
all to permit the preparation of the Company's financial statements in
conformity with generally accepted accounting principles.
The Company conducted an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period covered by this Amendment No. 1 to the Company's Report on
Form 10-K. Among other matters, the Company sought in its evaluation to
determine whether there were any significant deficiencies or material weaknesses
in the Company's disclosure controls and procedures, and whether it had
identified any acts of fraud involving personnel who have a significant role in
the implementation of those controls and procedures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The Board of Directors is currently composed of nine directors. The Company's
directors are elected to serve for terms that expire at each annual meeting of
stockholders and when their respective successors are duly elected and shall
have qualified. The following table sets forth certain information about the
Company's current directors:
Peter J. Rizzo Mr. Rizzo has worked within the apparel
Age 53 industry during the past 27 years. He
Chief Executive Officer of the Company became the Company's Chief Executive
Director since February 2004 and Officer in December, 2003, was
Chairman since July 2004 appointed to the Board in February
2004, and has served as Chairman of the
Board since July 2004. During the two
years prior to joining the Company,
Mr. Rizzo was a consultant to the
Neiman Marcus Group. He was President
and Vice Chairman of Bergdorf Goodman
from 1999 to 2002. From 1997 to 1999,
he served as President of Polo Retail
at Polo Ralph Lauren. From 1978 to
1997, he was Executive Vice President
and Head Merchant of Barneys New York.
3
Olivier Bachellerie Mr. Bachellerie has served since 1997
Age: 45 as President and Director General of GI
Director since 2002 Promotion and Cravatatakiller S.A., and
President and Director General of GI as President of Fashion Services of
Promotion and Cravatatakiller S.A. America, Inc., each of which is
beneficially owned by Marithe
Bachellerie and Francois Girbaud. Mr.
Bachellerie is the son of Marithe
Bachellerie, who together with Mr.
Girbaud, indirectly own and possess the
right to vote approximately 38% of the
Company's outstanding shares of common
stock.
Rene Faltz Mr. Faltz has practiced law in the
Age: 52 Grand Duchy of Luxembourg since 1976.
Director since 2002 He has been with Cabinet D'Avocats Rene
Senior Partner, Cabinet D'Avocats Rene Faltz since March 2000 after leaving
the firm of Faltz & Kremer. Mr. Faltz
is one of the Managing Directors of,
and serves as counsel to, several
companies that, since 2002, have been
beneficially owned by Marithe
Bachellerie and Francois Girbaud in
connection with the conduct of their
business activities as designers and
marketers of clothing and other items
bearing the various Girbaud trademarks.
Neal J. Fox Mr. Fox has held senior management
Age: 71 positions at Neiman Marcus, Bergdorf
Director since 1998 Goodman and I. Magnin. From 1983 to
Consultant 1988, he was employed by Garfinkel's,
Raleigh & Co., or its predecessor, most
recently as Chairman and Chief
Executive Officer, and was also a
principal shareholder of that company.
From 1989 through March 1999, Mr. Fox
served as the President and Chief
Executive Officer of Sulka, an
international menswear retailer. In
1999, Mr. Fox founded NJF Associates,
Incorporated, a consulting firm
specializing in brand management and
business development for the apparel,
accessories and luxury goods
industries. Mr. Fox served as a
director of Today's Man, a 30 unit
menswear retailer. In March, 2003,
Today's Man filed a petition under
Chapter 11 of the US Bankruptcy Code.
Francois Girbaud Mr. Girbaud, an internationally
Age: 61 renowned designer and manufacturer of
Director since 2004 clothing, and licensor of clothing
designs and trademarks for more than 25
years, became one of the Company's
directors in October 2004 Pursuant to
agreements that the Company has with
companies co-owned directly or
indirectly by Mr. Girbaud and Marithe
Bachellerie, the Company licenses the
Girbaud trademarks and designs for use
in the manufacture and sale of various
items of clothing in North America.
Jon Hechler Mr. Hechler was employed by Ira J.
Age: 53 Hechler and Associates, an investment
Director since 1984 company, from 1980 to 1999. He is
President, T. Eliot, Inc. President of T. Eliot, Inc.,
manufacturer of the Sani Seat(R)
hygienic toilet seat system.
4
Robert Stephen Stec Mr. Stec was a Division President of
Age: 51 VF Corporation and had sole
Director since 2002 responsibility for VF's Girbaud
Chairman and Chief Executive Officer of division in the United States from 1989
Lexington Home Brands through 1993. From 1996 to 1998, he
served as President of London Fog
Industries, Inc., a leading
manufacturer and marketer of branded
outerwear. During 1997 and 1998, Mr.
Stec served as a part-time consultant
to Girbaud Design, Inc. and certain of
its affiliates. In 1999, Mr. Stec
served as a consultant to London Fog
for several months. Mr. Stec has been
employed as President and Chief
Executive Officer of Lexington Home
Brands, a leading branded marketer of
home furnishings, since 1999.
John McCoy II Mr. McCoy has worked within the apparel
Age: 59 industry during the past 38 years. In
Director since 2005 1970, he began working for Pierre
President of Components by John McCoy, Cardin's sales operations and held the
Inc position of Executive Vice
President--Clothing when he left that
firm in 1977 to found Fitzgerald by
John McCoy, a US manufacturer of
European styled clothing. In 1985, Mr.
McCoy founded Components by John McCoy,
Inc., a manufacturer and distributor of
luxury clothing brands, including Gran
Sasso, Mason's, Coast, Moncler, Lenor
Romano and Alfred Dunhill.
5
Principal Executive Officers of the Company Who Are Not Also Directors
The following table sets forth the names and ages of the Company's principal
executive officers who are not directors. The table also provides a description
of the positions of employment held by each of such executives for at least the
past five years.
Jesse de la Rama Mr. de la Rama began his employment
Age: 51 with the Company in March 2004 as Vice
Chief Operating Officer of the Company President of Merchandise Planning and
Retail Development. In December 2004,
he began serving as the Company's Chief
Operating Officer. Mr. de la Rama
engaged in business during the period
from 1997 through February 2004 as a
consultant to the fashion retail
industry and other clients, including
Calvin Klein, Inc., Lambertson/Truex
and Sotheby's, Inc., as president of
his own company, Jesse de la Rama, Inc.
Between 1994 and October 1997, Mr. de
la Rama was Senior Vice President -
Retail of Bally of Switzerland. Between
1979 and September 1994, he was
employed by Barney's New York and
served in various executive capacities,
including Vice President - Outlet
Division and Warehouse Sales (1992 -
1994) and Vice President - Merchandise
Planning (1983 - 1992).
Directors' Compensation
Directors who are employed by the Company or any of its subsidiaries receive no
compensation for serving on the Board of Directors. Directors who are not so
employed (the "Outside Directors") receive an annual retainer fee of $10,000 for
their services and attendance fees of $750 per Board or committee meeting
attended. The Chairman of the Audit Committee receives an additional $10,000 for
the services he renders in that capacity. All directors are reimbursed for
expenses incurred in connection with attendance at Board or committee meetings.
In addition, members of the Board of Directors are eligible to participate in
the Company's Amended and Restated Omnibus Stock Plan (the "Plan"). In 2002,
Outside Directors were awarded non-qualified stock options to purchase an
aggregate of 210,000 shares of common stock at an exercise price of $0.58 per
share. Those options vested in December 2004. Also, members of the Board of
Directors who are not employees are eligible to participate in the Non-Employee
Directors Stock Option Plan (the "Directors Plan"). Options to purchase 120,000
shares of common stock at an exercise price of $5.60 per share were granted and
fully vested under the Directors Plan during 2005.
6
Board Committees and Meetings
The Board of Directors currently has standing Audit, Compensation and Nominating
Committees.
The Audit Committee has a written charter approved by the Board. Only
independent directors, as that term is defined by the Marketplace Rules of The
Nasdaq Stock Market, may serve as members of the Audit Committee.
The members of the Audit Committee are Neal J. Fox (Chairman), Jon Hechler and
Robert Stec.
The Audit Committee assists the Board of Directors in its general oversight of
the Company's financial reporting, internal controls and audit functions. During
2005, the Audit Committee held eight meetings. The Board of Directors has
determined that the Neal J. Fox, the Chairman of the Audit Committee, is an
"audit committee financial expert," as such term is defined under applicable SEC
regulations.
The members of the Compensation Committee are Messrs. Hechler (Chairman), Fox
and Stec.
The Compensation Committee administers the Plan, including the review and grant
of stock options to officers and other employees under the Plan. The
Compensation Committee also reviews and approves various other company
compensation policies and matters, and reviews and approves salaries and other
matters relating to compensation of the executive officers of the company. The
Compensation Committee held eight meetings during 2005.
The members of the Nominating Committee are Messrs. Stec (Chairman), Fox and
Hechler. The Nominating Committee held four meetings in 2005.
The Board of Directors held three meetings during 2005. Each director is
expected to attend each meeting of the Board and the committees on which he
serves. In addition to meetings, the Board and its committees review and act
upon matters through written consent procedures.
Employment Contracts, Termination of Employment And Change In Control
Arrangements
Peter J. Rizzo
- --------------
Peter J. Rizzo, the Company's Chief Executive Officer, is employed by the LP,
pursuant to an employment agreement dated December 9, 2003, which was amended on
October 19, 2004. That agreement, as amended, provides:
o for an initial term that will end on December 9, 2007, and for
automatic one year renewals of the agreement unless either party gives
notice of its non-renewal not later than June 30, 2007 or June 30 of
the then current renewal year;
o for payment of an annual base salary of $500,000 during the initial
term increasing by 10% per year during each one year renewal term, and
incentive compensation provisions, subject to a guaranteed annual
minimum of $175,000, that are based upon the Company's achievement of
pre-determined earnings, cash flow and inventory turns targets;
o for the issuance under the Plan of a five year option to purchase
500,000 shares of common stock at an exercise price of $.95 per share
vesting ratably on December 9, 2004 and December 9, 2005;
o for the issuance under the Plan of a ten year option 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;
7
o that, as long as the Nominating Committee of the Company's Board
continues to approve Mr. Rizzo as a director, he will be included on
the slate of nominees that the Company will propose for election as
directors throughout the term of his employment agreement;
o 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
LP 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:
|X| 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 and incentive compensation for
the immediately preceding year (a minimum of $937,500 up to as
much as $1,275,000),
|X| 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 $675,000 up to as much as $850,000) and
|X| 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.
The maximum amount of incentive compensation that Mr. Rizzo may earn in any year
of the initial term and any renewal year is $350,000.
Jesse de la Rama
- ----------------
Jesse de la Rama, the Company's Chief Operating Officer, is employed by the LP,
pursuant to an employment agreement dated March 1, 2004, which was amended on
August 1, 2005. That agreement, as amended, provides:
o for an initial term that will end on February 28, 2006, and for
automatic one year renewals of the agreement unless either party gives
notice of its non-renewal not later than December 31, 2005 or December
31 of the then current renewal year;
o for payment of an annual base salary of $275,000, and incentive
compensation provisions that are based upon the achievement of
pre-determined earnings, cash flow and inventory turns targets;
o for the issuance under the Plan of a five year option to purchase
25,000 shares of common stock at an exercise price of $.86 per share
which shall vest ratably on March 1, 2005, 2006 and 2007;
o for the issuance under the Plan of a ten year option to purchase
75,000 shares of common stock at an exercise price of $6.00 per share
which shall vest ratably on February 10, 2006, 2007 and 2008;
o that, in the event that Mr. de la Rama's employment is terminated
without cause, he shall receive severance payments ranging between
three and 12 months salary depending on the length of his employment
at the time of termination.
Mr. de la Rama's base salary was increased to $275,000 effective January 1,
2006. The maximum amount of incentive compensation that Mr. de la Rama may earn
in 2005 and any renewal year is $175,000.
Gregg A. Holst
- --------------
Gregg A. Holst, the Company's Chief Financial Officer, is employed by the LP,
pursuant to an employment agreement dated December 19, 2005. That agreement
provides:
o for an initial term that will end on December 31, 2008, and for
automatic one year renewals of the agreement unless either party gives
notice of its non-renewal not later than June 30, 2008 or June 30 of
the then current renewal year;
8
o for payment of an annual base salary of $275,000, a signing bonus of
$50,000 payable in 2006 and incentive compensation provisions, subject
to a guaranteed annual minimum of $96,250, that are based upon the
achievement of pre-determined earnings, cash flow and inventory turns
targets;
o for the issuance under the Plan of a five year option to purchase
100,000 shares of common stock at an exercise price of $4.40 per share
which shall vest ratably on December 27, 2006, 2007 and 2008;
o that, in the event that Mr. Holst's employment is terminated without
cause, he shall receive severance payments ranging between three and
12 months salary depending on the length of his employment at the time
of termination.
The maximum amount of incentive compensation that Mr. Holst may earn in 2006 and
any renewal year is $192,500.
Eugene Wielespki
- ----------------
In April 2002, the LP entered into an amended and restated employment agreement
with Eugene Wielepski who was then the Company's Vice President and Chief
Financial Officer. In March 2003, the LP and Mr. Wielepski entered into an
amendment of that agreement. As so amended, the agreement provides:
o that Mr. Wielepski shall serve as Vice President - Finance for an
initial term that will end on May 15, 2006, and for automatic one year
renewals of the agreement unless either party gives notice of its
non-renewal not later than March 16, 2006 or March 16 of the then
current renewal year;
o for payment of a base salary of $180,000 per year;
o for the issuance under the Plan of a fully vested ten year option to
purchase 10,000 shares of common stock at an exercise price of $1.71
per share;
o that, if Mr. Wielepski's employment is terminated without cause after
May 15, 2005, the LP must pay him an amount equal to one year of his
base salary; and
o that, if the LP decides not to renew the agreement, it must pay Mr.
Wielepski an amount equal to one year of his current base salary.
In December, 2005, Mr. Wielepski retired after 32 years of service with the
Company.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's common stock to file initial reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC regulations
to furnish us with copies of all Section 16(a) forms filed by such persons.
Based solely on the Company's review of the forms furnished to it, the Company
believes that all of those filing requirements were complied with by the
Company's executive officers, directors and holders of 10% or more of its common
stock during 2005, except as follows:
o On May 4, 2005, Wurzburg filed an amendment to its initial filing on
SEC Form 3 to disclose that it had inadvertently failed to disclose
that it had purchased 82,500 shares of common stock on February 2,
2000.
o Although the conversion by Wurzburg of 3,300,000 shares of the
Company's Series A Convertible Preferred Stock into an equal number of
shares of common stock had been previously disclosed in the Company's
Reports on Form 10-K and in its definitive proxy statements, due to an
oversight, such conversion was not disclosed in any Form 4 or Form 5
filing made by Wurzburg until May 4, 2005.
9
o Although the issuance on September 18, 2002 to Textile of two common
stock purchase warrants entitling it to purchase an aggregate of
500,000 shares of common stock had been previously disclosed in the
Company's Reports on Form 10-K and in its definitive proxy statements,
due to an oversight, such conversion was not disclosed in any Form 4
or Form 5 filing made by Wurzburg until May 4, 2005.
o As a result of an oversight on our part, we did not file an initial
statement of beneficial ownership of securities on SEC Form 3 for Mr.
McCoy, who first became a director in June 2005 upon his election at
our 2005 annual meeting of stockholders. We also failed to file a
statement of changes in beneficial ownership on SEC Form 4 when we
issued options to Messrs. Bachellerie, Faltz, Fox, Girbaud, Hechler
and Stec in June 2005 under our Director's Plan. We corrected those
oversights in May 2006.
Codes of Ethics
The Company has adopted a Code of Ethics for Senior Financial Executives that
applies to every employee or officer who holds the office of principal executive
officer, principal financial officer, principal accounting officer, treasurer or
controller, or any person performing similar functions. The Company also has
adopted a Code of Ethics and Business Conduct that applies to each officer,
director and employee of the Company and each of its subsidiaries. A copy of
each of those codes will be provided by the Company without charge to any person
requesting same. All such requests should be sent by first class mail to I.C.
Isaacs & Company, Inc., 3840 Bank Street, Baltimore, Maryland 21224, Attention -
Investor Relations Department.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the compensation
paid during each of the Company's last three fiscal years to its Chief Executive
Officer and to each of its executive officers other than the Chief Executive
Officer whose total annual salary and bonus amounted to more than $100,000 and
who (except for Mr. Wielepski) were serving as executive officers at the end of
2005 (collectively, the "Named Executive Officers"). No compensation that would
qualify as payouts pursuant to long-term incentive plans ("LTIP Payouts") or
"All Other Compensation" was paid to any of the Named Executive Officers during
the three year period ended on December 31, 2005, and the Company did not issue
any SARs during that period of time.
Summary Compensation Table
Long Term
Compensation
Annual Compensation (1) Awards
----------------------------------------- -----------------------
Other Annual Restricted Securities
Compensation Stock Underlying
Name and Principal Position Year Salary($) Bonus($) ($) Awards ($) Options (#)
--------------------------- -------- --------- --------- ------------ ---------- ------------
Peter J. Rizzo, CEO 2005 497,307 350,000 151,575(3) -- --
2004 490,761 -- -- -- 100,000
2003(2) 28,846 -- -- -- 500,000
Jesse De La Rama, Exec. VP and COO 2005 250,000 54,858 -- -- 75,000
2004(5) 136,694 -- -- -- 25,000
Gregg A. Holst, Exec. VP and CFO 2005(6) -- -- -- -- 100,000
Eugene C. Wielepski, Vice President 2005 200,000 40,000 181,504(3) -- --
2004 181,393 -- -- -- --
2003 184,571 -- -- -- --
10
Daniel J. Gladstone, Acting CEO
(2003), Former President--Girbaud
Division (2002 and 2004) 2005(7) 114,400 -- -- -- --
2004 340,922 100,000 339,896(3) -- --
2003 357,091 207,895 -- -- --
Robert J. Conologue, Former COO and 2005 -- -- 727,013(8) -- --
CFO 2004(4) 315,757 40,000 625,342(3) -- --
2003 273,828 -- -- -- 375,000
- -------------
(1) The LP also provided various perquisites and other benefits that did not
exceed the lesser of $50,000 or 10% of the aggregate amounts reflected in
the salary and bonus columns for each of the Named Executive Officers.
(2) Mr. Rizzo was only employed for a period of 23 days (from December
9-December 31) in 2003.
(3) Compensation resulting from exercise of Plan Option.
(4) Mr. Conologue's employment was terminated without cause on November 29,
2004.
(5) Mr. de la Rama started his employment on March 1, 2004.
(6) Mr. Holst started his employment on December 27, 2005.
(7) Mr. Gladstone's employment was terminated in April 2005.
(8) Other Annual Compensation resulted from the exercise of Plan Options
($251,243) and severance paid in 2005 ($475,770).
11
Option/SAR Grants in Last Fiscal Year
The Company did not grant any SARs to any of the Named Executive Officers during
the year ended December 31, 2005. The following table sets forth information
regarding grants of options made by the company to the Named Executive Officers
during 2005.
Individual Grants
---------------------------------------------- Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Exercise Appreciation for
Underlying Options Price Option Term(1)
Options Granted to Per Expiration ---------------------
Name Granted Employees Share Date 5% 10%
---- ------- --------- ----- ---- -- --
Jesse De La Rama 75,000 38% $6.00 02-15-15 $ 283,000 $ 717,200
Gregg A. Holst 100,000 51% $4.40 12-27-10 $ 276,700 $ 701,200
- ----------------
(1) In accordance with U.S. Securities and Exchange Commission rules, these
columns show gains that could accrue for the Named Executive Officer's option,
assuming that the market price of the Company's common stock appreciates from
the date of grant over a period of 10 years at an annualized rate of 5% and 10%,
respectively. If the stock price does not increase above the exercise price at
the time of exercise, realized value to the Named Executive Officer from this
option will be zero.
Aggregated Option/SAR Exercises In Last Fiscal Year And
Fiscal Year-End Option/SAR Values
The following table sets forth information concerning the number and value of
unexercised options to purchase the Company's common stock held on December 31,
2005 by the Named Executive Officers.
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired on Value Fiscal Year-End Fiscal Year-End
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
Peter J. Rizzo 21,500 $151,575 478,500/100,000 $1,741,740/$149,000
Jesse De La Rama -- -- 8,333/91,667 $31,000/$62,000
Gregg A. Holst -- -- 0/100,000 $0/18,900
Eugene Wielepski 44,500 $181,504 -- --
Robert J. Conologue 43,000 $251,243 -- --
Defined Benefit Pension Plan
The Company maintains a defined benefit pension plan (the "Pension Plan") for
its employees, and the employees of its subsidiaries. The normal retirement
benefit, payable at age 65, is 20.0% of base compensation up to $10,000 plus
39.5% of base compensation over $10,000 and up to a maximum of $75,000, prorated
for service less than 30 years. A reduced benefit is also payable on early
retirement, after attainment of age 55 and completion of 15 years of service.
The Pension Plan also provides disability retirement and death benefits. The
Company pays the full cost of the benefits under the Pension Plan through its
contributions to a trust. The Company's cash contributions to the Pension Plan
during the year ended December 31, 2005 aggregated approximately $315,000.
The Pension Plan Table below provides the estimated annual benefits payable
under the Pension Plan upon retirement in specified compensation and years of
service classifications:
12
Years of Service
---------------------------------------------
Remuneration 15 20 25 30 35
------------ -- -- -- -- --
$100,000..................... $13,838 $18,451 $23,063 $27,676 $27,676
125,000..................... 13,838 18,451 23,063 27,676 27,676
150,000..................... 13,838 18,451 23,063 27,676 27,676
175,000..................... 13,838 18,451 23,063 27,676 27,676
200,000..................... 13,838 18,451 23,063 27,676 27,676
225,000..................... 13,838 18,451 23,063 27,676 27,676
250,000..................... 13,838 18,451 23,063 27,676 27,676
300,000..................... 13,838 18,451 23,063 27,676 27,676
400,000..................... 13,838 18,451 23,063 27,676 27,676
450,000..................... 13,838 18,451 23,063 27,676 27,676
500,000..................... 13,838 18,451 23,063 27,676 27,676
The compensation considered in determining benefits under the Pension Plan (as
provided in the column titled "Remuneration") is the annual average compensation
for the five consecutive calendar years producing the highest average. The
compensation considered is limited to $75,000. All amounts of salary, bonus and
other compensation as reported in the Summary Compensation Table, up to $75,000,
are included in compensation considered under the Pension Plan. The amounts
provided in the Pension Plan Table are the benefits payable per year in equal
monthly installments for the life expectancy of the participants (i.e., straight
life annuity amounts). The Pension Plan is integrated with Social Security, and
its benefit formula is as follows: (i) 0.6667% of compensation, multiplied by
years of service up to 30 years; plus (ii) 0.65% of compensation in excess of
$10,000 multiplied by years of service up to 30 years.
The estimated credited years of service for each of the Named Executive Officers
as of January 1, 2006 were as follows:
Estimated
Credited
Name Years of Service
---- ----------------
Peter J. Rizzo........................................... 2
Jesse De La Rama......................................... 2
Gregg A. Holst........................................... --
Eugene Wielepski......................................... 32
Daniel J. Gladstone...................................... 6
13
Securities Authorized For Issuance Under Equity Compensation Plans
Number of securities Weighted average
to be issued exercise price of
upon exercise of outstanding Number of securities
outstanding options, options, warrants remaining available
Plan Category warrants and rights and rights for future issuance
------------- -------------------- ------------------ --------------------
Equity compensation plans approved by security
holders (Omnibus Stock Option Plan) 1,174,167 $1.96 370,400
Equity compensation plans approved by security
holders (Directors Stock Option Plan) 120,000 $5.60 330,000
Equity compensation plans not approved by security
holders 0 N/A N/A
Totals 1,294,167 $2.30 700,400
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
None of the directors serving on the Compensation Committee is an employee of
the Company, and neither the Chief Executive Officer nor any of the Named
Executive Officers has served on the Compensation Committee. No director or
executive officer of the Company is a director or executive officer of any other
corporation that has a director or executive officer who is also a director or
board committee member of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is information concerning the common stock ownership as of March
28, 2006 by (i) each person who the Company knows owns beneficially 5% or more
of its outstanding common stock, (ii) the Company's Chief Executive Officer and
each of its other "Named Executive Officers," (iii) each director, and (iv) all
of the Company's directors and officers as a group:
Shares Beneficially Owned
------------------------------
Name and Address of Beneficial Owner(1) Number Percent(2)
- --------------------------------------- --------------- -----------
Wurzburg S.A. (3) 4,549,167 (4) 37.9
Trafelet & Co LLC (5) 1,037,000 8.6
Microcapital Fund LP (6) 992,513 8.3
Jeffrey L. Feinberg (7) 805,900 6.7
Peter J. Rizzo 478,500 (8) 3.8
Jesse de la Rama 41,666 (9) *
Gregg A. Holst - *
Francois Girbaud (10) 4,564,167 (11) 38.0
Olivier Bachellerie (12) 45,000 (13) *
Rene Faltz (14) 45,000 (13) *
Neal J. Fox 67,000 (15) *
Jon Hechler 226,091 (16) 1.9
Robert Stephen Stec (17) 45,000 (13) *
John McCoy II (19) 15,000 (18) *
All Officers and Directors as a Group (of 10) 5,527,424 (20) 43.2
_______________________
* Less than one percent
14
(1) All shares are owned beneficially and of record unless indicated otherwise.
Unless otherwise noted, the address of each stockholder is c/o the company,
3840 Bank Street, Baltimore, Maryland 21224.
(2) Based upon 11,996,485 shares outstanding on the date of this proxy
statement, plus, where applicable, any shares issuable pursuant to options
or warrants exercisable within 60 days of such date.
(3) Based on information set forth in a Schedule 13D amendment filed with the
SEC on April 26, 2005 by Wurzburg SA ("Wurzburg") and certain related
entities including Textile Investment International SA ("Textile"),
Francois Girbaud and Marithe Bachellerie (collectively, the "Girbaud
Group"), reporting shared power to vote or direct the vote of, and shared
power to dispose or direct the disposition of 4,549,167 shares. The address
of this stockholder is 41, Avenue de la Gare, L-1611 Luxembourg.
(4) Includes 3,966,667 shares owned beneficially and of record by this
stockholder's wholly owned subsidiary, Textile.
(5) Based on information set forth in a Schedule 13G amendment filed with the
SEC on February 14, 2006 by Trafelet & Company, LLC and a related party
reporting shared power to vote or direct the vote of, and shared power to
dispose or direct the disposition of 1,037,000 shares. The address of this
stockholder is 900 Third Avenue, 5th Floor, New York, New York.
(6) Based on information set forth in a Schedule 13G filed with the SEC on
February 14, 2006 by MicroCapital, LLC and related parties reporting shared
power to vote or direct the vote of, and shared power to dispose or direct
the disposition of 992,513 shares. The address of this stockholder is 623
Fifth Avenue, Suite 2502, New York, New York.
(7) Based on information set forth in a Schedule 13G amendment filed with the
SEC on February 9, 2006 by Jeffrey L. Feinberg and related parties
reporting shared power to vote or direct the vote of, and shared power to
dispose or direct the disposition of 805,900 shares. The address of this
stockholder is c/o JLF Asset Management, L.L.C., 2775 Via de la Valle,
Suite 204, Del Mar, California.
(8) Includes 478,500 shares that Mr. Rizzo may acquire pursuant to an option
exercisable by him within 60 days of the date of this proxy statement.
(9) Includes 41,666 shares that Mr. de la Rama may acquire pursuant to an
option exercisable by him within 60 days of the date of this proxy
statement.
(10) Mr. Girbaud's address is 8 Rue Du Centre, Vevey, Switzerland.
(11) Includes the shares held by the Girbaud Group. Also includes 15,000 shares
that Mr. Girbaud may acquire pursuant to an option exercisable by him
within 60 days of the date of this proxy statement.
(12) Mr. Bachellerie's address is 15 Rue Louis Blanc, 75010 Paris, France.
(13) Includes 45,000 shares that this person may acquire pursuant to options
exercisable by him within 60 days of the date of this proxy statement.
(14) Mr. Faltz's address is 41 Avenue de la Gare, Luxembourg, L-1611, Grand
Duchy of Luxembourg.
(15) Includes 67,000 shares that Mr. Fox may acquire pursuant to options
exercisable by him within 60 days of the date of this proxy statement.
(16) Includes 52,000 shares that Mr. Hechler may acquire pursuant to options
exercisable by him within 60 days of the date of this proxy statement.
(17) Mr. Stec's address is c/o Lexington Home Brands, 411 South Salisbury
Street, Lexington, NC.
(18) Mr. McCoy's address is c/o Components by John McCoy, Inc., 21 West 55th
Street, New York, NY
(19) Includes 15,000 shares that Mr. McCoy may acquire pursuant to an option
exercisable by him within 60 days of the date of this proxy statement
(20) Includes 804,166 shares that may be acquired by Messrs. Rizzo, de la Rama,
Bachellerie, Falz, Fox, Girbaud, Hechler, McCoy and Stec pursuant to
options exercisable by them within 60 days of the date of this proxy
statement.
15
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)1. Financial Statements. None
(a)2. Financial Statements Schedules. None
(a)3. Exhibits (numbered in accordance with Item 601 of Regulation S-K). The
following is a list of Exhibits filed herewith:
Exhibit No. Description
3.01 Amended and Restated Certificate of Incorporation (a copy of which was
filed with the Commission on October 3, 1997 as Exhibit 3.01 to the
Company's Registration Statement on Form S-1 (the "S-1 Registration
Statement"), and is hereby incorporated herein by this reference).
3.02 Amended and Restated By-laws (a copy of which was filed as Exhibit
3.02 to the S-1 Registration Statement, and is hereby incorporated
herein by this reference).
3.03 Certificate of Designation of the Series A Convertible Preferred Stock
of the Company (a copy of which was filed with the Commission on
November 15, 1999 as Exhibit 3.03 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, and is hereby
incorporated herein by this reference).
3.04 Certificate of Amendment to the Certificate of Designation of the
Series A Convertible Preferred Stock of the Company (a copy of which
was filed with the Commission on April 2, 2001 as Exhibit 3.04 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2000, and is hereby incorporated herein by this reference).
3.05 Second Certificate of Amendment to the Certificate of Designation of
the Series A Convertible Preferred Stock of the Company (a copy of
which was filed with the Commission on November 14, 2002 as Exhibit
3.05 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 (the "September 2002 10-Q"), and is hereby
incorporated herein by this reference).
3.06 Certificate of Amendment of Amended and Restated Certificate of
Incorporation (a copy of which was filed with the Commission on August
14, 2003 as Exhibit 3.06 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003 (the "June 2003 10-Q"), and
is hereby incorporated herein by this reference).
4.01 Specimen Common Stock Certificate (a copy of which was filed with the
Commission on October 3, 1997 as Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (the "S-1 Registration Statement"),
and is hereby incorporated herein by this reference).
4.02 Warrant No. 1 issued by the Company to Textile Investment
International S.A. ("Textile") for the purchase of 300,000 shares of
Common Stock (a copy of which was filed with the Commission on
November 14, 2002 as Exhibit 4.02 to the September 2002 10-Q, and is
hereby incorporated herein by this reference).
4.03 Warrant No. 2 issued by the Issuer to Textile for the purchase of
200,000 shares of Common Stock (a copy of which was filed as Exhibit
4.03 to the September 2002 10-Q, and is hereby incorporated herein by
this reference).
4.04 Amended and Restated Omnibus Stock Plan as in effect on June 30, 2003
(a copy of which was filed as Exhibit 4.04 to the June 2003 10-Q, and
is hereby incorporated herein by this reference).
16
4.05 2005 Non-Employee Directors Stock Option Plan (a copy of which was
filed with the Commission on August 10, 2005 as Exhibit 4.05 to
Amendment No. 1 to the Company's Registration Statement on Form S-2
(the "S-2 Amendment"), and is hereby incorporated herein by this
reference).
10.01 Form of Indemnification Agreement (a copy of which was filed as
Exhibit 10.09 to the S-1 Registration Statement, and is hereby
incorporated herein by this reference).
10.02 Girbaud Trademark License and Technical Assistance Agreement dated
November 1, 1997 (a copy of which was filed with the Commission on
November 26, 1997 as Exhibit 10.26 to Amendment No. 2 to the S-1
Registration Statement ("S-1 Amendment 2"), and is hereby incorporated
herein by this reference).
10.03 Defined Benefit Pension Plan (a copy of which was filed with as
Exhibit 10.27(a) to S-1 Amendment No. 2, and is hereby incorporated
herein by this reference).
10.04 First Amendment to Defined Benefit Pension Plan (a copy of which was
filed as Exhibit 10.27(b) to S-1 Amendment 2, and is hereby
incorporated herein by this reference).
10.05 Girbaud Trademark License and Technical Assistance Agreement dated
January 15, 1998 (a copy of which was filed with the Commission on
March 27, 1998 as Exhibit 10.26(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "1997 10-K"), and
is hereby incorporated herein by this reference).
10.06 Girbaud Trademark License and Technical Assistance Agreement for
Women's Collection dated March 4, 1998 (a copy of which was filed as
Exhibit 10.26(b) to the 1997 10-K, and is hereby incorporated herein
by this reference).
10.07 Amendment No. 1 dated June 18, 1998 to Girbaud Trademark and
Technical Assistance Agreement for Women's Collection (a copy of which
was filed with the Commission on August 12, 1998 as Exhibit 10.32 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, and is hereby incorporated herein by this reference).
10.08 Amendment No. 1 dated November 12, 1998 to Trademark License and
Technical Assistance Agreement for Men's Collections by and between
I.C. Isaacs & Co., L.P. and Latitude Licensing Corp. (a copy of which
was filed with the Commission on March 30, 1999 as Exhibit 10.40 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998 (the "1998 10-K"), and is hereby incorporated herein by this
reference).
10.09 Amendment No. 2 dated November 12, 1998 to Trademark License and
Technical Assistance Agreement for Women's Collections by and between
I.C. Isaacs & Co., L.P. and Latitude Licensing Corp. (a copy of which
was filed as Exhibit 10.41 to the 1998 10-K, and is hereby
incorporated herein by this reference).
10.10 Executive Employment Agreement by and between I.C. Isaacs & Company,
Inc. and Daniel Gladstone dated January 21, 1999 (a copy of which was
filed as Exhibit 10.42 to 1998 10-K, and is hereby incorporated herein
by this reference).
10.11 Amendment No. 1 dated March 4, 1998 to Trademark License and
Technical Assistance Agreement for Men's Collections by and between
the Company and Latitude Licensing Corp. (a copy of which was filed as
Exhibit 10.56 to the 1998 10-K, and is hereby incorporated herein by
this reference).
10.12 Amendment No. 3 dated December 23, 1998 to Trademark License and
Technical Assistance Agreement for Women's Collections by and between
the Company and Latitude Licensing Corp. (a copy of which was filed as
Exhibit 10.57 to the 1998 10-K, and is hereby incorporated herein by
this reference).
10.13 Amendment No. 4 to the Trademark License and Technical Assistance
Agreement Covering Women's Products dated August 2, 1999 (a copy of
which was filed with the Commission on August 13, 1999 as Exhibit
10.60 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, and is hereby incorporated herein by this
reference).
17
10.14 Amendment No. 2 dated June 21, 2000, to Trademark License and
Technical Assistance Agreement Covering Men's Products dated January
15, 1998, by and between Latitude Licensing Corp. and I.C. Isaacs &
Company L.P. 3.03 (a copy of which was filed with the Commission on
August 14, 2000 as Exhibit 10.75 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (the "June 2000 10-Q"),
and is hereby incorporated herein by this reference).
10.15 Amendment No. 5 dated June 21, 2000, to Trademark License and
Technical Assistance Agreement Covering Women's Products dated January
15, 1998, by and between Latitude Licensing Corp. and I.C. Isaacs &
Company L.P. (a copy of which was filed as Exhibit 10.76 to the June
2000 10-Q, and is hereby incorporated herein by this reference).
10.16 Amendment No.3 to Trademark License and Technical Assistance
Agreement Covering Men's Products Dated May 31, 2001 (a copy of which
was filed with the Commission on April 1, 2002 as Exhibit 10.92 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2001, and is hereby incorporated herein by this reference).
10.17 Amended and Restated Executive Employment Agreement dated April 17,
2002, by and between the Company and Eugene C. Wielepski (a copy of
which was filed with the Commission on April 22, 2002 as Exhibit 10.94
to Amendment No. 1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2001 (the "2001 10-K Amendment"), and is
hereby incorporated herein by this reference).
10.18 Amended and Restated Executive Employment Agreement dated April 17,
2002, by and between the Company and Daniel J. Gladstone (a copy of
which was filed as Exhibit 10.95 to Amendment No. 1 to the 2001 10-K
Amendment, and is hereby incorporated herein by this reference).
10.19 Amendment No. 4 dated October 2, 2002 to the Trademark License and
Technical Assistance Agreement dated January 15, 2002 by and between
Latitude Licensing Corp. and I.C. Isaacs & Company, L.P. (a copy of
which was filed with the Commission on November 14, 2002 as Exhibit
10.102 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 (the "September 2002 10-Q"), and is hereby
incorporated herein by this reference).
10.20 Amendment No. 6 dated October 2, 2002 to the Trademark License and
Technical Assistance Agreement for Women's Collections dated October
2, 2002 by and between Latitude Licensing Corp. and I.C. Isaacs &
Company, L.P. (a copy of which was filed as Exhibit 10.103 to the
September 2002 10-Q, and is hereby incorporated herein by this
reference).
10.21 Amendment no. 7, dated March 31, 2003 to the Trademark License and
Technical Assistance Agreement for Women's Collections between
Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a copy of
which was filed with the Commission on April 4, 2003 as Exhibit 10.110
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 10-K"), and is hereby incorporated herein
by this reference).
10.22 Amendment no. 5 dated March 31, 2003 to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997 by
and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
copy of which was filed as Exhibit 10.111 to the 2002 10-K, and is
hereby incorporated herein by this reference).
10.23 Amendment dated as of May 15th, 2003 to the Amended and Restated
Employment Agreement between I.C. Isaacs & Company, L.P. and Daniel J.
Gladstone (a copy of which was filed with the Commission on May 15,
2003 as Exhibit 10.114 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003 (the "March 2003 10-Q"), and is
hereby incorporated herein by this reference).
10.24 Amendment dated as of March 31st, 2003 to the Amended and Restated
Employment Agreement between I.C. Isaacs & Company, L.P. and Eugene C.
Wielespki (a copy of which was filed as Exhibit 10.115 to the March
2003 10-Q, and is hereby incorporated herein by this reference).
18
10.25 Amendment No. 8, dated October 29, 2003 to the Trademark License and
Technical Assistance Agreement for Women's Collections between
Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a copy of
which was filed with the Commission on November 14, 2003 as Exhibit
10.118 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003 (the "September 2003 10-Q"), and is hereby
incorporated herein by this reference).
10.26 Amendment No. 6, dated October 29, 2003 to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997 by
and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
copy of which was filed as Exhibit 10.119 to the September 2003 10-Q,
and is hereby incorporated herein by this reference).
10.27 Amendment dated October 13, 2004 to the Executive Employment
Agreement dated December 9, 2003 by and Between I.C. Isaacs & Company,
L.P. and Peter J. Rizzo (a copy of which was filed with the Commission
as Exhibit 10.120 to the Company's Report on Form 8-K filed on October
22, 2004 (the "October 22, 2004 Form 8-K"), and is hereby incorporated
herein by this reference).
10.28 Executive Employment agreement made as of the 1st day of March 2004,
by and between I.C. Isaacs & Company LP and Jesse de la Rama (a copy
of which was filed as Exhibit 10.121 to the October 22, 2004 Form 8-K,
and is hereby incorporated herein by this reference).
10.29 Loan and Security Agreement Dated as of December 30, 2004 by and
between I.C. Isaacs & Company, L.P. and Wachovia Bank, National
Association (a copy of which was filed with the Commission as Exhibit
10.122 to the Company's Report on Form 8-K filed on January 6, 2005,
and is hereby incorporated herein by this reference).
10.30 Amendment No. 7, dated December 16, 2004, to the Trademark License
and Technical Assistance Agreement dated the 1st day of November 1997
by and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P.
(a copy of which was filed with the Commission on March 31, 2005 as
Exhibit 10.123 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2004 (the "2004 10-K"), and is hereby
incorporated herein by this reference).
10.31 Amendment No. 9, dated December 16, 2004, to the Trademark License
and Technical Assistance Agreement for Women's Collections dated March
4, 1998 by and between Latitude Licensing Corp. and I.C. Isaacs &
Company L.P. (a copy of which was filed as Exhibit 10.124 to the 2004
10-K, and is hereby incorporated herein by this reference).
10.32 Assignment of warrant to purchase 300,000 shares of the Company's
common stock dated September 28th, 2004 by Textile Investment
International S.A. to Rockbrook Investments SA., and consented to on
April 13, 2005 by the Company (a copy of which was filed as Exhibit
99.01 to the S-2 Amendment, and is hereby incorporated herein by this
reference).
10.33 Assignment of warrant to purchase 200,000 shares of the Company's
common stock dated September 28th, 2004 by Textile Investment
International S.A. to Rockbrook Investments SA. , and consented to on
April 13, 2005 by the Company (a copy of which was filed as Exhibit
99.02 to the S-2 Amendment, and is hereby incorporated herein by this
reference).
10.34 Executive Employment Agreement dated December 19, 2005 between I.C.
Isaacs & Company L.P. and Gregg A. Holst (a copy of which was filed as
Exhibit 10.34 to the Company's Report on Form 8-K filed on December
29, 2005, and is hereby incorporated herein by this reference).
10.35 Amendment No. 8, dated March 29, 2006, to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997 by
and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
copy of which was filed as Exhibit 10.35 to the Original Filing, and
is hereby incorporated herein by this reference).
10.36 Amendment No. 10, dated March 29, 2006, to the Trademark License and
Technical Assistance Agreement for Women's Collections dated March 4,
1998 by and between Latitude Licensing Corp. and I.C. Isaacs & Company
L.P. (a copy of which was filed as Exhibit 10.36 to the Original
Filing, and is hereby incorporated herein by this reference).
19
14.01 Code of Ethics for Senior Financial Executives (a copy of which was
filed as Exhibit 14.01 to the Original Filing, and is hereby
incorporated herein by this reference)
14.02 Code of Ethics and Business Conduct (a copy of which was filed as
Exhibit 14.02 to the Original Filing, and is hereby incorporated
herein by this reference)
21.01 List of Subsidiaries (a copy of which was filed as Exhibit 21.01 to
the S-2 Amendment, and is hereby incorporated herein by this
reference).
31.01 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.02 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.01 Certification Pursuant to Section 1350 of chapter 63 of Title 18 of
the United States Code
20
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, I.C. Isaacs & Company, Inc. has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
I.C. ISAACS & COMPANY, INC.
(REGISTRANT)
Date: May 25, 2006 By: /s/ Gregg A. Holst
-----------------------------------
Gregg A. Holst
Executive Vice President and
Chief (Principle) Financial Officer
21
Exhibit Index
-------------
Exhibit Description
No.
3.01 Amended and Restated Certificate of Incorporation (a copy of which was
filed with the Commission on October 3, 1997 as Exhibit 3.01 to the
Company's Registration Statement on Form S-1 (the "S-1 Registration
Statement"), and is hereby incorporated herein by this reference).
3.02 Amended and Restated By-laws (a copy of which was filed as Exhibit
3.02 to the S-1 Registration Statement, and is hereby incorporated
herein by this reference).
3.03 Certificate of Designation of the Series A Convertible Preferred Stock
of the Company (a copy of which was filed with the Commission on
November 15, 1999 as Exhibit 3.03 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, and is hereby
incorporated herein by this reference).
3.04 Certificate of Amendment to the Certificate of Designation of the
Series A Convertible Preferred Stock of the Company (a copy of which
was filed with the Commission on April 2, 2001 as Exhibit 3.04 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2000, and is hereby incorporated herein by this reference.
3.05 Second Certificate of Amendment to the Certificate of Designation of
the Series A Convertible Preferred Stock of the Company (a copy of
which was filed with the Commission on November 14, 2002 as Exhibit
3.05 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 (the "September 2002 10-Q"), and is hereby
incorporated herein by this reference).
3.06 Certificate of Amendment of Amended and Restated Certificate of
Incorporation (a copy of which was filed with the Commission on August
14, 2003 as Exhibit 3.06 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003 (the "June 2003 10-Q"), and
is hereby incorporated herein by this reference).
4.01 Specimen Common Stock Certificate (a copy of which was filed with the
Commission on October 3, 1997 as Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (the "S-1 Registration Statement"),
and is hereby incorporated herein by this reference).
4.02 Warrant No. 1 issued by the Company to Textile Investment
International S.A. ("Textile") for the purchase of 300,000 shares of
Common Stock (a copy of which was filed with the Commission on
November 14, 2002 as Exhibit 4.02 to the September 2002 10-Q, and is
hereby incorporated herein by this reference).
4.03 Warrant No. 2 issued by the Issuer to Textile for the purchase of
200,000 shares of Common Stock (a copy of which was filed as Exhibit
4.03 to the September 2002 10-Q, and is hereby incorporated herein by
this reference).
4.04 Amended and Restated Omnibus Stock Plan as in effect on June 30, 2003
(a copy of which was filed as Exhibit 4.04 to the June 2003 10-Q, and
is hereby incorporated herein by this reference).
4.05 2005 Non-Employee Directors Stock Option Plan (a copy of which was
filed with the Commission on August 10, 2005 as Exhibit 4.05 to
Amendment No. 1 to the Company's Registration Statement on Form S-2
(the "S-2 Amendment"), and is hereby incorporated herein by this
reference).
10.01 Form of Indemnification Agreement (a copy of which was filed as
Exhibit 10.09 to the S-1 Registration Statement, and is hereby
incorporated herein by this reference).
10.02 Girbaud Trademark License and Technical Assistance Agreement dated
November 1, 1997 (a copy of which was filed with the Commission on
November 26, 1997 as Exhibit 10.26 to Amendment No. 2 to the S-1
Registration Statement ("S-1 Amendment 2"), and is hereby incorporated
herein by this reference).
22
10.03 Defined Benefit Pension Plan (a copy of which was filed with as
Exhibit 10.27(a) to S-1 Amendment No. 2, and is hereby incorporated
herein by this reference).
10.04 First Amendment to Defined Benefit Pension Plan (a copy of which was
filed as Exhibit 10.27(b) to S-1 Amendment 2, and is hereby
incorporated herein by this reference).
10.05 Girbaud Trademark License and Technical Assistance Agreement dated
January 15, 1998 (a copy of which was filed with the Commission on
March 27, 1998 as Exhibit 10.26(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "1997 10-K"), and
is hereby incorporated herein by this reference).
10.06 Girbaud Trademark License and Technical Assistance Agreement for
Women's Collection dated March 4, 1998 (a copy of which was filed as
Exhibit 10.26(b) to the 1997 10-K, and is hereby incorporated herein
by this reference).
10.07 Amendment No. 1 dated June 18, 1998 to Girbaud Trademark and
Technical Assistance Agreement for Women's Collection (a copy of which
was filed with the Commission on August 12, 1998 as Exhibit 10.32 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, and is hereby incorporated herein by this reference).
10.08 Amendment No. 1 dated November 12, 1998 to Trademark License and
Technical Assistance Agreement for Men's Collections by and between
I.C. Isaacs & Co., L.P. and Latitude Licensing Corp. (a copy of which
was filed with the Commission on March 30, 1999 as Exhibit 10.40 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998 (the "1998 10-K"), and is hereby incorporated herein by this
reference).
10.09 Amendment No. 2 dated November 12, 1998 to Trademark License and
Technical Assistance Agreement for Women's Collections by and between
I.C. Isaacs & Co., L.P. and Latitude Licensing Corp. (a copy of which
was filed as Exhibit 10.41 to the 1998 10-K, and is hereby
incorporated herein by this reference).
10.10 Executive Employment Agreement by and between I.C. Isaacs & Company,
Inc. and Daniel Gladstone dated January 21, 1999 (a copy of which was
filed as Exhibit 10.42 to 1998 10-K, and is hereby incorporated herein
by this reference).
10.11 Amendment No. 1 dated March 4, 1998 to Trademark License and
Technical Assistance Agreement for Men's Collections by and between
the Company and Latitude Licensing Corp. (a copy of which was filed as
Exhibit 10.56 to the 1998 10-K, and is hereby incorporated herein by
this reference).
10.12 Amendment No. 3 dated December 23, 1998 to Trademark License and
Technical Assistance Agreement for Women's Collections by and between
the Company and Latitude Licensing Corp. (a copy of which was filed as
Exhibit 10.57 to the 1998 10-K, and is hereby incorporated herein by
this reference).
10.13 Amendment No. 4 to the Trademark License and Technical Assistance
Agreement Covering Women's Products dated August 2, 1999 (a copy of
which was filed with the Commission on August 13, 1999 as Exhibit
10.60 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, and is hereby incorporated herein by this
reference).
10.14 Amendment No. 2 dated June 21, 2000, to Trademark License and
Technical Assistance Agreement Covering Men's Products dated January
15, 1998, by and between Latitude Licensing Corp. and I.C. Isaacs &
Company L.P. 3.03 (a copy of which was filed with the Commission on
August 14, 2000 as Exhibit 10.75 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (the "June 2000 10-Q"),
and is hereby incorporated herein by this reference).
10.15 Amendment No. 5 dated June 21, 2000, to Trademark License and
Technical Assistance Agreement Covering Women's Products dated January
15, 1998, by and between Latitude Licensing Corp. and I.C. Isaacs &
Company L.P. (a copy of which was filed as Exhibit 10.76 to the June
2000 10-Q, and is hereby incorporated herein by this reference).
23
10.16 Amendment No.3 to Trademark License and Technical Assistance
Agreement Covering Men's Products Dated May 31, 2001 (a copy of which
was filed with the Commission on April 1, 2002 as Exhibit 10.92 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2001, and is hereby incorporated herein by this reference).
10.17 Amended and Restated Executive Employment Agreement dated April 17,
2002, by and between the Company and Eugene C. Wielepski (a copy of
which was filed with the Commission on April 22, 2002 as Exhibit 10.94
to Amendment No. 1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2001 (the "2001 10-K Amendment"), and is
hereby incorporated herein by this reference).
10.18 Amended and Restated Executive Employment Agreement dated April 17,
2002, by and between the Company and Daniel J. Gladstone (a copy of
which was filed as Exhibit 10.95 to Amendment No. 1 to the 2001 10-K
Amendment, and is hereby incorporated herein by this reference).
10.19 Amendment No. 4 dated October 2, 2002 to the Trademark License and
Technical Assistance Agreement dated January 15, 2002 by and between
Latitude Licensing Corp. and I.C. Isaacs & Company, L.P. (a copy of
which was filed with the Commission on November 14, 2002 as Exhibit
10.102 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 (the "September 2002 10-Q"), and is hereby
incorporated herein by this reference).
10.20 Amendment No. 6 dated October 2, 2002 to the Trademark License and
Technical Assistance Agreement for Women's Collections dated October
2, 2002 by and between Latitude Licensing Corp. and I.C. Isaacs &
Company, L.P. (a copy of which was filed as Exhibit 10.103 to the
September 2002 10-Q, and is hereby incorporated herein by this
reference).
10.21 Amendment no. 7, dated March 31, 2003 to the Trademark License and
Technical Assistance Agreement for Women's Collections between
Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a copy of
which was filed with the Commission on April 4, 2003 as Exhibit 10.110
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 10-K"), and is hereby incorporated herein
by this reference).
10.22 Amendment no. 5 dated March 31, 2003 to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997 by
and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
copy of which was filed as Exhibit 10.111 to the 2002 10-K, and is
hereby incorporated herein by this reference).
10.23 Amendment dated as of May 15th, 2003 to the Amended and Restated
Employment Agreement between I.C. Isaacs & Company, L.P. and Daniel J.
Gladstone (a copy of which was filed with the Commission on May 15,
2003 as Exhibit 10.114 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003 (the "March 2003 10-Q"), and is
hereby incorporated herein by this reference).
10.24 Amendment dated as of March 31st, 2003 to the Amended and Restated
Employment Agreement between I.C. Isaacs & Company, L.P. and Eugene C.
Wielespki (a copy of which was filed as Exhibit 10.115 to the March
2003 10-Q, and is hereby incorporated herein by this reference).
10.25 Amendment No. 8, dated October 29, 2003 to the Trademark License and
Technical Assistance Agreement for Women's Collections between
Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a copy of
which was filed with the Commission on November 14, 2003 as Exhibit
10.118 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003 (the "September 2003 10-Q"), and is hereby
incorporated herein by this reference).
10.26 Amendment No. 6, dated October 29, 2003 to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997 by
and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
copy of which was filed as Exhibit 10.119 to the September 2003 10-Q,
and is hereby incorporated herein by this reference).
10.27 Amendment dated October 13, 2004 to the Executive Employment
Agreement dated December 9, 2003 by and Between I.C. Isaacs & Company,
L.P. and Peter J. Rizzo (a copy of which was filed with the Commission
as Exhibit 10.120 to the Company's Report on Form 8-K filed on October
22, 2004 (the "October 22, 2004 Form 8-K"), and is hereby incorporated
herein by this reference).
24
10.28 Executive Employment agreement made as of the 1st day of March 2004,
by and between I.C. Isaacs & Company LP and Jesse de la Rama (a copy
of which was filed as Exhibit 10.121 to the October 22, 2004 Form 8-K,
and is hereby incorporated herein by this reference).
10.29 Loan and Security Agreement Dated as of December 30, 2004 by and
between I.C. Isaacs & Company, L.P. and Wachovia Bank, National
Association (a copy of which was filed with the Commission as Exhibit
10.122 to the Company's Report on Form 8-K filed on January 6, 2005,
and is hereby incorporated herein by this reference).
10.30 Amendment No. 7, dated December 16, 2004, to the Trademark License
and Technical Assistance Agreement dated the 1st day of November 1997
by and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P.
(a copy of which was filed with the Commission on March 31, 2005 as
Exhibit 10.123 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2004 (the "2004 10-K"), and is hereby
incorporated herein by this reference).
10.31 Amendment No. 9, dated December 16, 2004, to the Trademark License
and Technical Assistance Agreement for Women's Collections dated March
4, 1998 by and between Latitude Licensing Corp. and I.C. Isaacs &
Company L.P. (a copy of which was filed as Exhibit 10.124 to the 2004
10-K, and is hereby incorporated herein by this reference).
10.32 Assignment of warrant to purchase 300,000 shares of the Company's
common stock dated September 28th, 2004 by Textile Investment
International S.A. to Rockbrook Investments SA., and consented to on
April 13, 2005 by the Company (a copy of which was filed as Exhibit
99.01 to the S-2 Amendment, and is hereby incorporated herein by this
reference).
10.33 Assignment of warrant to purchase 200,000 shares of the Company's
common stock dated September 28th, 2004 by Textile Investment
International S.A. to Rockbrook Investments SA. , and consented to on
April 13, 2005 by the Company (a copy of which was filed as Exhibit
99.02 to the S-2 Amendment, and is hereby incorporated herein by this
reference).
10.34 Executive Employment Agreement dated December 19, 2005 between I.C.
Isaacs & Company L.P. and Gregg A. Holst (a copy of which was filed as
Exhibit 10.34 to the Company's Report on Form 8-K filed on December
29, 2005, and is hereby incorporated herein by this reference).
10.35 Amendment No. 8, dated March 29, 2006, to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997 by
and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
copy of which was filed as Exhibit 10.35 to the Original Filing, and
is hereby incorporated herein by this reference).
10.36 Amendment No. 10, dated March 29, 2006, to the Trademark License and
Technical Assistance Agreement for Women's Collections dated March 4,
1998 by and between Latitude Licensing Corp. and I.C. Isaacs & Company
L.P. (a copy of which was filed as Exhibit 10.36 to the Original
Filing, and is hereby incorporated herein by this reference).
14.01 Code of Ethics for Senior Financial Executives (a copy of which was
filed as Exhibit 14.01 to the Original Filing, and is hereby
incorporated herein by this reference)
14.02 Code of Ethics and Business Conduct (a copy of which was filed as
Exhibit 14.02 to the Original Filing, and is hereby incorporated
herein by this reference)
21.01 List of Subsidiaries (a copy of which was filed as Exhibit 21.01 to
the S-2 Amendment, and is hereby incorporated herein by this
reference).
31.01 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.02 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
25
32.01 Certification Pursuant to Section 1350 of chapter 63 of Title 18 of
the United States Code
26