As filed with the Securities and Exchange Commission on July 29, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
I.C. Isaacs & Company, Inc.
(Exact name of Registrant as Specified in Its Governing Instruments)
3840 Bank Street
Baltimore, Maryland 21224-2522
(410) 342-8200
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
I.C. Isaacs & Company, Inc.
Amended and Restated Omnibus Stock Plan
(Full Title of Plan)
Mr. Eugene Wielepski
Vice President-Finance and Secretary
I.C. Isaacs & Company, Inc.
3840 Bank Street
Baltimore, Maryland 21224-2522
(410) 342-8200
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
Steven D. Dreyer, Esq.
Arent Fox PLLC
1675 Broadway
New York, New York 10019
(212) 484-3917
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be offering Price per Aggregate Offering Amount of
Registered Registered Share(3) Price Registration Fee
- ------------------------------------------------------------------------------------------------------
Common Stock, $.0001 1,100,000(1)(2) $1.61 $1,771,000 $224.39
par value
- ------------------------------------------------------------------------------------------------------
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(1) An aggregate of 2,200,000 shares of Common Stock may be offered or issued
pursuant to our Amended and Restated Omnibus Stock Plan, 1,100,000 of
which were previously registered pursuant to two Form S-8 filings (File
No. 333-63871 and File No. 333-46916) and 1,100,000 of which are
registered on this Form S-8.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number
of shares of Common Stock that may be offered or issued by reason of stock
splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c), (h)(1) and (h)(3), based on the average of the
high and low prices for our Common Stock as reported on the National
Association of Securities Dealers Inc.'s OTC Bulletin Board on July 26,
2004.
EXPLANATORY NOTE
The 1,100,000 shares of our common stock, $0.0001 par value per share (the
"Common Stock"), being registered pursuant to this Form S-8 are additional
shares of our Common Stock issuable to participants in the I.C. Isaacs &
Company, Inc. Amended and Restated Omnibus Stock Plan (the "Plan").
We previously registered 500,000 shares of Common Stock for issuance under
the Plan under a Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission on September 21, 1998 (File No. 333-63871)
(the "1998 Registration Statement").
We also previously registered an additional 600,000 shares of the Common
Stock for issuance under the Plan under a separate Registration Statement on
Form S-8, as filed with the Securities and Exchange Commission on September 29,
2000 (File No. 333-46916) (the "2000 Registration Statement").
As a consequence of the 1998 Registration Statement and the 2000
Registration Statement, before the filing of this Registration Statement we had
an aggregate amount of 1,100,000 shares of Common Stock issuable under the Plan
registered under the Securities Act of 1933.
Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the contents of the 1998 Registration Statement and
the 2000 Registration Statement, except as otherwise set forth herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of our Common Stock
covered by this Registration Statement has been omitted in accordance with the
Note to Part I of Form S-8.
PART IA
PROSPECTUS
847,500 SHARES
I.C. ISAACS & COMPANY, INC.
COMMON STOCK
This prospectus is being used in connection with the offering from time to
time by our employees and non-employee directors, who are considered for
purposes of this prospectus to be selling stockholders, who may be deemed our
"affiliates" as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of our common stock that have been or may be acquired by them
pursuant to our Amended and Restated Omnibus Stock Plan.
Our common stock is traded on the OTC Bulletin Board under the symbol
ISAC. On July 26, 2004, the closing price of the common stock on the OTC
Bulletin Board was $1.65 per share.
INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE
OF RISK. YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 4 IN
DETERMINING WHETHER TO PURCHASE THE COMMON STOCK.
The selling stockholders may sell the shares of common stock described in
this prospectus in public or private transactions, on or off the OTC Bulletin
Board, at prevailing market prices, or at privately negotiated prices. The
selling stockholders may sell shares directly to purchasers or through brokers
or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders. For more
information on how the shares may be distributed, see "Plan of Distribution" on
page 11.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation, other than those in this prospectus, in connection with the
offer contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by us. This
prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any of the securities offered hereby in any state to or from any person
to whom it is unlawful to make or solicit such an offer in such state.
The date of this Prospectus is July 29, 2004.
Table of Contents
Page
----
Overview of Our Business................................................. 3
Risk Factors............................................................. 4
Use of Proceeds.......................................................... 9
Selling Stockholders..................................................... 10
Plan of Distribution..................................................... 11
SEC's Position on Indemnification for Securities Act Liabilities......... 13
Legal Matters............................................................ 14
Experts.................................................................. 14
Where You Can Find More Information...................................... 14
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Throughout this prospectus, the "Company," "we," "us," and "our," and
other possessive and other derivations thereof, refer to I.C. Isaacs & Company,
Inc. and its consolidated subsidiaries, unless the context otherwise requires.
"I. C. Isaacs" and "I.G. Design" are trademarks of the Company. All other
trademarks or service marks, including "Girbaud" and "Marithe and Francois
Girbaud," appearing in this prospectus are the property of their respective
owners and are not our property.
The various companies that hold and license the Girbaud trademarks, and
that engage in the design and licensing of Girbaud branded apparel, as well as
the affiliates and associates of those companies, are hereinafter collectively
referred to as "Girbaud."
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission ("SEC"). We may amend or supplement this
prospectus from time to time by filing amendments or supplements as required.
Please read this entire prospectus and any amendments or supplements carefully
before making your investment decision to purchase shares in this offering. You
should rely only on the information provided in, and incorporated by reference
into, this prospectus. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document. We have authorized no one to provide you with different information.
FORWARD-LOOKING STATEMENTS
This prospectus, and the various documents incorporated by reference into
this prospectus, contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements include statements
regarding the intent, belief or current expectations of the Company and its
management, including the Company's belief regarding the prominence of branded,
licensed apparel, in general, and the Girbaud brand, in particular, in the
Company's future, its expectations regarding the renewal of its licenses for
men's and women's sportswear
2
and jeanswear by Girbaud, and its expectations that substantially all of its net
sales will come from sales of Girbaud apparel, the Company's beliefs regarding
the relationship with its employees, the conditions of its facilities, number of
manufacturers capable of supplying the Company with products that meet the
Company's quality standards, the Company's beliefs regarding its ordering
flexibility as a result of transferring production to Asia, and the basis on
which it competes for business, the Company's environmental obligations and its
expectations regarding the Company's product offerings. Words such as
"believes," "anticipates," "expects," "intends," "plans," and similar
expressions are intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. Such statements are
forward-looking statements which are subject to a variety of risks and
uncertainties, many of which are beyond the Company's control, which could cause
actual results to differ materially from those contemplated in such
forward-looking statements, including in particular the following risks and
uncertainties (i) changes in the marketplace for the Company's products,
including customer tastes, (ii) the introduction of new products or pricing
changes by the Company's competitors, (iii) changes in the economy, and (iv)
termination of one or more of its agreements for use of the Girbaud brand name
and images in the manufacture and sale of the Company's products. Existing and
prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
OVERVIEW OF OUR BUSINESS
We design and market branded jeanswear and sportswear. We offer
collections of men's and women's jeanswear and sportswear under the Marithe and
Francois Girbaud designer brand ("Girbaud brand" or "Girbaud branded") in the
United States, Puerto Rico and Canada. The Girbaud brand is an internationally
recognized designer label with a distinct European influence. We have positioned
our Girbaud branded line with a broad assortment of products, styles and
fabrications reflecting a contemporary European look. Our Girbaud collections
include full lines of bottoms consisting of jeans and casual pants in a variety
of fabrications, including denim, stretch denim, cotton twill and nylon, cotton
t-shirts, polo shirts, knit and woven tops, sweaters, outerwear and leather
sportswear. Reflecting contemporary European design, each of these collections
is characterized by innovative styling and fabrication and is targeted to
consumers ages 16 to 50. Estimated retail prices range from $24 to $30 for
t-shirts, $50 to $90 for tops and bottoms, $60 to $90 for sweaters and $80 to
$300 for outerwear. Sales of Girbaud branded products accounted for all of the
Company's net sales in 2003 and 2002.
Our products are sold in over 2,300 specialty stores, specialty store
chains and department stores. We use both sales representatives and distributors
for the sale of our products. Sales representatives include employees of the
Company as well as independent contractors. Each of our non-employee sales
representatives has an agreement with us pursuant to which the sales
representative serves as the sales representative of specified products within a
specified territory. We do not have long-term contracts with any of our
customers. Instead, our customers purchase our products pursuant to purchase
orders and are under no obligation to continue to purchase them.
We began marketing men's sportswear under the Girbaud brand in February
1998 and introduced a women's sportswear collection under the Girbaud brand in
the second quarter of 1998. Our Girbaud men's products are sold to approximately
1,600 stores in the United States
3
and Puerto Rico, including major department stores such as Macy's East, Macy's
West, Dillard's, Burdines, Dayton Hudson, Saks, Inc, and Carson Pirie Scott, and
many prominent specialty stores such as The Lark. Our Girbaud women's line is
sold to more than 1,100 stores. None of our customers accounted for 10% or more
of sales in 2003 or 2002. Our Girbaud brand products are sold and marketed
domestically under the direction of a 12 person sales force headquartered in New
York.
We are a Delaware corporation with our principal executive offices located
at 350 Fifth Avenue, Suite 1029, New York, New York 10118. Our telephone number
at those offices is (212) 563-0761. Our website address is www.icisaacs.com
RISK FACTORS
An investment in our common stock involves risks. You should read and
carefully consider the following risk factors in addition to all other
information in this prospectus before making an investment in our common stock.
Because we have a history of losses and fluctuating operating results, we can
not assure you that we will operate profitably or will generate positive cash
flow in the future.
During the five year period ended December 31, 2003, we incurred aggregate
losses of approximately $36,791,000. Our loss from operations for the fiscal
year ended December 31, 2003 was $1,695,000. In addition, our operating results
in the future may be subject to significant fluctuations due to many factors not
within our control, such as demand for our products, and the level of
competition and general economic conditions.
If we fail to identify and respond appropriately to changing consumer demands
and fashion trends, consumer acceptance of our products could be adversely
affected and that could have a material adverse effect on our financial
condition and results of operations.
The apparel industry is highly competitive, fragmented and subject to
rapidly changing consumer demands and preferences. We believe that our success
depends in large part upon our ability to anticipate, gauge and respond to
changing consumer demands and fashion trends in a timely manner and upon the
continued appeal to consumers of the Girbaud brand name. We compete with
numerous apparel manufacturers and distributors, many of which have greater
financial resources than we possess. Our products also compete with a
substantial number of designer and non-designer lines. Although the level and
nature of competition differ among our product categories, we believe that we
compete primarily on the basis of brand image, quality of design and value
pricing. Increased competition by existing and future competitors could result
in reductions in sales or prices of our products, which could have a material
adverse effect on our financial condition and results of operations. In
addition, there is no assurance that we will be able to introduce competitive
lines of Girbaud products or that such products will achieve market acceptance.
The apparel industry historically has been subject to substantial cyclical
variations, and a recession in the general economy or uncertainties regarding
future economic prospects that affect consumer spending habits could have a
material adverse effect on our financial condition or results of operations.
4
We are completely dependent upon licenses granted to us by an affiliate of our
controlling stockholders for all of the revenues that we generate. Our inability
to renew those licenses upon terms that we would consider to be commercially
reasonable could place us in a materially adverse position financially and
operationally.
Our business is completely dependent upon our use of the Girbaud brand
names and images, which are in turn dependent upon the existence and
continuation of two license agreements granted to us by Latitude Licensing Corp.
("Latitude"). Latitude is an affiliate of Wurzburg Holding S.A. ("Wurzburg") and
Textile Investment International S.A. ("Textile"). Those two corporations, which
are wholly owned by Francois Girbaud and Marithe Bachellerie, collectively own
approximately 40.4% of our common stock. Our license for use of the Girbaud
brand names and images is limited to certain specified products in the United
States, Puerto Rico and the U.S. Virgin Islands extend through December 31,
2011. There can be no assurance that we will be able to retain our right to use
the Girbaud brand names and images or enter into comparable arrangements upon
the expiration of the current agreements. In addition, each of our Girbaud
license agreements contains provisions that, under certain circumstances (not
all of which are under we control), could permit Latitude to terminate the
agreements. Such provisions include, among other things (i) a default in the
payment of certain amounts payable under the applicable agreement that continues
beyond the specified grace period and (ii) the failure to comply with the
covenants contained in the applicable agreement. Any termination of these
agreements would result in loss of our rights to use the Girbaud brand names and
images and would have a material adverse effect on our financial condition and
results of operations.
Because we extend credit to our customers, we are subject to the risks inherent
in ordering and paying for goods before we receive any payment for them.
We extend credit to our customers based on an evaluation of each
customer's financial condition and credit history and, due to growth, continues
to experience increases in the amount of our outstanding accounts receivable. In
2001, 2002 and 2003, our credit losses were $0.5 million, $0.5 million and $0.3
million, respectively. In each of these years, our credit losses as a percentage
of net sales has been less than three quarters of one percent. There can be no
assurance that our credit losses will continue to be immaterial. The failure to
accurately assess the credit risk from our customers, changes in overall
economic conditions and other factors could cause our credit losses to increase,
which could have a material adverse effect on our financial condition or results
of operations.
Our dependence on unaffiliated manufacturers for the production of all of the
products that we sell makes us susceptible to financial and customer-related
problems that could arise from shipment delays and product quality issues.
All of our manufacturing and sourcing needs are currently met through
domestic and foreign independent contractors. We currently contract with
approximately 20 manufacturers in more than eight countries. We do not have
long-term contracts with any manufacturers and most of those manufacturers
supply us on a non-exclusive basis pursuant to purchase orders. During 2003,
approximately 8% of our purchases of raw materials, labor and finished goods for
our apparel were made in Mexico; approximately 85% were made in Asia; and
approximately 7% were made at third party facilities elsewhere in the United
States. The inability of a
5
manufacturer to ship our products in a timely manner or to meet our quality
standards could adversely affect our ability to deliver products to our
customers in a timely manner. Delays in delivery caused by manufacturing delays,
disruption in services of delivery carriers or other factors could result in
cancellations of orders, refusals to accept deliveries or a reduction in
purchase prices, any of which could have a material adverse effect on our
financial condition or results of operations.
Our complete reliance on foreign sourcing of our goods also subjects us to
financial and customer-related problems that could arise from trade disputes and
disruptions in the countries in which our contractors are located.
Our operations may be affected adversely by political instability
resulting in the disruption of trade with the countries in which our contractors
are located, the imposition of additional regulations relating to imports, the
imposition of additional duties, tariff and other charges on imports,
significant fluctuations in the value of the dollar against foreign currencies
or restrictions on the transfer of funds. Such factors have not previously had a
material adverse effect on our financial condition or results of operations but
there can be no assurance of such in the future. All of our products
manufactured abroad are paid for in United States dollars. Accordingly, we do
not engage in any currency hedging transactions.
Our import operations are subject to constraints imposed by bilateral
textile agreements between the United States and a number of foreign countries.
These agreements, which are due to expire in January 2005, and which have been
negotiated either under the framework established by the Arrangement Regarding
International Trade in Textiles, known as the Multifiber Agreement, or other
applicable statutes, impose quotas on the amounts and types of merchandise that
may be imported into the United States from these countries. These agreements
also allow the United States to impose restraints at any time and on very short
notice on the importation of categories of merchandise that, under the terms of
the agreements, are not currently subject to specified limits. These agreements
and statutes have not previously had a material adverse effect on our financial
condition or results of operations but there can be no assurance of such in the
future. Imported products are also subject to United States customs duties,
which comprise a material portion of the cost of the merchandise. A substantial
increase in customs duties could have a material adverse effect on our financial
condition or results of operations. The United States or the countries in which
our products are produced or sold may, from time to time, impose new quotas,
duties, tariffs or other restrictions, or adversely adjust prevailing quota,
duty or tariff levels, any of which could have a material adverse effect on our
financial condition or results of operations.
Our policy is to notify our independent manufacturers through our agents
of the expectation that such manufacturers operate in compliance with applicable
laws and regulations. While our policies promote ethical business practices and
our staff periodically visits and monitors the operations of our independent
manufacturers, we do not control such manufacturers or their labor practices.
The violation of labor or other laws by an independent manufacturer of we or the
divergence of an independent manufacturer's labor practices from those generally
accepted as ethical in the United States could have a material adverse effect on
our financial condition or results of operations.
6
The seasonality of our business, periodic changes in customer tastes and
quarterly fluctuations in our sales require us to make predictions about
consumer demands for our products that can turn out to be wrong. Our financial
condition can be materially adversely affected when that occurs.
Our business is subject to significant seasonal and quarterly fluctuations
that are characteristic of the apparel and retail industries. Our backlog of
orders and overall results of operations may fluctuate from quarter to quarter
as a result of, among other things, variations in the timing of product orders
by customers, weather conditions that may affect purchases at the wholesale and
retail levels, the amount and timing of shipments, advertising and marketing
expenditures and increases in the number of employees and overhead to support
growth. In our segment of the apparel industry, sales are generally higher in
the first and third quarters. Historically, we have taken greater markdowns in
the second and fourth quarters.
Because we are effectively controlled by two stockholders affiliated with our
licensor, it may be difficult for our other investors to influence or implement
changes in governance and control of the company.
Wurzburg and Textile, both of whom are affiliated with Latitude, the
company that has licensed our use of the Girbaud trademarks, brand names and
images, beneficially own an aggregate of approximately 40.4% of our outstanding
common stock. Pursuant to a stockholders agreement that we entered into with
Wurzburg and Textile in May 2002, they have the right to nominate five of the
nine members of our Board of Directors. Accordingly, they have the ability to
control the election of directors and, subject to certain restrictions and
limitations contained in that stockholders agreement, all of which shall expire
in November 2004, they also control the results of other matters submitted to a
vote of stockholders. Such concentration of ownership and control, together with
the anti-takeover effects of certain provisions of our Amended and Restated
Certificate of Incorporation (the "Restated Certificate") and Amended and
Restated By-laws (the "Restated By-laws"), may have the effect of delaying or
preventing a change in control of the company.
Various anti-takeover provisions of our Restated Certificate and Restated
By-laws may impact upon an investor's ability to maximize his investment in our
common stock.
Our Restated Certificate and Restated By-laws include provisions that may
have the effect of discouraging a non-negotiated takeover of the company and
preventing certain changes of control. These provisions, among other things (i)
permit our Board of Directors, without further stockholder approval, to issue up
to 5.0 million shares of preferred stock with rights and preferences determined
by the Board of Directors at the time of issuance, (ii) require a 66.7% vote of
our stockholders to approve any amendment, addition or termination of the
Restated By-laws and (iii) restrict the ability of stockholders to call special
meetings of the stockholders, nominate individuals for election to the Board of
Directors or submit stockholder proposals. The provisions of the Restated
Certificate and the Restated By-laws might, therefore, have the effect of
inhibiting stockholders' ability to realize the maximum value for their shares
of common stock that might otherwise be realized because of a merger or other
event affecting the control of the company.
7
Our stock is a penny stock. trading of our stock may be restricted by the SEC's
penny stock regulations which may limit a stockholder's ability to buy and sell
our stock.
Our stock is a penny stock. The Securities and Exchange Commission has
adopted Rule 15g-9 which generally defines "penny stock" to be any equity
security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term "accredited investor"
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
NASD sales practice requirements may also limit a stockholder's ability to buy
and sell our stock.
In addition to the "penny stock" rules described above, the NASD has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.
8
Trading on the OTC Bulletin Board may be sporadic because it is not a stock
exchange, and stockholders may have difficulty reselling their shares.
Our common stock is quoted on the OTC Bulletin Board. Trading in stock
quoted on the OTC Bulletin Board is often thin and characterized by wide
fluctuations in trading prices, due to many factors that may have little to do
with the company's operations or business prospects. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like Nasdaq or a stock exchange like the New York Stock
Exchange.
Future issuances of our common stock could dilute current stockholders and
adversely affect the market.
We have the authority to issue up to 50,000,000 shares of common stock and
up to 5,000,000 shares of Preferred Stock without stockholder approval. We also
have authority to issue options and warrants to purchase shares of our common
stock and Preferred Stock without stockholder approval. These future issuances
could be at values substantially below the price paid for our common stock by
our current stockholders.
Future sales of our common stock also could adversely affect the market.
Future sales of our common stock into the market, including sales by our
officers, directors and principal shareholders, may also depress the market
price of our common stock. Sales of these shares of our common stock or the
market's perception that these sales could occur may cause the market price of
our common stock to fall. These sales also might make it more difficult for us
to sell equity or equity related securities in the future at a time and price
that we deem appropriate or to use equity as consideration for future
acquisitions. The conversion of the Series A Preferred Stock and exercise of
outstanding option and warrants will dilute our common stockholders and may
depress the price of our common stock.
Provisions in our certificate of incorporation and Delaware law may deter
takeover efforts that might be beneficial to stockholder value.
We have the authority to issue up to 5,000,000 shares of preferred stock
without stockholder approval. The issuance of preferred stock by our Board of
Directors could adversely affect the rights of the holders of our common stock.
An issuance of preferred stock could result in a class of outstanding securities
that would have preferences with respect to voting rights and dividends and in
liquidation over the common stock and could, upon conversion or otherwise, have
all of the rights of our common stock. Our Board of Directors' authority to
issue preferred stock could discourage potential takeover attempts or could
delay or prevent a change in control through merger, tender offer, proxy contest
or otherwise by making these attempts more difficult or costly to achieve.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock offered under this prospectus. All of the shares of common stock being
offered are beneficially owned
9
by the selling stockholders named in this prospectus, although we may receive
the exercise price in cash upon the exercise of the options pursuant to which
the shares of common stock offered under this prospectus shall be acquired by
the selling stockholders.
SELLING STOCKHOLDERS
This prospectus relates to shares of common stock that have been or may be
acquired by the selling stockholders. The following table sets forth, as of the
date of this prospectus, the name and relationship to us of each selling
stockholder who is (or may be deemed to be) our affiliate, the number of shares
of common stock owned by each selling stockholder prior to the offering, the
number of those shares being offered for each selling stockholder's account, the
number of shares and the percentage of our common stock to be owned by each
selling stockholder after completion of the offering.
Percentage of Common
Name of Selling Number of Shares Number of Shares Stock Beneficially
Security Holder and Beneficially Owned Number of Beneficially Owned Owned
Relationship Before Offering Shares Offered After Offering After Offering (1)
- ------------------- ------------------ -------------- ------------------ ---------------------
Robert J. Conologue,
Exec. VP, COO, CFO 225,000(2)(3) 225,000 0 --
Daniel G. Gladstone,
President, Girbaud
Division 484,000(2) 484,000 0 --
Sandra Finkelstein,
Sr VP 25,000(2) 25,000 0 --
Eugene Wielepski, VP -
Finance 238,742(4) 44,500 194,242 1.6
Staffan Th. Ahrenberg,
Director 30,000(2) 30,000 0 --
Neal J. Fox, Director 32,000(2)(5) 32,000 0 --
Jon Hechler, Director 362,791(5)6) 7,000 358,791 3.0
- ----------
(1) Based upon 11,982,157 shares assumed to be issued and outstanding which
includes 11,134,657 shares actually issued and outstanding on the date of
this prospectus plus an aggregate of 847,500 shares that the persons
listed in the table may acquire pursuant to Plan options that they may
exercise within 60 days of the date of this prospectus.
(2) These shares are not currently outstanding, but may be issued pursuant to
one or more Plan options that are exercisable within 60 days of the date
of this prospectus.
(3) Does not include 150,000 shares issuable pursuant to Plan option time
vesting conditions that have not been satisfied.
(4) Includes 44,500 shares that are not currently outstanding, but may be
issued pursuant to one or more Plan options that are exercisable within 60
days of the date of this prospectus.
(5) Does not include 30,000 shares issuable pursuant to Plan option time
vesting conditions that have not been satisfied.
10
(6) Includes 7,000 shares that are not currently outstanding, but may be
issued pursuant to one or more Plan options that are exercisable within 60
days of the date of this prospectus.
PLAN OF DISTRIBUTION
The selling stockholders or their respective pledgees, donees, transferees
or other successors-in-interest:
o may sell shares of common stock offered hereby by delivery of this
prospectus from time to time in one or more transactions (which may
involve block transactions) on the OTC Bulletin Board service or on
such other market on which the common stock may from time to time be
trading;
o may sell the shares offered hereby in privately negotiated
transactions, may sell shares of common stock short and (if such
short sales were effected pursuant hereto and a copy of this
prospectus delivered therewith) deliver the shares offered hereby to
close out such transactions;
o may engage in the sale of such shares through equity-swaps or the
purchase or sale of options; and/or
o may pledge the shares offered hereby to a broker or dealer or other
financial institution, and upon default, the broker or dealer may
effect sales of the pledged shares by delivery of this prospectus or
as otherwise described herein or any combination thereof.
The sale price to the public may be the market price for common stock
prevailing at the time of sale, a price related to such prevailing market price,
at negotiated prices or such other price as the selling stockholders determine
from time to time. The shares offered hereby may also be sold pursuant to Rule
144 under the Securities Act without delivery of this prospectus. The selling
stockholders will have the sole discretion not to accept any purchase offer or
make any sale of shares if they deem the purchase price to be unsatisfactory at
any particular time. There can be no assurance that all or any part of the
shares offered hereby will be sold by the selling stockholders.
The selling stockholders or their respective pledgees, donees, transferees
or other successors-in-interest may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom the broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling security holder will attempt to
sell shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price.
11
The selling stockholders, alternatively, may sell all or any part of the
shares offered hereby through an underwriter. No selling stockholder has entered
into any agreement with a prospective underwriter and there is no assurance that
any such agreement will be entered into. If a selling stockholder enters into
such an agreement or agreements, the relevant details will be set forth in a
supplement or revisions to this prospectus. To the extent required, we will
amend or supplement this prospectus to disclose material arrangements regarding
the plan of distribution.
The selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Therefore, any selling
stockholder that may be deemed to be an underwriter will be subject to
prospectus delivery requirements under the Securities Act. Any broker-dealers
who act in connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and proceeds of any sale of the shares may be deemed to be
underwriting discounts and commissions under the Securities Act.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers. Under applicable rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in its ability to engage in market
activities with respect to such shares. The selling stockholders, for example,
will be subject to the applicable provisions of the Securities Exchange Act of
1934, as amended and the rules and regulations promulgated thereunder,
including, without limitation, Regulation M, which provisions may restrict
certain activities of the selling stockholders and limit the timing of purchases
and sales of any shares of common stock by the selling stockholders.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. The foregoing may affect the marketability of the shares offered by
this prospectus.
We have agreed to pay certain expenses of the offering and issuance of the
shares of common stock covered by this prospectus, including the printing, legal
and accounting expenses we incur and the registration and filing fees imposed by
the SEC. Certain of the selling stockholders will be indemnified by us against
certain civil liabilities, including certain liabilities under the Securities
Act, or will be entitled to contribution in connection therewith. We will be
indemnified by certain of the selling stockholders against certain civil
liabilities, including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith.
Upon a sale of common stock pursuant to this registration statement of
which this prospectus forms a part, the common stock will be freely tradable in
the hands of persons other than our affiliates. We will not pay brokerage
commissions or taxes associated with sales by the selling stockholders.
12
This offering will terminate on the earlier of (a) the date on which the
shares are eligible for resale without restrictions in accordance with Rule
144(k) under the Securities Act or (b) the date on which all shares offered by
this prospectus have been sold by the selling stockholders.
SEC'S POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Certificate of Incorporation, as amended, provides that none of our
directors will be personally liable to us or our stockholders for monetary
damages for any breach of his fiduciary duty as a director. However, that
provision does not apply to any liability of a director
o for any breach of his loyalty to the us or our stockholders,
o for acts or omissions that are not in good faith or involve
intentional misconduct or a knowing violation of the law,
o under Section 174 of the Delaware Corporation Law (which covers
unlawful payments of dividends and unlawful stock purchases or
redemptions), or
o for any transaction from which the director shall derive an improper
personal benefit.
Our Bylaws provide that we will indemnify any person in connection with
any threatened, pending or completed legal proceeding (other than a legal
proceeding maintained by or in the right of the Company) by reason of the fact
that he is or was our director, officer, employee or agent of the Registrant or
is or was serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such legal
proceeding if he acted in good faith and in a manner that he reasonably believed
to be in or not opposed to our best interests, and with respect to any criminal
action or proceeding, if he has no reasonable cause to believe that his conduct
was unlawful. If the legal proceeding is by or in the right of the Company, the
director or officer may be indemnified by us against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such legal proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to our best interest and except
that he may not be indemnified in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to us unless a court determines
otherwise.
We maintain liability insurance on behalf of any person who is or was our
director, officer, employee or agent and any person who serves or served as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise at our request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to any of our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by any director, officer or
controlling person of
13
the Company in the successful defense of any action, suit or proceeding) is
asserted by, such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
There is no pending litigation or proceeding involving a director or
officer as to which indemnification is being sought. We are not aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus has
been passed upon for us by Arent Fox PLLC, New York, New York.
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus constituting a part of this Registration Statement, have been audited
by BDO Seidman, LLP, independent registered public accounting firm, to the
extent and for the periods set forth in their reports incorporated herein by
reference, and are incorporated herein in reliance upon such reports given upon
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" into this prospectus some
of the information we have already filed with the SEC. As a result, we can
disclose important information to you by referring you to those documents. These
incorporated documents contain important business and financial information
about us that is not contained in or delivered with this prospectus. The
information incorporated by reference is considered to be part of this
prospectus. Moreover, later information filed with the SEC by us in the future
will update and supersede this information and similarly, be considered to be a
part of this prospectus. We incorporate by reference:
o our Annual Report on Form 10-K for the year ended December 31, 2003;
o the Proxy Statement for our Annual Meeting of Stockholders held on
June 3, 2004;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2004; and
o the description of our common stock contained in our Registration
Statement on Form 8-A (Commission File No. 0-23379) filed on
November 14, 1997.
In addition, all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended after the date of
this prospectus and prior to the
14
termination of the offering shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or incorporated herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. Subject to the foregoing, all information appearing in this
prospectus is qualified in its entirety by the information appearing in the
documents incorporated by reference herein.
Copies of all documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents), will be provided without charge to any person, without
charge, upon written or oral request. Requests for such copies should be
directed to us at 3840 Bank Street, Baltimore, Maryland 21224-2522, Attention:
Secretary, telephone: (410) 342-8200.
We file reports, proxy statements and other information with the SEC.
Copies of these reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials can also be
obtained from the Public Reference Room of the SEC by mail at prescribed rates.
For more information about the public reference facilities of the SEC, you can
call the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains
the information that we have filed with them. The address of the SEC's website
is http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-8 under the
Securities Act covering the sale of the common stock offered in this prospectus.
This prospectus is part of that registration statement. This prospectus does not
contain all of the information included in the registration statement or in the
exhibits to the registration statement. For further information about us and the
securities offered by this prospectus, you should read the registration
statement and the exhibits filed with the registration statement. You may obtain
copies of the registration statement and exhibits from the SEC upon payment of a
fee prescribed by the SEC or examine the documents, free of charge, at the
public reference facilities or Internet website referred to above.
Neither the delivery of this prospectus nor any distribution of securities
pursuant to this prospectus shall, under any circumstances, create any
implication that there has been no change in the information set forth or
incorporated into this prospectus by reference or in our affairs since the date
of this prospectus.
15
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents that we filed with the SEC are incorporated herein
by reference:
o our Annual Report on Form 10-K for the year ended December 31, 2003;
o the Proxy Statement for our Annual Meeting of Stockholders held on
June 3, 2004;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2004; and
o the description of our common stock contained in our Registration
Statement on Form 8-A (Commission File No. 0-23379) filed on
November 14, 1997.
All documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended subsequent to the filing
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 145 of the General Corporation Law of Delaware (the
"Delaware Corporation Law"), Article IX of our Amended and Restated By-Laws (the
"By-Laws") provides that we shall indemnify any person in connection with any
threatened, pending or completed legal proceeding (other than a legal proceeding
by or in the right of the company) by reason of the fact that he is or was our
director, officer, employee or agent or is or was serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such legal proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal action or proceeding, if he has no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding is by or in the right of the company, the director or officer may be
indemnified by us against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or
II-1
settlement of such legal proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interest and except that
he may not be indemnified in respect of any claim, issue or matter as to which
he shall have been adjudged to be liable to us unless a court determines
otherwise.
We maintain liability insurance on behalf of any person who is or was our
director, officer, employee or agent or who serves or served as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise at our request as permitted under Article IX of our
By-laws.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article VII
of our Amended and Restated Certificate of Incorporation provides that none of
our directors shall be personally liable to us or our stockholders for monetary
damages for any breach of his fiduciary duty as a director; provided, however,
that such clause shall not apply to any liability of a director (1) for any
breach of his loyalty to us or our stockholders, (2) for acts or omissions that
are not in good faith or involve intentional misconduct or a knowing violation
of the law, (3) under Section 174 of the Delaware Corporation Law, or (4) for
any transaction from which the director derived an improper personal benefit.
Item 7. Exemptions from Registration Claimed
Not applicable.
Item 8. Exhibits
3.01 Amended and Restated Certificate of Incorporation, incorporated
herein by reference to Exhibit 3.01 of the Registration Statement on
Form S-1 (file no. 333-37155) filed on October 3, 1997 (the "S-1
Registration Statement").
3.02 Certificate of Amendment of our Amended and Restated Certificate of
Incorporation, incorporated herein by reference to Exhibit 3.06 to
our Quarterly Report on Form 10-Q filed on August 14, 2003.
3.03 Amended and Restated By-laws, incorporated herein by reference to
Exhibit 3.02 of the S-1 Registration Statement.
4.01 Specimen common stock certificate, incorporated herein by reference
to Exhibit 4.01 of the S-1 Registration Statement.
4.02 Amended and Restated Omnibus Stock Plan, incorporated herein by
reference to Exhibit 4.04 to our Quarterly Report on Form 10-Q filed
on August 14, 2003.
5.01 Opinion and consent of our counsel
23.01 Consent of BDO Seidman, LLP
23.02 Consent of our counsel (included in Exhibit 5.01)
24.01 Power of Attorney (See p. II-5)
II-2
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) Rule 415 Offering.
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
For purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a
II-3
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Filing of Registration Statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 29, 2004.
I.C. ISAACS & COMPANY, INC.
By: /s/ Peter J. Rizzo
----------------------------
Peter J. Rizzo
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Peter J. Rizzo and Robert J.
Conologue and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments or any abbreviated registration
statement and any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, with full power of each to act alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Capacities Date
--------- ---------- ----
/s/ Peter J. Rizzo Chief (Principal) Executive Officer;
- -------------------------------- Director July 29, 2004
Peter J. Rizzo
/s/ Robert J. Conologue Executive Vice President. Chief
- -------------------------------- Operating Officer, Chief Financial
Robert J. Conologue Officer and Principal Accounting
Officer; Director July 29, 2004
II-5
/s/ Staffan Th. Ahrenberg Director July 29, 2004
- --------------------------------
Staffan Th. Ahrenberg
/s/ Olivier Bachellerie Director July 29, 2004
- --------------------------------
Olivier Bachellerie
/s/ Rene Faltz Director July 29, 2004
- --------------------------------
Rene Faltz
/s/ Neal J. Fox Director July 29, 2004
- --------------------------------
Neal J. Fox
/s/ Jon Hechler Director July 29, 2004
- --------------------------------
Jon Hechler
Director
- --------------------------------
Roland Loubet
/s/ Robert S. Stec Director July 29, 2004
- --------------------------------
Robert S. Stec
II-6