U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) April 30, 1999
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Blue Fish Clothing, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
1-14078 22-2781253
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Commission File Number (I.R.S. Employer I.D. No.)
No. 3 Sixth Street, Frenchtown, New Jersey 08825
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(Address of Principal Executive Offices, Including Zip Code)
(908) 996-3844
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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The Company announced on on April 30, 1999 that it had amended the forbearance
agreement entered into on February 10, 1999 with its lender Sovereign Bank,
FSB (the "Bank") to extend the Forbearance Period, as defined in the agree-
ment, from May 4, 1999 to July 2, 1999. The Bank also agreed to amend other
terms of the agreement and executed a First Amendment to Forbearance Agreement
as of April 30, 1999. The Company continues to actively seek a replacement
lender.
Item 7. Exhibits
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10.48 First Amendment to Forbearance Agreement between Sovereign Bank,
FSB and the Registrant dated April 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLUE FISH CLOTHING, INC.
Date: May 14, 1999 By: /s/ Jeffrey L. Haims
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Jeffrey L. Haims
President and Chief Executive Officer
FIRST AMENDMENT TO FORBEARANCE AGREEMENT
THIS AGREEMENT, made on this 30th day of April, 1999 between Blue Fish
Clothing, Inc. ("Blue Fish"), having a principal place of business located at
#3 6th Street, Frenchtown, New Jersey (the "Business Premises"); Sovereign
Bank ("Sovereign"), successor by merger to Carnegie Bank,N.A., ("Carnegie")
having a place of business located at 619 Alexander Road, Princeton, New
Jersey; Jennifer P. Barclay ("Barclay" or "Guarantor") having a residence
located at 189 County Line Road, Riegelsville, Pennsylvania (the "Residence");
WHEREAS, on February 18, 1999, Blue Fish, Barclay and Sovereign entered
into a Forbearance Agreement, the terms of which are fully set forth therein
(the "Forbearance Agreement"); and
WHEREAS, the Forbearance Period as defined in the Forbearance Agreement
is to expire at 12:00 a.m. on May 4, 1999; and
WHEREAS, the parties are desirous of extending the Forbearance Period and
the term of the March 1998 Business Manager Agreement for a period of sixty
(60) days through July 2, 1999; and
WHEREAS, the parties are also desirous of changing certain terms of the
Forbearance Agreement as set forth below;
NOW THEREFORE, in consideration for the mutual premises set forth herein
and other good and valuable consideration, the receipt and sufficiency is
hereby acknowledged, the parties to this Agreement do hereby agree to the
terms set forth below.
1. WHEREAS CLAUSES The above referenced Whereas clauses are hereby
incorporated by reference in all respects.
2. FORBEARANCE PERIOD
a. The Forbearance Period set forth in the Forbearance Agreement is
hereby extended for sixty (60) days and shall expire on July 2, 1999 at
11:59 p.m. Any dates referred to in the Forbearance Agreement have also been
extended sixty days.
3. 1998 BUSINESS MANAGER AGREEMENT
a. The term of the March 1998 Business Manager Agreement is hereby
extended for sixty (60) days and shall expire on July 2, 1999 at 11:59 p.m.
4. EVENTS OF DEFAULT
a. Paragraph 14j of the Forbearance Agreement is hereby deleted.
5. AUTHORIZATION
a. Simultaneously with the execution of this First Amendment To
Forbearance Agreement, Blue Fish shall deliver to Sovereign a Resolution of
its Board OF Directors authorizing the execution of this agreement by
Jeffrey L. Haims ("Haims").
b. Simultaneously with the execution of this First Amendment To
Forbearance Agreement, Blue Fish shall deliver to Sovereign an Officer Cer-
tificate certifying that Haims is an officer of Blue Fish and is authorized
to execute this First Amendment To Forbearance Agreement on behalf of Blue
Fish.
6. GENERAL PROVISIONS
a. All other terms and conditions as set forth in the Forbearance
Agreement shall remain in full force and effect.
b. Blue Fish shall pay to Sovereign an extension fee of Four
Thousand ($4,000.00) Dollars, Two Thousand ($2,000.00) Dollars of which shall
be payable at the time of the execution of this agreement with the remaining
Two Thousand ($2,000.00) Dollars being paid on or before June 2, 1999. Said
failure to pay said amounts shall constitute a default under the Forbearance
Agreement.
c. This First Amendment To Forbearance Agreement may be executed in
one (1) or more counterparts, each of which when executed shall be deemed an
original. Such counterparts shall together, constitute one (1) and the same
agreement.
ATTEST SOVEREIGN BANK
/s/ Christopher Tonkovich
____________________________ __________________________________
Christopher Tonkovich,
Vice President
ATTEST BLUE FISH CLOTHING, INC.
/s/ Jeffrey L. Haims
____________________________ __________________________________
Jeffrey L. Haims, President & CEO
WITNESS
/s/ Jeffrey L. Haims /s/ Jennifer P. Barclay
____________________________ __________________________________
Jeffrey L. Haims Jennifer P. Barclay, Guarantor
