<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
Commission File Number: 1-14208
MOSSIMO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0684524
(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
9 PASTEUR
Irvine, California 92618-2215
(Address of principal (Zip Code)
executive offices)
(714) 789-0200
(Registrant's telephone number, including area code)
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 any shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value 15,008,592
$.001 per share (Outstanding on May 15, 1998)
(Class)
Exhibit Index on Page 12
<PAGE>
MOSSIMO, INC.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
ITEM 1 - Financial Statements:
Condensed consolidated balance sheets as of March 31,
1998 (unaudited) and December 31, 1997. . . . . . . . . . . . . . . 2
Condensed consolidated statements of operations for the
three months ended March 31, 1998 and 1997 (unaudited). . . . . . . 3
Condensed consolidated statements of cash
flows for the three months ended March 31,
1998 and 1997 (unaudited) . . . . . . . . . . . . . . . . . . . . . 4
Notes to condensed consolidated financial statements . . . . . . . . . 5
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 7
PART II - OTHER INFORMATION
ITEM 2 - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 10
ITEM 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE>
MOSSIMO, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . $ 414 $ 655
Accounts receivable, net. . . . . . . . . . . . 2,928 2,473
Due from factor, net. . . . . . . . . . . . . . 4,007 4,001
Refundable taxes. . . . . . . . . . . . . . . . 346 5,505
Inventories . . . . . . . . . . . . . . . . . . 13,176 14,437
Prepaid expenses and other current assets . . . 323 296
-------- --------
Total current assets. . . . . . . . . . . . . 21,194 27,367
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . 8,795 9,182
OTHER ASSETS. . . . . . . . . . . . . . . . . . . 276 275
-------- --------
$ 30,265 $ 36,824
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit. . . . . . . . . . . . . . . . . $ 4,024 $ 6,962
Accounts payable. . . . . . . . . . . . . . . . 2,295 4,126
Accrued liabilities . . . . . . . . . . . . . . 2,319 2,389
Current portion of long-term debt . . . . . . . 38 41
S distribution note . . . . . . . . . . . . . . 343 362
-------- --------
Total current liabilities . . . . . . . . . . 9,019 13,880
DEFERRED ROYALTY INCOME . . . . . . . . . . . . . 419 450
DEFERRED RENT . . . . . . . . . . . . . . . . . . 44 68
LONG-TERM DEBT, net of current portion. . . . . . 24 31
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.001; authorized
shares 3,000,000, no shares issued
or outstanding. . . . . . . . . . . . . . . - -
Common stock, par value $.001; authorized shares
30,000,000, issued and outstanding
15,008,592 - 1998 and 15,000,000 - 1997 . . . 15 15
Additional paid-in capital. . . . . . . . . . . 31,417 31,386
Accumulated deficit . . . . . . . . . . . . . . (10,673) (9,006)
-------- --------
Total stockholders' equity. . . . . . . . . . 20,759 22,395
-------- --------
$ 30,265 $ 36,824
-------- --------
-------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
MOSSIMO, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . $14,436 $24,016
Cost of sales . . . . . . . . . . . . . . . . . . 10,688 16,931
------- -------
Gross profit. . . . . . . . . . . . . . . . . 3,748 7,085
Royalty income, net . . . . . . . . . . . . . . . 1,109 1,425
------- -------
4,857 8,510
OPERATING EXPENSES:
General and administrative. . . . . . . . . . 2,972 3,454
Selling . . . . . . . . . . . . . . . . . . . 1,975 2,553
Marketing . . . . . . . . . . . . . . . . . . 577 2,227
Design. . . . . . . . . . . . . . . . . . . . 774 1,146
------- -------
Total operating expenses. . . . . . . . . 6,298 9,380
------- -------
Operating loss. . . . . . . . . . . . . . (1,441) (870)
------- -------
OTHER (EXPENSE) INCOME:
Other, net. . . . . . . . . . . . . . . . . . (48) -
Interest, net . . . . . . . . . . . . . . . . (178) 40
------- -------
Net other (expense) income. . . . . . . . (226) 40
------- -------
Loss before benefit for income taxes. . . . . . . (1,667) (830)
Benefit for income taxes. . . . . . . . . . . . . - (332)
------- -------
Net loss. . . . . . . . . . . . . . . . . . . . . $(1,667) $ (498)
------- -------
------- -------
Net loss per common share
Basic and diluted . . . . . . . . . . . . . . $ (.11) $ (.03)
------- -------
------- -------
Weighted average common shares outstanding
Basic and diluted . . . . . . . . . . . . . . 15,009 15,000
------- -------
------- -------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
MOSSIMO, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
1998 1997
--------------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . $ (1,667) $ (498)
Adjustment to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization . . . . . . . . 560 302
Loss on disposition of property
and equipment . . . . . . . . . . . . . . . 48 18
Deferred rent . . . . . . . . . . . . . . . . (40) (9)
Provision for doubtful receivables. . . . . . 15 113
Changes in:
Accounts receivable . . . . . . . . . . . (470) (1,507)
Due from factor . . . . . . . . . . . . . (6) (1,146)
Inventories . . . . . . . . . . . . . . . 1,261 (1,698)
Prepaid expenses and other
current assets. . . . . . . . . . . . . (27) (1,356)
Other assets. . . . . . . . . . . . . . . (32) (56)
Accounts payable. . . . . . . . . . . . . (1,831) 1,629
Accrued liabilities . . . . . . . . . . . (73) 1,037
Refundable taxes. . . . . . . . . . . . . 5,159 (437)
------- -------
Net cash provided by (used in)
operating activities. . . . . . . . . . 2,897 (3,608)
------- -------
CASH FLOWS FROM INVESTING ACTIVITY -
Payments for acquisition of property
and equipment . . . . . . . . . . . . . . . . . (221) (2,455)
------- -------
Net cash used in investing activities . . (221) (2,455)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in line of credit . . . . . . . . . . (2,938) 1,000
Proceeds from issuance of common stock . . . . . 31 -
Repayment of long-term debt. . . . . . . . . . . (10) (49)
------- -------
Net cash provided by (used in)
financing activities. . . . . . . . . . (2,917) 951
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS . . . . . (241) (5,112)
CASH AND CASH EQUIVALENTS, beginning of period. . 655 7,007
------- -------
CASH AND CASH EQUIVALENTS, end of period. . . . . $414 $ 1,895
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . $ 123 $ 18
------- -------
------- -------
Income taxes. . . . . . . . . . . . . . . $ - $ 142
------- -------
------- -------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
MOSSIMO, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND ACCOUNTING POLICIES
Mossimo, Inc. and subsidiary ("Mossimo" or the "Company") designs,
sources and markets a lifestyle collection of contemporary men's and women's
sportswear and men's activewear bearing Mossimo-Registered Trademark-
trademarks. The Company also designs, sources and markets men's and women's
eyewear, and licenses its trademarks for use in collections of women's
swimwear and bodywear, men's neckwear, men's tailored clothing, men's hosiery
and men's and women's accessories. The Company distributes its products to a
diversified account base, including department stores, specialty retailers,
and sports and activewear stores located throughout the United States, as
well as two signature retail stores and one outlet store in Southern
California.
The accompanying unaudited interim consolidated financial statements of
the Company have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") for reporting on Form 10-Q.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles ("GAAP") for complete
financial statements. The accompanying unaudited interim condensed
consolidated financial statements should be read in conjunction with the
Company's consolidated financial statements for the year ended December 31,
1997 on Form 10-K.
In the opinion of management, the unaudited condensed consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the consolidated
balance sheets as of March 31, 1998 and December 31, 1997, and the
consolidated statements of operations and the consolidated statements of cash
flows for the three months ended March 31, 1998 and 1997. Operating results
for the three months ended March 31, 1998 are not necessarily indicative of
the results that may be expected for the entire fiscal year ending December
31, 1998.
Certain reclassifications have been made in the audited consolidated
1997 financial statements to conform to the 1998 presentation.
The company computes loss per share pursuant to SFAS No. 128, EARNINGS
PER SHARE, which requires the dual presentation of Basic and Diluted Earnings
per share. The Company adopted this pronouncement in fiscal 1997 and has
restated prior periods to reflect the adoption of SFAS No. 128. Common stock
equivalents consisted of outstanding stock options totaling 515,800 and
555,000 as of March 31, 1998 and 1997, respectively. Common stock
equivalents have not been included in the calculation of diluted loss per
share as their effect would have been anti-dilutive on both periods.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
1998 1997
------ ------
<S> <C> <C>
Basic weighted average shares outstanding during the period. . . 15,009 15,000
Dilutive effect of stock options . . . . . . . . . . . . . . . . - -
------ ------
Weighted average common shares outstanding
Basic and diluted. . . . . . . . . . . . . . . . . . . . . . 15,009 15,000
------ ------
------ ------
</TABLE>
5
<PAGE>
2. CREDIT FACILITY
In April 1998, the Company's credit facility was amended to a $15.0
million revolving credit line, which is collateralized by inventory,
receivables, machinery and equipment and tradenames. The Company's
borrowings under the amended agreement are limited to eligible inventory and
receivables. Advances under the amended agreement bear interest at the prime
rate plus 0.5%. Whereas the Company's factoring and finance agreements run
through June 1, 2000, the revolving line is committed through January 1, 1999
with an extension through March 31, 1999, subject to certain conditions.
Historically, the Company has sold a substantial portion of its trade
accounts receivable to a factor, which assumes the credit risk with respect
to collection of nonrecourse accounts receivable in exchange for a fee. The
factor approves the credit of the Company's customers prior to sale. If the
factor disapproves of a sale to a customer and the Company decides to proceed
with the sale, the Company bears the credit risk. The factoring agreement is
in force until June 1, 2000.
3. COMMITMENTS AND CONTINGENCIES
LITIGATION - On January 23, 1997, plaintiff Chaile Steinberg filed a
purported class action against the Company and certain other defendants on
behalf of individuals who purchased the Company's common stock in the initial
public offering pursuant to the Registration Statement and Prospectus
("Prospectus"), dated February 22, 1996, and on the open market from February
22, 1996 through January 14, 1997 (the "Class Period"). In addition to
naming the Company, the plaintiffs Igor Glaudnikov, Cara Debra Marks and Lois
Burke filed a second related action against the same defendants. The two
cases were subsequently consolidated by court order, dated May 19, 1997.
Both Steinberg and Glaudnikov (collectively, the "State Actions") contain
identical factual allegations, and only differ in the number of shares
purchased by plaintiffs and the California residence of two of the plaintiffs
in the Glaudnikov action.
The State Actions allege that defendants made false and misleading
statements and intentionally concealed material negative information in the
Prospectus and afterward during the Class Period, which artificially inflated
prices for the Company's common stock. Plaintiffs contend that the class was
damaged in an unspecified amount as a result of this artificial inflation of
the Company's stock price.
On September 23, 1997, a federal class action complaint was filed on
behalf of plaintiff James Frenkil by the same law firm that represents the
plaintiffs in the State Actions. One of the named plaintiffs in the federal
action is a plaintiff in the State Actions. The class period and
precipitating events are the same as in the State Actions, but the federal
complaint purports to allege violations of certain federal securities laws.
On October 17, 1997, the judge stayed the federal action pending further
development in the State Actions.
Defendants filed demurrers in the State Actions, challenging the legal
sufficiency of the complaints. On June 26, 1997, the judge sustained the
defendant's general demurrer to the complaints in the State Actions, finding
that neither complaint pleaded facts sufficient to constitute causes of
action against the defendants. The judge sustained the demurrer as to four
of the causes of action with leave to amend, and as to the fifth cause of
action for unlawful, unfair or fraudulent business practices and false or
misleading advertising without leave to amend. Since that time, no amended
complaint nor motion for class certification has been filed by the
plaintiffs, although plaintiffs are continuing to conduct discovery in aid of
amending their complaints.
Although the outcome of the litigation cannot be predicted, management
believes that the Company has meritorious defenses and intends to defend this
action with vigor.
The Company is involved in certain other legal and administrative
proceedings and threatened legal and administrative proceedings arising in
the normal course of its business. While the outcome of such proceedings and
threatened proceedings cannot be predicted with certainty, in the opinion of
management, the ultimate resolution of these matters individually or in the
aggregate will not have a material adverse effect on the Company.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion includes the operations of Mossimo, Inc. and
subsidiary for each of the periods discussed. This discussion and analysis
should be read in conjunction with the Company's Consolidated Financial
Statements for the year ended December 31, 1997 on Form 10-K.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
Net sales decreased to $14.4 million in 1998 from $24.0 million in 1997.
The decrease in net sales was primarily due to a 60.2% decline in Men's sales
and a 31.3% decline in Women's sales. Net sales of the men's line, which
represented 44.7% of the Company's net sales for the three months ended March
31, 1998, decreased to $6.5 million in 1998 from $16.2 million in 1997. The
decrease in net sales of the men's line in 1998 was primarily due to reduced
sales of tees and tanks, knitwear and wovens. The decline in the Men's line
was partially offset by sales of the Moss line totaling $1.5 million. Net
sales of the women's line, which represented approximately 32.0% of the
Company's net sales for the three months ended March 31, 1998, decreased to
$4.6 million in 1998 from $6.7 million in 1997. Net sales of the Company's
eyewear decreased approximately 10.7% to $525,000 in 1998 from $588,000 in
the same period last year.
Gross profit decreased to $3.7 million in 1998 from $7.1 million in
1997. Gross profit as a percentage of net sales decreased to 26% in 1998,
from 29.5% in 1997. The decrease resulted primarily from inventory
writedowns necessitated by excessive inventory levels and lower than expected
sales levels, resulting in the sales of such excessive inventory in discount
channels.
Royalty income decreased 22%, to $1.1 million in 1998 from $1.4 million
in 1997. The decrease was primarily attributed to reduced sales by the
company's licensees that carry swimwear, bodywear and accessory product
categories. Management believes that sales of the Company's swimwear licensee
were negatively impacted by poor weather conditions on the West Coast. Sales
of the Company's accessory licensee declined due to a reduction in product
categories offered in 1998 compared to 1997.
Operating expenses decreased in all categories to $6.3 million in 1998
from $9.4 million in 1997. General and administrative expense decreased to
$3.0 million in 1998 compared to $3.5 million in 1997, primarily due to
reduced staffing and cost cutting measures. Selling expense decreased to $2.0
million in 1998 from $2.6 million in 1997, due to reduced sales commissions
offset by an increased salary expense for in house sales representatives.
Marketing expense decreased to $0.6 million in 1998 from $2.2 million in
1997, primarily due to reduction in print advertising and the elimination of
certain New York fashion shows. Design expense decreased to $0.8 million in
1998 compared to $1.1 million in 1997, primarily due to reduced staffing and
overall cost cutting measures in the design department.
The Company had net interest expense of $178,000 in 1998 compared to net
interest income of $40,000 in 1997. In 1998, the Company increased
borrowings on the Company's credit facility due to the loss sustained by the
Company in fiscal 1997.
The Company recorded no tax benefit in 1998 as a result of its pretax
loss compared with a tax benefit of $332,000 in 1997. Losses for 1998 and
1997 were benefited only to the extent the Company could apply for carryback
claims in its income tax returns.
7
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are to fund their working
capital needs related to inventories, accounts receivable, and property and
equipment acquisitions. Net cash provided by operating activities totaled
approximately $2.9 million for the three months ended March 31, 1998. Cash
utilized in operating activities was comprised of the Company's net loss of
$1.7 million and cash used to pay down accrued liabilities of $1.9 million,
offset by a Federal Tax refund of $5.2 million and a $1.3 million reduction
in inventory. At March 31, 1998, working capital was approximately $12.2
million as compared to $33.4 million at March 31, 1997. The decline in
working capital is due primarily to the loss sustained by the Company in
fiscal 1997 and during the first quarter of 1998.
The Company maintains a $15.0 million revolving credit line, which is
collateralized by inventory, receivables, machinery and equipment and
intangibles. The Company's borrowings under the agreement, which was amended
in April 1998, are limited to eligible inventory and receivables. Advances
under the amended agreement bear interest at the prime rate plus 0.5%.
Whereas the Company's factoring and finance agreements run through June 1,
2000, the revolving line is committed through January 1, 1999 with an
extension through March 31, 1999, subject to certain conditions.
Historically, the Company has sold a substantial portion of its trade
accounts receivable to a factor, which assumes the credit risk with respect
to collection of nonrecourse accounts receivable in exchange for a fee. The
factor approves the credit of the Company's customers prior to sale. If the
factor disapproves of a sale to a customer and the Company decides to proceed
with the sale, the Company bears the credit risk. The factoring agreement is
in force through June 1, 2000.
In 1997, the Company began cost cutting measures to more align its
expense level with its declining sales. Accordingly, the Company has reduced
staffing levels, reduced compensation to existing staff and is reviewing
other cost cutting measures which are planned to reduce operating expenses in
fiscal 1998.
SEASONALITY
The Company's business is impacted by general seasonal trends that are
characteristic of the many companies in the apparel industry. However, due
primarily to the declining sales experienced in 1997, past quarterly sales
and operating trends have not reflected the normal apparel industry
seasonality. In future years, the Company expects that its sales may reflect
greater seasonal trends.
FORWARD LOOKING INFORMATION
This report on Form 10-Q contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
the beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. The words
"anticipate", "believe", "may", "estimate" and similar expressions,
variations of such terms or the negative of such terms as they relate to the
Company or its management when used in this document are intended to identify
such forward-looking statements. Such statements are based on management's
current expectations and are subject to certain risks, uncertainties and
assumptions. Should one or more risks or uncertainties materialize, or
should underlying assumptions prove incorrect, the Company's actual results,
performance or achievements could differ materially from those expressed in,
or implied by such forward-looking statements.
8
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998 the company adopted Statement of Financial
Accounting Standards Board ("FASB") No. 130, REPORTING COMPREHENSIVE INCOME.
The Company does not have any material comprehensive income to report.
In June 1997, the FASB issued SFAS No. 131, DISCLOSURE ABOUT SEGMENTS OF
AN ENTERPRISE AND RELATED INFORMATION. SFAS No. 131 establishes standards
for the way public companies report financial information about operating
segments. The Company will adopt SFAS No. 131 in fiscal 1998, as required.
This statement will affect disclosure and presentation in the financial
statements but will not have a material impact on the Company's consolidated
financial position, liquidity, cash flows or results of operations.
YEAR 2000
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date
code fields will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. This inability to recognize or
properly treat the Year 2000 may cause the Company's systems and applications
to process critical financial and operational information incorrectly. The
Company continues to assess the impact of the Year 2000 issue on its
reporting systems and operations.
The Company is currently in the process of investigating whether its
internal accounting systems and other operational systems are Year 2000
compliant. The Company has been informed by the vendor of its internal
accounting software that upgrades that will bring such software into Year
2000 compliance are currently available and will provide them to the Company
under its existing software maintenance agreement. The Company expects to
effect the conversion of its internal accounting system to such upgraded
software by the end of 1998. The Company believes that necessary conversions
of other operational systems can also be accomplished through vendor upgrades
and enhancements as provided under its system maintenance agreements
currently in effect. The Company does not anticipate significant costs
associated with any necessary conversions. However, there can be no
assurance that certain of the Company's internal computer systems or networks
or those of its key vendors and distributors will not be adversely affected
by such Year 2000 issues, which could have a material adverse effect on the
Company's business, operating results or financial condition.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 2 - LEGAL PROCEEDINGS (See Note 4 to Financial Statements)
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
3.1 Articles of Incorporation of the Company*
3.2 Bylaws of the Company*
27 Financial Data Schedule
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the
three months ended March 31, 1998.
* (Incorporated by reference from the Company's Registration
Statement on Form S-1, File Number 33-80597)
10
<PAGE>
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 thereunto duly authorized.
Mossimo, Inc.
May 15, 1998 /s/ John Brincko
---------------------------------
John Brincko
Chief Executive Officer and
President
(Principal Executive Officer)
May 15, 1998 /s/ Thora Thoroddsen
---------------------------------
Thora Thoroddsen
Secretary, Treasurer and
Controller
(Principal Accounting Officer)
11
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Articles of Incorporation of the Company*
3.2 Bylaws of the Company*
3.2.1 Amendment to Bylaws dated March 4, 1998
27 Financial Data Schedule
</TABLE>
* (Incorporated by reference from the Company's Registration
Statement on Form S-1, File Number 33-80597)
12
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE BYLAWS
OF
MOSSIMO, INC.,
A DELAWARE CORPORATION
The undersigned, Mossimo Giannulli, hereby certifies that he is the duly
elected Chief Executive Officer of Mossimo, Inc., a Delaware corporation (the
"Company"), and that attached hereto as Exhibit A is a true, correct and
complete copy of the Amendment to Section 3.2 of Article 3 of the Bylaws of
the Company as duly adopted by the Board of Directors on March 4, 1998.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
March 4, 1998.
/s/ MOSSIMO GIANNULLI
-----------------------------------
Mossimo Giannulli
Chief Executive Officer
A-1
<PAGE>
EXHIBIT A
---------
AMENDMENT TO SECTION 3.2 OF ARTICLE 3
OF THE BYLAWS
OF MOSSIMO, INC.,
A DELAWARE CORPORATION
Section 3.2 of Article 3 of the Bylaws of Mossimo, Inc. is hereby amended
to read in its entirety as follows:
Section 3.2 NUMBER OF DIRECTORS. The authorized number of directors
which shall constitute the Board shall not be less than two (2) nor more than
(5). The exact number shall be fixed by a resolution duly adopted by the
board of directors. When permitted under applicable law, the directors shall
be divided into three classes, designated Class I, Class II and Class III
(which classes are described in the Certificate of Incorporation) until
changed by a proper resolution of the board of directors. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors. No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.
A-2
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