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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MOSSIMO, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
619696 10 7
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(CUSIP NUMBER)
MOSSIMO GIANNULLI
C/O MOSSIMO, INC.
2450 WHITE ROAD, 2ND FLOOR
IRVINE, CALIFORNIA 92614
TEL. NO.: (949) 797-0200
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
WITH A COPY TO:
CARY K. HYDEN, ESQ.
LATHAM & WATKINS
650 TOWN CENTER DRIVE
TWENTIETH FLOOR
COSTA MESA, CALIFORNIA 92626-1925
MARCH 28, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 619696 10 7
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- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
EDWIN H. LEWIS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
INAPPLICABLE.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF (8) SHARED VOTING POWER BENEFICIALLY
SHARES -0-
OWNED BY --------------------------------------------------------
EACH PERSON (9) SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
2
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CUSIP NO. 619696 10 7
-----------
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
MOSSIMO GIANNULLI
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
INAPPLICABLE.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
10,372,222
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NUMBER OF (8) SHARED VOTING POWER BENEFICIALLY
SHARES -0-
OWNED BY --------------------------------------------------------
EACH PERSON (9) SOLE DISPOSITIVE POWER
WITH 10,372,222
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,372,222
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.8%
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(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
3
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock (the "Common Stock") of Mossimo,
Inc., a Delaware corporation (the "Company") having its principal executive
offices at 2450 White Road, 2nd Floor, Irvine, California 92614.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D Amendment No. 1 is filed on behalf of Mossimo
Giannulli ("Giannulli") and Edwin H. Lewis ("Lewis"). A change in
circumstances, which is described in Item 3 and Item 4 below, has
resulted in (i) a decrease of Lewis' beneficial ownership to less than
5% of the outstanding shares of Common Stock, thereby eliminating
Lewis' reporting obligations under Section 13 of the Securities and
Exchange Act of 1934; and (ii) an increase in Giannulli's ownership of
the outstanding shares of Common Stock. Giannulli continues to hold
greater than 5% of the outstanding shares of Common Stock and shall
hereafter be the sole reporting person for this Schedule 13D.
(b) The business address of Giannulli is c/o Mossimo, Inc., 2450 White
Road, 2nd Floor, Irvine, California 92614. The business address of
Lewis is 964 Taylor's Island Road, Madison, Maryland 21648.
(c) The present principal occupation of Giannulli is President, Chief
Executive Officer and Principal Designer of the Company.
(d) During the last five years, Giannulli has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Giannulli has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Giannulli was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
(f) Giannulli is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule 13D Amendment No. 1 amends the Schedule 13D filed by
Giannulli and Lewis on December 10, 1998 (the "Original 13D") and is filed by
Giannulli and Lewis to report their execution of and agreement to be bound by
(i) a Separation Agreement and Release dated as of March 28, 2000 by and among
Giannulli, the Company and Lewis (the "Separation Agreement"); and (ii) a Stock
Option Termination Agreement dated as of March 28, 2000 by and among Giannulli,
the Company and Lewis (the "Option Termination Agreement"). The Separation
Agreement and the Option Termination Agreement are described in Item 4 below. As
a result of the execution of the Separation Agreement and the Option Termination
Agreement, Lewis has surrendered all shares of Common Stock deemed beneficially
owned by him (representing all stock options, none of which had been exercised
by Lewis), and Giannulli has reacquired his beneficial ownership of the shares
of Common Stock he agreed to contribute to the Company to fund any option
exercises by Lewis. In addition, the Stockholders Agreement dated as of November
30, 1998 (the "Stockholders Agreement") among Lewis, the Company and Giannulli
has been terminated and, as a result, Lewis and Giannulli are no longer deemed
to constitute a group for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended.
This Schedule 13D Amendment No. 1 is also filed by Giannulli to report an
increase in his beneficial ownership of shares of Common Stock, as a result of
the execution of the Separation Agreement and the Option Termination Agreement,
as described in Item 4 below. Giannulli's beneficial ownership
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has increased from 5,186,111 shares, or 34.4%, of the outstanding shares of
Common Stock to 10,372,222 shares, or 68.8%, of the outstanding shares of Common
Stock. This increase in Giannulli's beneficial ownership returned Giannulli to
the same beneficial ownership as that reflected in the Schedule 13G filed by
Giannulli on February 13, 1997. Giannulli held these 10,372,222 shares when the
Company went public on February 23, 1996.
This Schedule 13D Amendment No. 1 is also filed by Lewis to report a
decrease in his beneficial ownership of shares of Common Stock, as a result of
the execution of the Separation Agreement and the Option Termination Agreement,
as described in Item 4 below. Lewis' beneficial ownership decreased from
5,186,111 shares, or 34.4%, of the outstanding shares of Common Stock to 0
shares and 0 stock options. In addition, as a result of the termination of the
Stockholders Agreement and the surrender of Lewis' stock options, Lewis no
longer has any right to vote any Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Lewis resigned as Chief Executive Officer ("CEO"), President and Director
of the Company, effective as of March 28, 2000.
On March 28, 2000, the Board of Directors of the Company: (i) accepted
Lewis' resignation as CEO, President and Director of the Company, effective on
March 28, 2000; (ii) terminated the Mossimo, Inc. Stock Option Plan for Edwin
Lewis (the "Lewis Option Plan"); (iii) terminated the Stockholders Agreement;
(iv) terminated the Contribution Agreement between Giannulli and the Company
dated as of November 30, 1998 and the Escrow Agreement dated as of November 30,
1998 (collectively, the "Contribution Agreement"); (v) terminated and cancelled
the options to purchase shares of Common Stock granted to Lewis under the Lewis
Option Plan and pursuant to (1) the Nonqualified Stock Option Agreement dated as
of November 30, 1998 between Lewis and the Company, (2) the Incentive Stock
Option Agreement dated as of November 30, 1998 between Lewis and the Company,
(3) the Nonqualified Performance Stock Option Agreement dated as of November 30,
1998 between Lewis and the Company, and (4) the Performance Incentive Stock
Option Agreement dated as of November 30, 1998, between Lewis and the Company
(collectively, the "Stock Option Agreements"); (vi) approved execution of the
Option Termination Agreement; and (vii) approved execution of the Separation
Agreement.
In connection with the resignation of Lewis, Giannulli, the Company and
Lewis entered into an Option Termination Agreement, pursuant to which the Lewis
Option Plan was terminated and all stock options granted to Lewis by the Company
pursuant to the Stock Option Agreements were surrendered and cancelled, without
receipt of any consideration by Lewis. As a result of the cancellation of the
Lewis Option Plan and the surrender and cancellation of the stock options
granted under the Stock Option Agreements, Lewis is no longer deemed to be the
beneficial owner of 5,186,111 shares of Common Stock, representing 34.5% of the
outstanding shares of Common Stock. As a result, Lewis holds 0 shares of Common
Stock and 0 options.
In connection with the resignation of Lewis, Giannulli, the Company and
Lewis entered into the Separation Agreement, pursuant to which (i) Lewis
resigned as CEO, President and Director of the Company, (ii) the Stockholders
Agreement was terminated, and (iii) the Contribution Agreement was terminated.
As a result of the termination of the Stockholders Agreement, the rights and
restrictions provided thereunder with respect to Lewis' and Giannulli's
ownership interests in the Company are no longer of any force or effect,
including without limitation provisions related to voting rights, standstill
requirements, restrictions on transfer, rights of first refusal, and rights of
inclusion. Termination of the Stockholders Agreement also rendered covenants
relating to corporate governance of the Company of no further force or effect,
including without limitation, the covenant related to board participation by
Lewis. Effective as of March 28, 2000, Lewis is no longer a member of the Board
of Directors of the Company. The Board of Directors of the Company currently
consists of four directors: Giannulli, William Halford, John Stafford and Robert
Martini. As a result of the termination of the Contribution Agreement, the
escrow was terminated and the shares returned to Giannulli. Giannulli is no
longer obligated to contribute to the Company any shares of his Common Stock.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Giannulli beneficially owns 10,372,222 shares of Common Stock, which
represent 68.8% of the outstanding shares of Common Stock.
(b) Lewis beneficially owns no shares of Common Stock and no stock
options, representing 0% of the outstanding shares of Common Stock.
(c) Except as provided in Item 3 and Item 4 above, neither Giannulli nor
Lewis has effected any transactions in any shares of Common Stock of
the Company during the past 60 days.
(d) Other than Giannulli, no person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Giannulli.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Reference is hereby made to the discussion of the material terms of the
Separation Agreement and the Option Termination Agreement.
The Separation Agreement and the Option Termination Agreement supersede all
materials previously filed in connection with the Original 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Separation Agreement and Release dated as of March 28, 2000,
among Mossimo Giannulli, Edwin H. Lewis and Mossimo, Inc.*
Exhibit 2 Stock Option Termination Agreement dated as of March 28,
2000 among Mossimo Giannulli, Edwin H. Lewis and Mossimo,
Inc.*
Exhibit 3 Joint Filing Agreement, dated April 26, 2000.
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* Incorporated by reference to Exhibits 10.15 and 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that this statement is true, complete and correct.
Dated: April 26, 2000
/s/ MOSSIMO GIANNULLI
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Mossimo Giannulli
/s/ EDWIN H. LEWIS
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Edwin H. Lewis
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EXHIBIT 3
JOINT FILING AGREEMENT
The undersigned agree that the foregoing statement on Schedule 13D
Amendment No. 1 is being filed with the Commission on behalf of each of the
undersigned pursuant to Rule 13d-1(k)(1).
Dated: April 26, 2000 /s/ Mossimo Giannulli
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Mossimo Giannulli
/s/ Edwin H. Lewis
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Edwin H. Lewis
