SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999
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: 0-23001
SIGNATURE EYEWEAR, INC.
(Exact name of Registrant as Specified in its Charter)
CALIFORNIA 95-3876317
(State or Other (I.R.S.
Jurisdiction Employer
of Incorporation Or Identification
Organization) No.)
498 NORTH OAK STREET
INGLEWOOD, CALIFORNIA 90302
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, Including Area Code: (310) 330-2700
Securities Registered Pursuant to Section 12(b) of the Act:
TITLE OF NAME OF EACH EXCHANGE ON
EACH CLASS WHICH REGISTERED
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On January 21, 2000, the Registrant had 5,083,989 outstanding shares of
Common Stock, $.001 par value. The aggregate market value of the 2,218,660
shares of Common Stock held by non-affiliates of the Registrant as of January
21, 2000 was $6,101,315.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for its 2000 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Form 10-K.
ITEMS OMITTED IN RELIANCE ON RULE 12B-25
Items 1, 6, 7, 7A, 8 and protions of 14 of this Form 10-K have been omitted
in reliance on Rule 12b-25.
<PAGE>
PART I
ITEM 2--DESCRIPTION OF PROPERTIES
The Company leases approximately 64,000 square feet of a building located
in Inglewood, California, where it maintains its principal offices and a
warehouse. The Company's lease for this facility expires in 2005, although the
Company has an option to renew the lease for an additional five years.
The Company's international division also leases approximately 2,500 square
feet of a building in Liege, Belgium, which supports the Company's sales in
Europe.
ITEM 3--LEGAL PROCEEDINGS
The Company is not involved in any material legal proceedings.
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
None.
PART II
ITEM 5--MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market System
under the symbol "SEYE." The following table sets forth, for the period
indicated, certain high and low prices for the Common Stock as reported by the
Nasdaq Stock Market.
<TABLE>
<CAPTION>
HIGH LOW
------- --------
<S> <C> <C>
FISCAL YEAR ENDED OCTOBER 31, 1998
First Quarter.......................................... $ 9.13 $ 6.75
Second Quarter......................................... $ 10.38 $ 7.88
Third Quarter ......................................... $ 9.50 $ 7.00
Fourth Quarter......................................... $ 7.50 $ 3.13
FISCAL YEAR ENDED OCTOBER 31, 1999
First Quarter.......................................... $ 5.69 $ 3.38
Second Quarter......................................... $ 4.72 $ 2.75
Third Quarter ......................................... $ 4.41 $ 2.88
Fourth Quarter......................................... $ 4.19 $ 3.13
</TABLE>
On January 21, 2000, the last sales price of the Common Stock as reported
on the Nasdaq Stock Market was $2.75 per share. As of January 21, 2000, there
were 25 holders of record of the Common Stock.
RECENT SALES OF UNREGISTERED SECURITIES
In September 1999, the Company issued to Springer Capital Corporation
50,000 shares of the Company's Common Stock and Warrants to purchase up to
50,000 shares of the Company's Common Stock at an exercise price of $7.50 per
share. The Warrants currently are exercisable in full and terminate on September
10, 2004. The Company issued these securities in connection with the Company's
acquisition from Springer Capital Corporation of all the issued and outstanding
capital stock of Great Western Optical. The Company issued these securities in
reliance on Section 4(2) of the Securities Act of 1933, as amended, as a
transaction not involving public offering.
DIVIDENDS
The Company does not currently intend to pay dividends on its Common Stock
and plans to follow a policy of retaining earnings to finance the growth of its
business. The Company paid no dividends in fiscal 1999.
Page 2
<PAGE>
ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and executive officers of the Registrant
will appear in the proxy statement for the 2000 Annual Meeting of Shareholders,
and is incorporated herein by reference.
ITEM 11--EXECUTIVE COMPENSATION
Information regarding executive compensation will appear in the proxy
statement for the 2000 Annual Meeting of Shareholders, and is incorporated
herein by reference.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management will appear in the proxy statement for the 2000 Annual Meeting of
Shareholders, and is incorporated herein by reference.
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions will
appear in the proxy statement for the 1999 Annual Meeting of Shareholders, and
is incorporated herein by reference.
PART IV
ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed As Part of Report:
3. Exhibits:
See attached Exhibit List.
(b) Reports on Form 8-K:
Report on Form 8-K dated September 7, 1999, reporting under Item
7 thereof the financial statements and pro-forma financial statements
giving effect to the acquisition by Registrant of substantially all of the
assets of California Design Studios, Inc.
Page 3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURE EYEWEAR, INC.
/S/ JULIE HELDMAN
-----------------------------------
By: Julie Heldman
Its: Co-Chairman of the Board and
President
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Julie
Heldman and Michael Prince, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments to this Annual Report on Form 10-K 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to 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 either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ BERNARD WEISS Co-Chairman of the Board and January 31, 1999
- ---------------------------- Chief Executive Officer
Bernard Weiss
/S/ JULIE HELDMAN Co-Chairman of the Board and January 31, 1999
- ---------------------------- President
Julie Heldman
/S/ MICHAEL PRINCE Chief Financial Officer and January 31, 1999
- ---------------------------- Director
Michael Prince (Principal Financial and
Accounting Officer)
/S/ MAURICE BUCHSBAUM Director January 31, 1999
- ----------------------------
Maurice Buchsbaum
/S/ JOEL JOHNSON Director January 31, 1999
- ----------------------------
Joel Johnson
/S/ DANIEL WARREN Director January 31, 1999
- ----------------------------
Daniel Warren
</TABLE>
Page 4
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
NUMBER
3.1 Restated Articles of Incorporation of Registrant. Incorporated by
reference to Exhibit 3.1 to Registrant's Form S-1 (SEC Registration
No. 333-30017), filed with the Commission on June 25, 1997, as amended.
3.2 Amended and Restated Bylaws of Registrant. Incorporated by reference to
Exhibit 3.2 to Registrant's Form S-1 (SEC Registration No. 333-30017),
filed with the Commission on June 25, 1997, as amended.
4.1 Specimen Stock Certificate of Common Stock of Registrant. Incorporated by
reference to Exhibit 4.1 to Registrant's Form S-1 (SEC Registration No.
333-30017), filed with the Commission on June 25, 1997, as amended.
10.1 Registrant's 1997 Stock Plan. Incorporated by reference to Exhibit 10.1 to
Registrant's Form S-1 (SEC Registration No. 333-30017), filed with the
Commission on June 25, 1997, as amended.
10.2 Form of Registrant's Stock Option Agreement (Non-Statutory Stock Option).
Incorporated by reference to Exhibit 10.2 to Registrant's Form S-1 (SEC
Registration No. 333-30017), filed with the Commission on June 25, 1997,
as amended.
10.3 Form of Indemnification Agreement for Directors and Officers. Incorporated
by reference to Exhibit 10.3 to Registrant's Form S-1 (SEC Registration
No. 333-30017), filed with the Commission on June 25, 1997, as amended.
10.4 Tax Indemnification Agreement among Registrant and the Existing
Shareholders. Incorporated by reference to Exhibit 10.4 to Registrant's
Form S-1 (SEC Registration No. 333-30017), filed with the Commission on
June 25, 1997, as amended.
10.5 License Agreement, dated May 28, 1991, between Laura Ashley Manufacturing
B.V. and Registrant, as amended. Incorporated by reference to Exhibit 10.5
to Registrant's Form S-1 (SEC Registration No. 333-30017), filed with the
Commission on June 25, 1997, as amended. [Portions of this Exhibit have
been deleted and filed separately with the Securities and Exchange
Commission pursuant to a grant of Confidential Treatment.]
10.6 Lease Agreement, dated March 23, 1995, between the Registrant and Roxbury
Property Management, and Guaranty of Lease, dated March 23, 1995, between
Julie Heldman and Bernard Weiss and Roxbury Property Management.
Incorporated by reference to Exhibit 10.6 to Registrant's Form S-1 (SEC
Registration No. 333-30017), filed with the Commission on June 25, 1997,
as amended.
10.7 Credit Agreement, dated as of October 27, 1997, between Registrant and
City National Bank. Incorporated by reference to Exhibit 10.7 to Form 10-K
filed with the Commission on January 28, 1998.
10.8 Employment Agreement between the Registrant and Bernard Weiss.
Incorporated by reference to Exhibit 10.8 to Registrant's Form S-1 (SEC
Registration No. 333-30017), filed with the Commission on June 25, 1997,
as amended.
10.9 Employment Agreement between the Registrant and Julie Heldman.
Incorporated by reference to Exhibit 10.9 to Registrant's Form S-1 (SEC
Registration No. 333-30017), filed with the Commission on June 25, 1997,
as amended.
10.10 Employment Agreement between the Registrant and Michael Prince.
Incorporated by reference to Exhibit 10.10 to Registrant's Form S-1 (SEC
Registration No. 333-30017), filed with the Commission on June 25, 1997,
as amended.
10.11 Employment Agreement between the Registrant and Robert Fried. Incorporated
by reference to Exhibit 10.11 of Registrant's Form S-1 (SEC Registration
No. 333-30017), filed with the Commission on June 25, 1997, as amended.
Page 5
<PAGE>
10.12 Employment Agreement between the Registrant and Robert Zeichick.
Incorporated by reference to Exhibit 10.12 of Registrant's Form S-1 (SEC
Registration No. 333-30017), filed with the Commission on June 25, 1997,
as amended.
10.13 License Agreement, dated January 12, 1996, between Hart Schaffner & Marx
and the Registrant. Incorporated by reference to Exhibit 10.13 to
Registrant's Form S-1 (SEC Registration No. 333-30017), filed with the
Commission on June 25, 1997, as amended. [Portions of this Exhibit have
been deleted and filed separately with the Securities and Exchange
Commission pursuant to a grant of Confidential Treatment.]
10.14 License Agreement, dated June 2, 1995, between Revlon Consumer Products
Corporation and the Registrant, as amended. Incorporated by reference to
Exhibit 10.14 to Registrant's Form S-1 (SEC Registration No. 333-30017),
filed with the Commission on June 25, 1997, as amended. [Portions of this
Exhibit have been deleted and filed separately with the Securities and
Exchange Commission pursuant to a grant of Confidential Treatment.]
10.15 License Agreement, dated June 24, 1997, between Eddie Bauer, Inc. and the
Registrant. Incorporated by reference to Exhibit 10.15 to Registrant's
Form S-1 (SEC Registration No. 333-30017), filed with the Commission on
June 25, 1997, as amended. [Portions of this Exhibit have been deleted and
filed separately with the Securities and Exchange Commission pursuant to a
grant of Confidential Treatment.]
10.16 Form of Representatives' Warrant. Incorporated by reference to Exhibit 1.2
to Registrant's Form S-1 (SEC Registration No. 333-30017), filed with the
Commission on June 25, 1997, as amended.
10.17 First Amendment to Lease, dated May 5, 1998, between Roxbury Property
Management and the Registrant, and Second Amendment to Lease, dated
June 3, 1998, between Roxbury Property Management and the Registrant.
10.18 Promissory Note, dated as of December 8, 1998, between Registrant and City
National Bank. Incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report of Form 10-Q for the quarter ended January 31, 1999.
10.19 License Agreement, dated as of March 11, 1999, between the Registrant and
Coach, a division of Sara Lee Corporation. Incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report of Form 10-Q for the quarter
ended April 30, 1999. [Portions of this exhibit have been deleted and
filed separately with the Securities and Exchange Commission pursuant to a
request for an order granting confidential treatment.]
10.20 First Addendum to License Agreement Dated June 24, 1997, dated as of March
26, 1999, between the Registrant and Eddie Bauer, Inc. Incorporated by
reference to Exhibit 10.2 to Registrant's Quarterly Report of Form 10-Q
for the quarter ended April 30, 1999. [Portions of this exhibit have been
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for an order granting confidential treatment.]
10.21 Asset Purchase Agreement, dated as of June 11, 1999, as amended by the
letter agreement, dated June 23, 1999, by and among Registrant, California
Design Studio, Inc., other parties identified on Exhibit A to the Asset
Purchase Agreement and Carlos Alberto Khantzis. Incorporated by reference
to Exhibit 2.1 to Registrant's Form 8-K/A filed on September 7, 1999.
21 List of subsidiaries.*
23.1 Consent of Altschuler, Melvoin and Glasser, LLP.*
24.1 Power of Attorney (included on signature page).
27.1 Financial Data Schedule.*
99.1 Schedule II-Valuation and Qualifying Accounts.*
- -----------------------------------
* To be filed by amendment.
Page 6
