UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 2, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 333-24189
GFSI, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 74-2810748
----------------------------- ------------------------------
State or Other Jurisdiction I.R.S. Employer
of Incorporation or Organization Identification Number
9700 Commerce Parkway
Lenexa, KS 66219
(Address of Principal Executive Offices and Zip Code)
(913) 888-0445
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 Regulation 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. [ ]
The aggregate market value of the voting stock held by non-affiliates (as
defined in Rule 405) of the registrant as of September 1, 1999 was $0.
On September 1, 1999, there was 1 share of the Registrant's common stock, $.01
par value per share, issued and outstanding.
<PAGE>
Item 11 of the Form 10-K, filed with the Securities and Exchange Commission on
September 30, 1999, is hereby amended and restated in its entirety to read as
follows:
Item 11 - Executive Compensation
The following table sets forth information concerning the aggregate
compensation paid and accrued to the Company's top five executive officers for
services rendered to the Company during each of the three most recent fiscal
years. The executive officers include Robert M. Wolff, Chairman, John L.
Menghini, President and Chief Executive Officer, Robert G. Shaw, Senior Vice
President, Finance and Human Resources, Larry D. Graveel, Executive Vice
President and Chief Operating Officer, and Michael H. Gary, Senior Vice
President, Sales Administration.
<TABLE>
<CAPTION>
Fiscal Other Annual
Position Year Salary Bonus Compensation (1)
- -------- ------ ------------ ----------- ----------------
<S> <C> <C> <C> <C>
Robert M. Wolff..................... 1999 $170,000 $ -- $ --
Chairman 1998 155,000 -- --
1997 147,498 -- 16,822
John L. Menghini.................... 1999 250,000 255,615 6,400
President and Chief 1998 250,000 422,750 7,040
Executive Officer 1997 249,038 300,000 14,773
Robert G. Shaw...................... 1999 160,000 92,000 6,400
Senior Vice President and 1998 160,000 194,112 7,040
Chief Financial Officer 1997 159,615 120,000 14,773
Larry D. Graveel.................... 1999 180,000 96,923 6,400
Executive Vice President and 1998 180,000 201,060 7,040
Chief Operating Officer 1997 179,615 120,000 17,809
Michael H. Gary..................... 1999 180,000 96,923 6,400
Senior Vice President 1998 180,000 194,112 7,040
1997 185,769 120,000 18,973
</TABLE>
(1) Other annual compensation consists of car allowances, profit sharing,
group medical benefits and individual beneficiary life insurance
premiums paid by the Company.
Incentive Compensation Plan
The Company adopted an incentive compensation plan (the "Incentive
Plan"), for senior executives during the fiscal year ended July 3, 1998. The
Incentive Plan provides for annual cash bonuses payable based on a percentage of
EBIT (as defined in the Incentive Plan) if certain EBIT targets are met.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on October 13, 1999.
GFSI, INC.
By: /s/ JOHN L. MENGHINI
---------------------------------------
John L. Menghini
President, Chief Executive Officer
and a Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities indicated on
October 13, 1999.
Signatures Title
---------- -----
/s/ ROBERT M. WOLFF Chairman and a Director
- --------------------------------
Robert M. Wolff
/s/ JOHN L. MENGHINI President, Chief Executive Officer and a
- -------------------------------- Director (Principal Executive Officer)
John L. Menghini
/s/ ROBERT G. SHAW Senior Vice President, Finance and
- ------------------------------ a Director
Robert G. Shaw (Principal Financial and Accounting Officer)
/s/ LARRY D. GRAVEEL Executive Vice President, Chief Operating
- -------------------------------- Officer and a Director
Larry D. Graveel
/s/ A. RICHARD CAPUTO, JR. Director
- --------------------------------
A. Richard Caputo, Jr.
/s/ JOHN W. JORDAN II Director
- --------------------------------
John W. Jordan II
/s/ DAVID W. ZALAZNICK Director
- --------------------------------
David W. Zalaznick
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