<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PERISCOPE SPORTSWEAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 2330 13-4006463
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NUMBER)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
1407 BROADWAY, SUITE 620
NEW YORK, NEW YORK 10018
(212) 382-3660
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S EXECUTIVE OFFICES)
---------------
GLENN SANDS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PERISCOPE SPORTSWEAR, INC.
1407 BROADWAY, SUITE 620
NEW YORK, NEW YORK 10018
(212) 382-3660
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF AGENT FOR SERVICE)
---------------
WITH A COPY TO:
GEORGE LANDER KENNETH J. BARONSKY
MORSE, ZELNICK, ROSE & LANDER, LLP MILBANK, TWEED, HADLEY & MCCLOY
450 PARK AVENUE 601 SOUTH FIGUEROA STREET, 30TH FLOOR
NEW YORK, NEW YORK 10022 LOS ANGELES, CA 90017
(212) 838-1177 (213) 892-4000
(212) 838-9190 (FAX) (213) 629-5063 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
---------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C>
Common Stock, par value $0.001 per share... $34,500,000 $10,177.50
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Representatives' Warrants.................. $ 0 (2)
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Common Stock issuable upon exercise of
Representatives' Warrants................. $ 4,140,000 $ 1,221.30(3)
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Total...................................... $38,640,000 $11,398.80
</TABLE>
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(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(o) under the Securities Act.
(2) No registration fee required pursuant to Rule 457(g) under the Securities
Act.
(3) Pursuant to Rule 416 of the Securities Act, there are also being
registered hereby such additional indeterminate number of shares of Common
Stock as may become issuable pursuant to the anti-dilution provisions of
the Representatives' Warrants.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 9, 1998
PROSPECTUS
SHARES
PERISCOPE SPORTSWEAR, INC.
COMMON STOCK
-----------
This Prospectus relates to the offering (the "Offering") of shares of
common stock (the "Shares"), par value $.001 per share (the "Common Stock"), of
Periscope Sportswear, Inc., a Delaware corporation (the "Company"). Prior to
this Offering, there has been no public market for the Common Stock.
Application has been made to list the Common Stock for quotation on the Nasdaq
National Market under the symbol "PERS." It is currently anticipated that the
initial public offering price will be between $ and $ per share. For a
discussion of the factors considered in determining the initial public offering
price of the Shares, see "Underwriting."
SEE "RISK FACTORS" COMMENCING ON PAGE HEREIN FOR A DISCUSSION OF CERTAIN
RISK FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
UNDERWRITING DISCOUNTS PROCEEDS TO
PRICE TO PUBLIC AND COMMISSIONS(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share................... $ $ $
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Total(3).................... $ $ $
</TABLE>
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(1) Excludes the value of warrants to purchase up to shares of Common Stock
at an exercise price per share equal to 120% of the initial public offering
price per share issuable upon exercise of warrants to be issued to Sutro &
Co. Incorporated and L. H. Friend, Weinress, Frankson & Presson, Inc. (the
"Representatives") upon the closing of this Offering (the "Representatives'
Warrants"). The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company estimated
to be $ .
(3) The Company has granted the Underwriters the option, exercisable within 45
days after the date of this Prospectus, to purchase from the Company up to
an aggregate of additional shares of Common Stock, on the same terms as
set forth above, solely to cover over-allotments, if any (the "Over-
Allotment Option"). If the Over-Allotment Option is exercised in full, the
total Price to Public, Underwriting Discounts and Commissions and Proceeds
to Company will be $ , $ and $ , respectively. See "Underwriting."
-----------
The Shares are being offered by the Underwriters named herein subject to
prior sale and when, as and if delivered to and accepted by the Underwriters.
It is expected that the Shares will be ready for delivery through the offices
of Sutro & Co. Incorporated, Los Angeles, California, or through the facilities
of The Depository Trust Company in New York, New York, on or about , 1998,
against payment therefor in immediately available funds.
SUTRO & CO. INCORPORATED L. H. FRIEND, WEINRESS,
FRANKSON & PRESSON, INC.
The date of this Prospectus is , 1998
<PAGE>
[ARTWORK TO BE FILED BY AMENDMENT]
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING
AND MAY BID FOR AND PURCHASE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information and financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Unless otherwise indicated, all
information contained in this Prospectus assumes that (i) the Over-Allotment
Option has not been exercised, (ii) the Company has been reincorporated in
Delaware prior to the completion of this Offering, and (iii) shares of
Common Stock were outstanding before the Offering after giving effect to a -
for-one (reverse) stock split and the contribution by BancBoston Ventures, Inc.
to the capital of the Company of shares of Common Stock. All references to
the Company in this Prospectus refer to Periscope Sportswear, Inc., a Delaware
corporation, and its subsidiaries.
THE COMPANY
The Company provides an extensive line of high-quality women's and children's
clothing in the moderate price category to major retailers, primarily for sale
under private labels. In 1997, approximately 80% of the Company's sales were of
knit products. The Company has been able to achieve attractive profit margins
on its knit products by controlling all aspects of the production process. The
Company believes that it differentiates itself by entering the knit garment
production process at the fabric design and creation phase, unlike many of the
Company's competitors who enter the garment production process later by
purchasing finished fabrics. The Company believes that control over the knit
production process enables it to capitalize on its design and garment
production expertise to produce quality apparel for its customers on shorter
lead times and at higher profit margins than its competitors. In addition to
knit products, the Company also produces (i) woven products of the Company's
design where the Company purchases dyed and printed fabric and then controls
all cutting, sewing and finished goods production and (ii) imported finished
knit and woven products. The Company's products are sold nationwide through
department and specialty store chains, including The Limited Group, Charming
Shoppes (Fashion Bug), Kohl's, Goody's and Sears; mass merchants, including
Kmart and Wal-Mart; and wholesale clubs, including Price/Costco.
In 1996, the Company made a strategic decision to relocate a portion of its
sewing production to Mexico, where the Company believed that it could produce
high-quality goods at significant cost savings because labor costs in Mexico
are significantly lower than in the United States. In addition, goods produced
in Mexico are exempt from U.S. import duties under the North American Free
Trade Agreement ("NAFTA"). In 1997, approximately 25% of the sewing portion of
the Company's production process was conducted in Mexico, during which time the
Company established a firm manufacturing base in Mexico. Currently,
approximately 60% of the sewing portion of the Company's production process is
conducted in Mexico and the Company intends to continue to shift more of its
sewing production to Mexico. The remaining 40% of sewing and all other stages
of production occur domestically. The Company believes that a significant
contributor to its recent increase in gross profit margins is directly related
to its shifting a majority of its sewing operations to Mexico.
The Company's net sales increased 11.8% from $78.7 million in 1996 to $88.0
million in 1997. Due to the Company's strategic decision in late 1997 to
restructure its children's division, which included the discontinuation of the
sale of certain less profitable lines of children's clothing to focus on its
higher margin children's lines, net sales for the first quarter of 1998 were
essentially unchanged from the first quarter of 1997. The implementation of the
Company's new children's division strategy, coupled with the increased
employment of lower cost Mexican contractors, resulted in improved gross profit
margins from 19.7% in the first quarter of 1997 to 22.7% in the first quarter
of 1998. The Company's backlog of orders at May 15, 1998 was approximately
$56.0 million, as compared to approximately $26.0 million at May 15, 1997,
representing an increase of approximately 115%. The Company expects to ship all
of its backlog prior to the end of 1998.
1
<PAGE>
The Company's products are updated versions of basic, recurring styles which
have a proven record of sales success and which the Company believes are less
susceptible to fashion obsolescence and less seasonal in nature than fashion
styles. The Company's merchandisers and designers regularly update these basic
styles to reflect current fashion trends by using new color schemes, fabrics
and decorative trim and by incorporating nuances of existing popular styles.
The Company's products primarily consist of knit tops, bottoms, related
separates, dresses and short sets, and woven products (e.g., corduroy, twill,
denim), including bottoms, jumpers, dresses, coordinates, short sets and tops.
The Company manufactures products only on the basis of firm orders received
from its customers. After an order has been placed, the Company contracts with
a broad base of manufacturers at each stage of the production process, allowing
the Company to maximize production flexibility, speed and efficiency, while
eliminating the significant capital investment requirements and potential labor
problems associated with maintaining manufacturing facilities and a
manufacturing workforce. The Company contracts with its manufacturers on an
order-by-order basis, further contributing to the Company's production
flexibility by allowing the Company to select the manufacturers best suited to
fill a given order. Although no long-term contractual obligations exist between
the Company and its manufacturers, approximately 80% of the Company's major
contract manufacturers in 1997 had been conducting business with the Company
for over five years. The Company believes that its long-standing relationships
with many contract manufacturers, certain of which have committed their entire
facilities to the Company on a priority basis, contribute to its ability to
produce quality apparel products on a timely and cost effective basis.
OPERATING STRATEGY
The Company's operating strategy consists of the following key elements:
. Produce Only on a Firm Commitment Basis. The Company purchases raw
materials and produces goods only upon receipt of a firm commitment from
a customer. Once a product is shipped to a customer, the Company
generally does not accept returns unless the product is defective or
delivered late. These practices minimize the Company's need to carry
unsold inventories.
. Focus on an "Updated Basics" Product Line. The Company's products are
updated versions of basic, recurring styles which have a proven record
of sales success and which the Company believes are less susceptible to
fashion obsolescence and less seasonal in nature than fashion styles.
The Company regularly updates these proven styles to reflect current
fashion trends which it believes enhances sales by providing its product
line a new and fresh look. In addition, the Company believes this
practice also allows it to capitalize on higher profit margins
associated with updated basics apparel compared to those of more generic
apparel products priced on a commodity basis.
. Maintain Control Over the Entire Production Process. The Company is able
to provide superior customer service and achieve attractive profit
margins by controlling the entire production process of its knit
products. By controlling the production process, the Company has the
ability to tailor products to a customer's specific needs, offer
customers rapid order turn around time, maintain flexible scheduling
unconstrained by a finite production capacity, maximize fabric yields by
knitting fabrics to the Company's own specifications and maintain higher
standards of quality control.
. Outsource Manufacturing. The Company does not own any manufacturing
facilities except for a limited in-house cutting facility located within
its warehouse in North Bergen, New Jersey. The Company maintains cost-
efficiency and flexibility by outsourcing at nearly all stages of
production to the lowest cost provider able to maintain the Company's
timing and quality requirements. Outsourcing allows the Company to
respond quickly to changing production requirements, while eliminating
the significant capital investment requirements and potential labor
problems and other risks associated with maintaining manufacturing
facilities and a manufacturing workforce.
2
<PAGE>
. Provide Value to Customers. The Company emphasizes developing long-term
relationships with its customers by providing a high level of customer
service through its sales force. The Company seeks to capitalize on its
knowledgeable and experienced sales force by maintaining regular
interaction with its customers to gain a thorough understanding of which
products will meet their particular needs. In addition, each sales
person is responsible for all aspects of a customer's needs, including
design assistance, the development and approval of product samples,
timely production and delivery of finished products and regular order
status updates. The Company also provides its customers with competitive
market intelligence gathered through discussions with its contract
manufacturers and other customers. By integrating its sales force,
design capabilities and manufacturing capabilities, the Company's
customers receive up-to-date, high-quality products at competitive
prices.
GROWTH STRATEGY
A number of industry trends currently exist that the Company believes will
increase demand for its apparel products. First, the Company believes that
increasing numbers of consumers regard private label products as less expensive
than brand name products, but of equal or better quality. Retailers also find
private label products attractive as they provide higher profit margins than
brand name products. Second, the Company also believes that there has been a
trend in recent years toward the purchase of casual, moderately priced apparel,
driven by the popularity of casual dress-down Fridays and increasing numbers of
casual social activities. Third, in recent years there has also been
significant growth in the children's apparel market. Finally, the Company
believes that the general consolidation of major retailers and department
stores has created a preference among retailers for doing business with a
limited number of large, well-capitalized suppliers that can provide large
product volumes quickly and efficiently. The Company believes its focus on
casual, moderately priced, private label apparel for women and children
positions it to capitalize on these trends. The Company intends to grow its
business by: (i) expanding the Company's customer base, (ii) increasing sales
to existing customers, (iii) expanding ladies' product offerings, (iv)
expanding the children's apparel division and (v) pursuing select acquisitions.
RECAPITALIZATION
In May 1996, the Company completed a leveraged recapitalization (the
"Recapitalization") whereby the Company borrowed an aggregate of $18.0 million
from BankBoston, N.A. (formerly known as The First National Bank of Boston) and
BancBoston Ventures, Inc. ("BBV"). Substantially all of the proceeds from these
loans were used to repurchase the stock holdings of a former stockholder of the
Company and for a distribution to the Company's then remaining stockholder,
Glenn Sands, the Company's President and Chief Executive Officer. The
Recapitalization was undertaken to consolidate management control under the
Company's current President and Chief Executive Officer, Glenn Sands. In
connection with the Recapitalization, BBV acquired an equity interest in the
Company. See "Principal Stockholders."
The Company was incorporated in Delaware on May 19, 1998 as the successor, by
merger, to Periscope I Sportswear, Inc., a New York corporation organized in
1975. The Company's principal executive offices are located at 1407 Broadway,
Suite 620, New York, New York 10018, and its telephone number is (212) 382-
3660.
3
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Shares Offered shares
Common Stock to be Outstanding after
this Offering shares (1)
Use of Proceeds To repay approximately $ million of
indebtedness. See "Use of Proceeds."
Proposed Nasdaq National Market Symbol
for the Common Stock "PERS"
</TABLE>
- --------
(1) Does not include (i) shares of Common Stock reserved for issuance upon
exercise of the Representatives' Warrants and (ii) shares of Common
Stock reserved for issuance under the Company's Stock Option Plan, of
which are subject to outstanding options as of the date hereof. See
"Underwriting" and "Management--Stock Option Plan."
4
<PAGE>
SUMMARY FINANCIAL DATA
The summary financial data of the Company presented below as of December 31,
1995, 1996 and 1997, and March 31, 1998, and for the years ended December 31,
1995, 1996 and 1997, and for the three months ended March 31, 1997 and 1998,
have been derived from the consolidated financial statements of the Company and
unaudited pro forma financial data. The consolidated financial statements as of
December 31, 1997 and for the year then ended have been audited by Arthur
Andersen LLP, independent public accountants, and the consolidated financial
statements as of December 31, 1995 and 1996, and for each of the two years then
ended have been audited by Friedman Alpren & Green LLP independent public
accountants. The financial statements as of March 31, 1998, and for the three
months ended March 31, 1997 and 1998, and the pro forma data have been derived
from the unaudited consolidated financial statements of the Company, which have
been prepared on the same basis as the audited financial statements, and in the
opinion of management, reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of such data. The historical and
pro forma results of operations for the three months ended March 31, 1998 are
not necessarily indicative of the results that may be expected for any future
period. The financial data set forth below is qualified by reference to, and
should be read in conjunction with, the Company's Consolidated Financial
Statements and the notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained elsewhere in this
Prospectus.
CONSOLIDATED INCOME DATA (IN THOUSANDS EXCEPT SHARE DATA):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------ --------------------
1995 1996 1997 1997 1998
------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales........................ $67,317 $78,706 $87,957 $ 16,735 $ 16,448
Cost of sales.................... 50,669 62,902 70,610 13,438 12,714
------- ------- ------- --------- ---------
Gross profit................... 16,648 15,804 17,347 3,297 3,734
Operating expenses............... 9,253 14,230 12,519 2,918 2,570
------- ------- ------- --------- ---------
Income from operations........... 7,395 1,574 4,828 379 1,164
Factor and financing costs....... 1,047 3,245 4,743 1,067 1,138
------- ------- ------- --------- ---------
Income (loss) before income tax
provision (benefit)........... 6,348 (1,671) 85 (688) 26
Income tax provision (benefit)... 253 (15) 60 -- --
------- ------- ------- --------- ---------
Net income (loss).............. $ 6,095 $(1,656) $ 25 $ (688) $ 26
======= ======= ======= ========= =========
Basic and diluted net
income(loss) per share.......... $ $ $
======= ========= =========
Weighted average shares outstand-
ing.............................
======= ========= =========
PRO FORMA NET INCOME DATA
(UNAUDITED)
(IN THOUSANDS EXCEPT SHARE DATA)
(1)
Income before income tax provi-
sion, as reported............... $ 6,348
Pro forma income tax provision... 2,730
-------
Pro forma net income........... $ 3,618
=======
</TABLE>
- --------
(1) Reflects a pro forma provision for income taxes as if the Company had been
a C Corporation for Federal and state income tax purposes during 1995.
5
<PAGE>
The unaudited Pro Forma Consolidated Statements of Operations represent the
historical results of operations of the Company for the year ended December 31,
1997, and the three months ended March 31, 1997 and 1998, adjusted to reflect a
reduction in interest expense and amortization of debt issuance costs following
the use of approximately $27.0 million of net proceeds of the Offering to repay
indebtedness as if such transactions had occurred at the beginning of such
periods. The Pro Forma Consolidated Statements of Operations are not
necessarily indicative of what the Company's results of operations would have
been had such transactions occurred at the beginning of such period (see note 2
below). The Company expects to recognize an extraordinary gain on the early
retirement of certain debt to be repaid from the proceeds of this Offering
totaling approximately $ .
<TABLE>
<CAPTION>
PRO FORMA (UNAUDITED)(1)
--------------------------------
THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------------
1997 1997 1998
------------ --------- ---------
<S> <C> <C> <C>
Net sales..................................... $87,957 $ 16,735 $ 16,448
Cost of sales................................. 70,610 13,438 12,714
------- --------- ---------
Gross profit................................ 17,347 3,297 3,734
Operating expenses............................ 12,519 2,918 2,570
------- --------- ---------
Income from operations........................ 4,828 379 1,164
Factor and financing costs.................... 1,443 325 503
------- --------- ---------
Income (loss) before income tax provision
(benefit).................................. 3,385 54 661
Income tax provision (benefit)................ 1,170 -- 89
------- --------- ---------
Net income (net loss)....................... $ 2,215 $ 54 $ 572
======= ========= =========
Net income (loss) per share................... $ $ $
======= ========= =========
Weighted average number of shares outstand-
ing..........................................
======= ========= =========
</TABLE>
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
ACTUAL MARCH 31, 1998
----------------------- ------------------------
1995 1996 1997 ACTUAL AS ADJUSTED (2)
------ ------- ------- ------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Working capital(deficit)..... $5,606 $ (629) $ 444 $ 527 $
Total assets................. 9,961 12,976 15,383 19,392
Total debt, including due to
factor...................... -- 22,288 24,839 25,977
Stockholders' equity (defi-
ciency)..................... 5,840 (15,843) (15,818) (15,793)
====== ======= ======= ======= ===
</TABLE>
- --------
(1) The pro forma information gives effect to the Offering and application of
the net proceeds therefrom, resulting in a reduction of interest expense
and the elimination of amortization of debt issuance costs upon completion
of this Offering, all as if this Offering had occurred at the beginning of
the periods indicated. Interest expense has been reduced to reflect the
repayment of $27.0 million of indebtedness as of the beginning of each
period presented and the utilization of the remaining net proceeds to fund
seasonal cash needs during the periods presented. Interest expense has also
been reduced to utilize actual principal and interest payments on debt to
be repaid with a portion of the proceeds of this Offering to reduce
borrowings outstanding under the Company's factoring agreement. The pro
forma information has not been adjusted to reflect an expected
extraordinary gain on the early retirement of certain debt to be prepaid
from the proceeds of this Offering. The extraordinary gain primarily
results from the contribution of shares of the Company's Common Stock
(valued at $ per share) by BancBoston Ventures, Inc. as consideration for
the early repayment of debt due to BancBoston Ventures, Inc. and
BankBoston, N.A. The extraordinary gain has been reduced by the expensing
of approximately $ of the unamortized portion of deferred financing
costs related to the above debt to be prepaid. Had such extraordinary
gains, net of taxes of $ , $ and $ for the year ended
December 31, 1997 and for the three months ended March 31, 1997 and 1998,
respectively, been reflected, the Company would have had pro forma net
income of $ , $ and $ for the year ended December
31, 1997 and for the three months ended March 31, 1997 and 1998,
respectively.
(2) As adjusted to reflect the sale of Shares offered hereby and the
anticipated use of the net proceeds therefrom. See "Use of Proceeds."
6
<PAGE>
RISK FACTORS
An investment in the Shares offered hereby is speculative and involves a
high degree of risk. In addition to the other information contained in this
Prospectus, the following risk factors should be considered carefully in
evaluating the Company and its business before purchasing the Shares offered
hereby.
DEPENDENCE ON PRIVATE LABEL RELATIONSHIPS; LACK OF TRADE NAME RECOGNITION
For 1997 and 1996, approximately 75% and 25%, respectively, of the Company's
net sales were derived from product sales to retailers of private label
apparel. All sales made under a private label relationship are made on a
purchase order basis and there are no long-term contracts with respect to any
private label relationships. There can be no assurance that existing private
label relationships will continue in the future or that the Company will be
able to obtain new private label relationships on an ongoing basis, if at all.
If the Company's private label sales were substantially reduced, the Company
would have to seek to offset such reductions through the development and sale
of trade name products, which is not the primary focus of the Company's
business as currently conducted.
DEPENDENCE ON CONTRACT MANUFACTURERS
The Company manufactures substantially all of its knit products, which
accounted for approximately 80% of its product sales in 1997, through third
party contract manufacturers at every stage of production. The balance of the
Company's products consist primarily of (i) woven products of the Company's
design where the Company purchases dyed and printed fabric from suppliers and
then contracts with manufacturers to cut and sew the fabric to produce
finished products and (ii) finished knit and woven products imported from
China and Taiwan. The Company does not have long-term contracts or formal
arrangements with any of its contract manufacturers or suppliers. Competition
for production capacity of apparel manufacturers is significant. Because the
Company does not have long-term contracts for mill production or for the
cutting and sewing of products, the Company competes with other companies for
production capacity. In the event any of the Company's suppliers or
manufacturers are unable or unwilling to produce the Company's products in a
timely manner, the Company would have to rely on other current sources or
identify new contractors. In such event, there can be no assurance that the
Company would be able to switch to such new contractors in a timely manner or
that such contractors would allocate sufficient capacity to the Company in
order to meet its production requirements. Delays in shipments to the Company
or inconsistent or inferior apparel quality as a result of the required switch
to new contractors could adversely affect the Company's relationships with its
customers. While the Company believes that its relationships with its contract
manufacturers are excellent and that alternate sources of manufacturing are
available if the need were to arise, there can be no assurance that the supply
of such alternate facilities would be available on commercially reasonably
terms, if at all. Any substantial delay in locating, or the inability to
locate, acceptable alternate sources of manufacturing could have a material
adverse affect on the Company's business, financial condition and results of
operations. See "Business--Manufacturing."
RISKS ASSOCIATED WITH FOREIGN OPERATIONS
Approximately 60% of the sewing portion of the Company's manufacturing
process occurs in Mexico. Foreign manufacturing is subject to a number of
risks, including transportation delays and interruptions, political and
economic disruptions, tariffs, import and export controls and changes in
governmental policies. These operations could be adversely affected by
political instability in Mexico or other changes in the regulatory climate in
Mexico. However, since Mexico and the United States are both parties to NAFTA,
the Company's operations should not be adversely affected by U.S. or Mexican
changes in tariff or trade policy unless one or both of such parties elected
to violate their agreement. There can be no assurance that trade relations
between Mexico and the United States will not adversely change. If that were
to occur, there can be no guarantee that the Company will be able to locate
and utilize alternatively located facilities on the same cost basis. In
addition, stringent controls, such as review and inspection of fabrics,
samples, specifications, fit and completed garments
7
<PAGE>
and factory visits, must be undertaken in Mexico to ensure the production of
quality products. Although the Company believes that it has instituted such
controls, there can be no assurance that events will not occur in the future
which will result in increased production costs or delays of product
deliveries which, in turn, may result in losses of revenue and goodwill.
Currently, sales of finished garments imported from China and Taiwan
represent, in the aggregate, approximately 15% of the Company's gross sales.
Should the Company wish to increase its sales of imported goods significantly,
such increase will be subject to increased risk, such as political
instability, resulting in the disruption of trade from China and Taiwan and
other foreign countries in which the Company now manufactures or in the future
may manufacture its products and in which the Company now has or in the future
may have suppliers. In addition, the imposition of additional regulations
relating to imports or duties from countries not covered by NAFTA and any
significant decline in the value of the dollar against foreign currencies and
restrictions on the transfer of funds could also adversely affect the Company.
In addition, the Company's import operations are subject to constraints
imposed by bilateral textile agreements between the United States and China.
These agreements impose quotas on the amount and type of goods which can be
imported into the United States from China and are subject to changes in
U.S./Chinese trade policy. Recently there have been a number of trade disputes
between China and the United States during which the United States threatened
to impose tariffs and duties on some products imported from China and to
withdraw China's "most favored nation" trading status. A significant
disruption in the operations of the Company's agents located in China or the
loss of most favored nation trading status for China could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Certain foreign garment manufacturers have been found to operate under
conditions which are commonly referred to "sweat shops," in some cases
employing children in violation of local law or otherwise diverging from labor
practices generally accepted as ethical in the United States. Recently, some
United States distributors have been adversely affected by their association
with such operations. The Company generally requires its suppliers to sign a
policy statement confirming that they do not operate in such conditions. The
Company's quality control representatives visit all clothing factories a
minimum of once a month to confirm compliance with local law and that labor
practices being employed do not diverge from labor practices generally
accepted as ethical in the United States. Nevertheless, the Company does not
control such suppliers or their labor practices. The violation of labor or
other laws by any manufacturer used by the Company, or the divergence of an
independent manufacturer's labor practices from those generally accepted as
ethical in the United States, could result in adverse publicity for the
Company and retailers carrying the Company's products, which, in turn, could
have a material adverse effect on the Company's business, financial condition
or results of operations.
RELIANCE ON KEY CUSTOMERS
The Company's customer base has been and continues to be relatively
concentrated. Sales of the Company's products to each of Charming Shoppes,
Sears and Kmart accounted for approximately 13.4%, 12.1% and 9.4% of gross
sales, respectively, during 1997. In addition, sales of the Company's products
to each of Charming Shoppes, Sears and Cato accounted for 15.9%, 11.8% and
10.3% of gross sales, respectively, during 1996, while sales of the Company's
products to each of Charming Shoppes, Lerner and Cato accounted for 16.0%,
14.9% and 9.6% of gross sales, respectively, during 1995. Based upon
historical and recent results and existing relationships with customers, the
Company believes that a substantial portion of its net sales and gross profits
will continue to be derived from a small number of large customers. There can
be no assurance that the Company's larger customers will continue to place
orders with the Company, that orders by such customers will continue at their
previous levels or that the Company can replace any such lost business. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Merchandising" and "--Backlog."
PRICE AND AVAILABILITY OF RAW MATERIALS
The principal raw materials used in the Company's products are cotton, wool,
rayon and polyester. The price and availability of such raw materials and, in
turn, the yarns used by the Company to manufacture its knit apparel
8
<PAGE>
products and fabrics used by the Company to manufacture its woven and knit
apparel products may fluctuate significantly, depending on a variety of
factors, including crop yields and weather patterns. In the event that the
Company is required to obtain yarn or fabrics from sources other than its
current suppliers, the quality of such raw materials available may also
fluctuate significantly. Fluctuations in the price, availability and quality
of the yarn, fabrics or other raw materials used by the Company could have a
material adverse effect on the Company's cost of sales or its ability to meet
its customers' demands and, as a result, could have a material adverse effect
on the Company's business and results of operations. There also can be no
assurance that the Company will be able to pass along to its customers all, or
any portion of, any future increase in the prices paid for the raw materials
used in the manufacture of the Company's products. See "Business--Operations."
DEPENDENCE ON ACCESS TO CREDIT FACILITIES
Historically, the Company has relied heavily on its access to credit
facilities to fund its operations. While this Offering is expected to lessen
the Company's reliance on its credit facilities, the Company may need access
to such facilities in the future. Substantially all of the Company's assets
are subject to security interests granted by the Company to its lenders. There
can be no assurance that the Company will be able to retain its current access
to credit or successfully obtain alternative sources of credit on commercially
reasonable terms in the future. The failure of the Company to retain current
access to credit or obtain alternative sources of credit on commercially
reasonable terms could adversely effect the Company's business, financial
condition and results of operations.
DEPENDENCE UPON KEY PERSONNEL
The success of the Company is dependent upon the personal efforts and
abilities of Glenn Sands, its President, Chief Executive Officer and principal
stockholder. Prior to the Offering, the Company will enter into an employment
agreement with Mr. Sands for a three year term expiring December 31, 2000. The
Company believes that the loss of the services of Mr. Sands may have an
adverse effect on the Company. The Company maintains key man life insurance on
the life of Mr. Sands in the amount of $18.0 million. See "Management--
Employment Agreements."
In addition, the Company believes that its future success depends upon its
ability to attract and retain qualified personnel. Although the Company has
made additions to its core management team, competition to attract and retain
such personnel within the apparel industry is intense. There can be no
assurance that the Company will be successful in attracting and retaining
high-quality personnel in the future. See "Management."
CONTROL BY PRINCIPAL STOCKHOLDERS
Following the completion of this Offering, Glenn Sands, Scott Pianin and
BancBoston Ventures, Inc. will beneficially own approximately % of the
Company's outstanding Common Stock. See "Principal Stockholders" and "Certain
Transactions." As a result of this stock ownership, Messrs. Sands and Pianin
and BancBoston Ventures, Inc. have sufficient voting power to determine the
direction and policies of the Company, the election of the directors of the
Company, the outcome of any other matter submitted to a vote of stockholders,
and to prevent or cause a change in control of the Company.
RISKS ASSOCIATED WITH SIGNIFICANT GROWTH
During the last three years, the Company has experienced substantial growth
which has strained the Company's administrative and operational resources and
need for working capital. The Company remains vulnerable to a variety of
business risks generally associated with rapidly growing companies. The
Company's past growth cannot be assumed to be indicative of its future results
of operations. Any future growth will require increasing amounts of working
capital and financing, and may place a significant strain on the Company's
management and on its financial information processing systems. In addition,
future growth may depend upon the Company's ability to contract with
additional manufacturers. The failure to obtain additional financing, to
maintain or upgrade its information processing systems, to recruit additional
staff and key personnel, to locate additional contract manufacturers or the
failure to respond effectively to difficulties encountered during expansion
could have a material adverse effect on the Company's business, financial
condition and results of operations.
9
<PAGE>
VARIATIONS IN OPERATING RESULTS; SEASONALITY
The Company has not historically experienced seasonable variations in its
business; instead, the Company typically experiences significant shifts in its
net sales on a customer by customer and quarter by quarter basis. Since most
of the Company's sales are derived from large bulk orders, a change in the
timing of receipt or shipment, or the number of orders received by the
Company, could result in a significant shift in the timing or amount of the
Company's revenues. The Company minimizes the risk of changing fashion trends
and product acceptance by only producing garments in bulk upon receipt of an
order. However, misjudgment by the Company of the market for the products that
it designs may result in decreased sales. In addition, sales of children's
apparel is seasonal with sales reaching their peak during the "back to school"
period. If sales of the Company's children's apparel increases, the Company
may experience greater variations in operating results from quarter to
quarter. The variations in the operating results of the Company's business
affects borrowings under the Company's lines of credit and its level of
backlog, which fluctuate in response to demand for the Company's products.
Therefore, the results of any interim period are not necessarily indicative of
the results that may be achieved for an entire year. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
CYCLICALITY AND TRENDS IN THE APPAREL INDUSTRY
The apparel industry is subject to rapidly changing consumer demands and
preferences. Although the Company focuses on what it believes to be
established and popular products, there can be no assurance that consumers
will continue to favor the products designed and produced by the Company under
private label relationships or its own brands, and a significant shift in
consumer preferences could have a material adverse effect on the Company's
business, financial condition and results of operations. The apparel industry
is a cyclical industry heavily dependent upon the overall level of consumer
spending, with purchases of apparel and related goods tending to decline
during recessionary periods when disposable income is low. A difficult retail
environment could result in downward price pressure which could adversely
impact the Company's gross profit margins. Additionally, all of the Company's
customers are in the retail industry, which industry has experienced
significant changes and difficulties over the past several years, including
consolidation of ownership, increased centralization of buying decisions,
restructuring, bankruptcies and liquidations. While various retailers,
including some of the Company's customers, experienced financial difficulties
in the past few years, thereby increasing the Company's risk of extending
credit to such retailers, the Company's bad debt experience has been
immaterial. However, financial problems of a retailer could cause the
Company's factor to limit the amount of credit extended to such retailer. If
the Company's factor were to impose such limitation, the Company could be
required to curtail business with such retailer or to assume additional credit
risk relating to such customer's receivables. The Company cannot predict what
effect, if any, continued or additional changes within the retail industry
will have on its business, financial condition or results of operations.
COMPETITION
There is intense competition in the apparel industry in general and in the
private label apparel market in which the Company does business. The Company
competes with numerous apparel manufacturers, including brand name and private
label producers, and retailers that have established, or may establish,
internal product development and sourcing capabilities. The Company's products
also compete with a substantial number of designer and non-designer product
lines. Many of the Company's competitors have greater financial, manufacturing
and distribution resources than the Company. Any increased competition from
manufacturers or retailers, or any increased success by existing competition,
could result in reductions in unit sales or prices, or both, which could have
a material adverse effect on the Company's business and results of operations.
See "Business--Competition."
ANTI-TAKEOVER PROVISIONS
The Company's Restated Articles of Incorporation and Restated Bylaws include
provisions that may have the effect of discouraging persons from pursuing a
non-negotiated takeover of the Company and preventing certain changes of
control. Certain of these provisions may also discourage a future acquisition
of the Company
10
<PAGE>
not approved by the Company's Board of Directors in which stockholders might
receive maximum value for their shares or which a substantial number and
perhaps even a majority of the Company's non-management stockholders believe
to be in the best interest of all stockholders. See "Description of Capital
Stock--Certain Provisions of the Company's Certificate of Incorporation and
Bylaws."
IMMEDIATE AND SUBSTANTIAL DILUTION
Purchasers of the Shares offered hereby will experience immediate and
substantial dilution in net tangible book value of $ ( %) per share from the
initial public offering price of $ per share. See "Dilution."
ABSENCE OF DIVIDENDS
The Company does not expect to pay cash or stock dividends on its Common
Stock in the foreseeable future. See "Dividend Policy."
NO PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE; POSSIBLE VOLATILITY
OF SHARE PRICE.
Prior to this Offering, there has been no public trading market for the
Common Stock. Consequently, the initial public offering price of the Shares
has been determined by negotiations between the Company and the
Representatives. See "Underwriting" for a discussion of the factors considered
in determining the initial public offering price. Application has been made
for the Common Stock to be quoted on the Nasdaq National Market. There can be
no assurance that an active trading market in the Common Stock will develop
or, if developed, that it will be sustained. The market price of the Company's
securities following this Offering also may be highly volatile. There have
been periods of extreme fluctuation in the stock market that, in many cases,
were unrelated to the operating performance of, or announcements concerning,
the issuers of the affected securities. Securities of issuers having
relatively limited capitalization or securities recently issued in a public
offering are particularly susceptible to fluctuation based on short-term
trading strategies of certain investors. In addition, the market price of the
Common Stock could fluctuate significantly due to variations in the Company's
anticipated or actual results of operations or conditions in the apparel
industry, in general. Although the initial public offering price of the Shares
reflects the Company's and the Representatives' assessment of current market
conditions, there can be no assurance that the price of the Company's Common
Stock will be maintained following the Offering. See "Underwriting."
SHARES ELIGIBLE FOR FUTURE SALE
The sale of a substantial number of shares of the Company's Common Stock in
the public market after this Offering or the perception that such sales may
occur could adversely affect the market price of the Common Stock. The
shares of Common Stock presently outstanding are "restricted" securities
within the meaning of Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act"), and may be sold under the conditions of such rule,
including satisfaction of certain holding period requirements. Holders of
these shares have executed or are expected to execute agreements pursuant to
which they may not sell or otherwise dispose of their shares for a period of
270 days after the closing of this Offering without the prior written consent
of the Representatives (the "Lock-Up Agreements"). Without considering the
Lock-Up Agreements, shares of Common Stock presently outstanding will
become eligible for sale in the public market in reliance on Rule 144
beginning 90 days after the date of this Prospectus. The sale or availability
for sale of significant quantities of Common Stock could adversely affect the
market price of the Common Stock. See "Shares Eligible for Future Sale."
11
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of Common
Stock offered hereby (at the initial public offering price of $ per share
and after deducting estimated underwriting discounts and commissions and
offering expenses) are estimated to be approximately $ million ($ million
if the Underwriters' over-allotment option is exercised in full).
The Company expects to use all of the net proceeds from the Offering to
repay outstanding indebtedness, including (i) the repayment in full of a term
loan (the "BancBoston Note") from BankBoston, N.A. ($13.6 million as of March
31, 1998), (ii) the repayment in full of a term loan (the "BBV Note") from
BancBoston Ventures, Inc. ($3.0 million as of March 31, 1998), (iii) the
repayment in full of a subordinated note (the "Sands Note") from Glenn Sands
($2.0 million as of March 31, 1998), (iv) the repayment in full of a term loan
(the "CIT Note") from CIT ($750,000 as of March 31, 1998), and (v) the
repayment of a portion of the net amount then outstanding under its accounts
receivable factoring line (the "Factoring Line") with CIT ($6.6 million as of
March 31, 1998). In consideration of the prepayment of the BancBoston Note and
the BBV Note, BBV has agreed to contribute shares of Common Stock to the
capital of the Company.
The BancBoston Note bears interest at the greater of the lender's base rate
or the federal funds effective rate plus 1.25% per annum (9.75% as of March
31, 1998) and is due May 15, 2001. The BBV Note bears interest at 7% per annum
and is due May 15, 2001. The Sands Note bears interest at prime plus 0.5%
(9.0% as of March 31, 1998) and is due January 1, 2000. The CIT Note bears
interest at prime plus 1% (9.5% as of March 31, 1998) and is due November 1,
1998. The Factoring Line bears interest at prime plus 0.5% (9.0% as of March
31, 1998) and expires May 31, 1999. Borrowings under the Factoring Line have
been used for working capital purposes, and after completion of the Offering,
the Company intends to borrow from time to time under the Factoring Line to
meet its working capital needs. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."
DIVIDEND POLICY
Since May 17, 1996, when the Company changed its tax payer status from an S
Corporation to a C Corporation, it has not declared or paid any cash dividends
on its Common Stock and does not anticipate paying any such dividends in the
foreseeable future. The Company intends to retain future earnings, if any, to
fund ongoing operations and future capital requirements of its business.
Additionally, the Factoring Line restricts the Company from paying cash
dividends on its Common Stock, and the Company may in the future enter into
other loan or financing arrangements that restrict the payment of cash
dividends on the Common Stock. See "Management's Discussion and Analysis of
Financial Conditions and Results of Operations--Liquidity and Capital
Resources."
12
<PAGE>
CAPITALIZATION
The following table sets forth the current portion of long-term debt and
capitalization of the Company as of March 31, 1998 (i) on an actual basis and
(ii) as adjusted, giving effect to the sale of shares offered hereby and
the application of the estimated net proceeds therefrom as described under
"Use of Proceeds." This table should be read in conjunction with the Company's
financial statements and the notes thereto, included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1998
------------------
ACTUAL AS ADJUSTED
------ -----------
<S> <C> <C>
Short-term debt(1).......................................... $ $
===== =====
Long-term debt (less current portion)(1).................... $ $
Stockholders' equity (deficiency):
Preferred Stock, $.001 par value; 5,000,000 shares autho-
rized; no shares issued..................................
Common Stock, $.001 par value;
Authorized 35,000,000 shares; issued and outstanding
shares, actual; and shares as adjusted(2)...........
Additional paid-in capital................................
Accumulated deficit.......................................
----- -----
Total stockholders' equity (deficiency).................
----- -----
Total capitalization.................................. $ $
===== =====
</TABLE>
- --------
(1) See Notes 5 and 6 to the Company's Financial Statements for information
concerning the Company's indebtedness.
(2) Does not include (i) shares of Common Stock reserved for issuance upon
exercise of the Representatives' Warrants and (ii) shares of Common
Stock reserved for issuance under the Company's Stock Option Plan, of
which are subject to outstanding options as of the date hereof. See
"Underwriting" and "Management--Stock Option Plan."
13
<PAGE>
DILUTION
The net tangible book value of the Company as of March 31, 1998, was
approximately $ or $ per share of Common Stock. Net tangible book value
per share is equal to the Company's total tangible assets less total
liabilities, divided by the total number of shares of Common Stock
outstanding. After giving effect to the sale of Shares offered hereby at
an assumed initial public offering price of $ per Share (after deducting the
underwriting discount and estimated expenses of this Offering), the pro forma
net tangible book value of the Company as of March 31, 1998, would have been
approximately $ or $ per share. This represents an immediate increase in
pro forma net tangible book value of $ per share to existing stockholders
and an immediate dilution of $ per share ( %) to new investors. Dilution is
determined by subtracting (i) pro forma net tangible book value per share
after this Offering from (ii) the amount of cash paid by a new investor for a
share of Common Stock. The following table illustrates this per share
dilution:
<TABLE>
<S> <C> <C>
Proposed public offering price per share.......................... $
Net tangible book value per share before Offering............... $
Increase per share attributable to new investors................ $
---- -----
Pro forma net tangible book value per share after Offering (1).... $
---- -----
Dilution to new investors......................................... $
==== =====
</TABLE>
- --------
(1) Does not give effect to the issuance of (i) shares of Common Stock upon
exercise of the Representatives' Warrants and (ii) shares of Common
Stock reserved for issuance under the Company's Stock Option Plan, of
which are subject to outstanding options as of the date hereof. See
"Underwriting" and "Management--Stock Option Plan."
The following table sets forth as of March 31, 1998, the number and
percentage of shares purchased, and the amount and percentage of consideration
paid, by existing stockholders for shares of Common Stock purchased from the
Company for cash and by new investors at the assumed initial public offering
price of $ per share (before deduction of the underwriting discount and
estimated offering expenses):
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION(2)
----------------- ------------------------ AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------- -------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Existing Stockholders
(1).................... % $ % $
Public Investors (1).... % % $
------- -------- ----------- -----------
Total................. 100.0% $ 100.0%
======= ======== =========== ===========
</TABLE>
- --------
(1) Does not give effect to the exercise of warrants and options described in
footnote 1 to the immediately preceding table.
(2)Does not reflect deduction of the underwriting discount or estimated
Offering expenses.
14
<PAGE>
SELECTED FINANCIAL DATA
The selected financial data of the Company presented below as of December
31, 1993, 1994, 1995, 1996 and 1997, and March 31, 1998, and for the years
ended December 31, 1993, 1994, 1995, 1996 and 1997, and for the three months
ended March 31, 1997 and 1998, have been derived from the consolidated
financial statements of the Company. The consolidated financial statements as
of December 31, 1997, and for the year then ended have been audited by Arthur
Andersen LLP, independent public accountants, and the consolidated financial
statements as of December 31, 1993, 1994, 1995 and 1996, and for each of the
four years then ended have been audited by Friedman Alpren & Green LLP,
independent public accountants. The financial statements as of March 31, 1998,
and for the three months ended March 31, 1997 and 1998, have been derived from
the unaudited consolidated financial statements of the Company, which have
been prepared on the same basis as the audited financial statements, and in
the opinion of management, reflect all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of such data. The
historical results of operations for the three months ended March 31, 1998 are
not necessarily indicative of the results that may be expected for any future
period. The financial data set forth below is qualified by reference to, and
should be read in conjunction with, the Company's Consolidated Financial
Statements and the notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained elsewhere in this
Prospectus.
CONSOLIDATED INCOME DATA (IN THOUSANDS EXCEPT SHARE DATA):
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------------- ----------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $72,924 $51,930 $67,317 $78,706 $87,957 $16,735 $16,448
Cost of sales........... 55,773 39,015 50,669 62,902 70,610 13,438 12,714
------- ------- ------- ------- ------- ------- -------
Gross profit.......... 17,151 12,915 16,648 15,804 17,347 3,297 3,734
Operating expenses...... 7,912 7,233 9,253 14,230 12,519 2,918 2,570
------- ------- ------- ------- ------- ------- -------
Income from operations.. 9,239 5,682 7,395 1,574 4,828 379 1,164
Factor and financing
costs.................. 923 417 1,047 3,245 4,743 1,067 1,138
------- ------- ------- ------- ------- ------- -------
Income (loss) before
income tax provision
(benefit)............ 8,316 5,265 6,348 (1,671) 85 (688) 26
Income tax provision
(benefit).............. 564 292 253 (15) 60 -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss)..... $ 7,752 $ 4,973 $ 6,095 $(1,656) $ 25 $ (688) $ 26
======= ======= ======= ======= ======= ======= =======
Net income (loss) per
share.................. $ $ $ $ $ $ $
======= ======= ======= ======= ======= ======= =======
Weighted average number
of shares outstanding..
======= ======= ======= ======= ======= ======= =======
PRO FORMA NET INCOME
DATA (IN THOUSANDS EX-
CEPT PER SHARE DATA)
(UNAUDITED) (1)
Income before income tax
provision, as report-
ed..................... $ 8,316 $ 5,265 $ 6,348
Pro forma income tax
provision.............. 3,576 2,264 2,730
------- ------- -------
Pro forma net income.. $ 4,740 $ 3,001 $ 3,618
======= ======= =======
Pro forma basic and di-
luted net income per
share.................. $ $ $
======= ======= =======
Pro forma weighted aver-
age shares outstand-
ing....................
======= ======= =======
</TABLE>
- --------
(1) Reflects pro forma provision for income taxes as if the Company had been a
C Corporation for Federal and state income tax purposes during 1993, 1994
and 1995.
15
<PAGE>
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS):
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1998
---------------------------------------- -------------------------
ACTUAL
----------------------------------------
1993 1994 1995 1996 1997 ACTUAL AS ADJUSTED (1)
------- ------ ------ -------- -------- -------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Working capital (defi-
cit)................... $ 5,167 $4,902 $5,606 $ (629) $ 444 $ 527 $
Total assets............ 11,464 9,444 9,961 12,976 15,383 19,392
Total debt, including
due to factor.......... -- -- -- 22,288 24,839 25,977
Stockholders' equity
(deficiency)........... 5,492 5,155 5,840 (15,843) (15,818) (15,793)
======= ====== ====== ======== ======== ======== ===
</TABLE>
- --------
(1) As adjusted to reflect the sale of Shares offered hereby and the
application of the net proceeds therefrom. See "Use of Proceeds."
16
<PAGE>
PRO FORMA INFORMATION
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
The unaudited Pro Forma Consolidated Statements of Operations represent the
historical results of operations of the Company for the year ended December
31, 1997, and the three months ended March 31, 1997 and 1998, adjusted to
reflect a reduction in interest expense and amortization of debt issuance
costs following the use of approximately $27.0 million of net proceeds of the
Offering to repay indebtedness as if such transactions had occurred at the
beginning of such periods. The Pro Forma Consolidated Statements of Operations
are not necessarily indicative of what the Company's results of operations
would have been had such transactions occurred at the beginning of such period
(see note 2 below). The Company expects to recognize an extraordinary gain on
the early retirement of certain debt to be repaid from the proceeds of this
Offering totaling approximately $ .
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, 1997 MARCH 31, 1997 MARCH 31, 1998
-------------------------------- --------------------------------- --------------------------------
AS ADJUST- PRO AS ADJUST- PRO AS ADJUST- PRO
REPORTED MENTS FORMA(4) REPORTED MENTS FORMA(4) REPORTED MENTS FORMA(4)
-------- ------- -------- -------- ------- --------- --------- ------- --------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales................. $87,957 $ -- $87,957 $16,735 $-- $16,735 $16,448 $-- $16,448
Cost of Sales............. 70,610 -- 70,610 $13,438 -- 13,438 12,714 -- $12,714
------- ------ ------- ------- ---- ------- ------- ---- -------
Gross Profit............. 17,347 -- 17,347 3,297 -- 3,297 3,734 -- 3,734
Operating expenses:
Selling, shipping general
and administrative...... 12,519 -- 12,519 2,918 -- 2,918 2,570 -- 2,570
------- ------ ------- ------- ---- ------- ------- ---- -------
Operating income......... 4,828 4,828 379 379 1,164 1,164
Factoring and
Financing Costs......... 4,743 (3,300)(1)(2) 1,443 1,067 (742)(1)(2) 325 1,138 (635)(1)(2) 503
------- ------ ------- ------- ---- ------- ------- ---- -------
Income (loss) before
income taxes............ 85 3,300 3,385 (688) 742 54 26 635 661
Income taxes.............. 60 1,110(3) 1,170 -- -- -- -- 89(3) 89(1)
------- ------ ------- ------- ---- ------- ------- ---- -------
Net income (loss)..........$. 25 $2,190 $ 2,215 $ (688) $742 $ 54 $ 26 $546 $ 572
======= ====== ======= ======= ==== ======= ======= ==== =======
Basic and diluted net in-
come (loss) per share.... $ $ $ $ $ $
======= ======= ======= ======= ======= =======
Weighted average shares
outstanding..............
======= ======= ======= ======= ======= =======
</TABLE>
- -------
(1) Reflects the elimination of the amortization of debt issuance costs which
will be written off in connection with the repayment of debt. The original
assigned value of debt issuance costs was approximately $1.3 million and
such costs were being amortized on a straight-line basis over the terms of
the related debt. See "Use of Proceeds."
(2) Reduction of interest expense related to the repayment of $27.0 million of
indebtedness as of the beginning of each period presented and the
utilization of the remaining net proceeds to fund seasonal cash needs
during the periods presented. Interest expense has also been reduced to
utilize actual principal and interest payments on debt to be repaid with a
portion of the proceeds of this Offering to reduce borrowings outstanding
under the Company's factoring agreement. See "Use of Proceeds."
(3) Calculation of pro forma income tax provisions.
(4) The pro forma information has not been adjusted to reflect an expected
extraordinary gain on the early retirement of certain debt to be prepaid
from the proceeds of this Offering. The extraordinary gain primarily
results from the contribution of shares of the Company's Common Stock
(valued at $ per share) by BancBoston Ventures, Inc. as consideration
for the early repayment of debt due to BancBoston Ventures, Inc. and
BankBoston, N.A. The extraordinary gain has been reduced by the expensing
of approximately $ of the unamortized portion of deferred financing
costs related to the above debt to be prepaid. Had such extraordinary
gains, net of taxes of $ , $ and $ for the year ended December 31,
1997 and for the three months ended March 31, 1997 and 1998, respectively,
been reflected, the Company would have had pro forma net income of $ ,
$ and $ for the year ended December 31, 1997 and for the three months
ended March 31, 1997 and 1998, respectively.
17
<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEET
The unaudited Pro Forma Consolidated Balance Sheet at March 31, 1998, is
adjusted to reflect the issuance of shares of Common Stock at an initial
public offering price of $ per share and the application of approximately
$ of net proceeds of this Offering to repay debt.
<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------------------
AS REPORTED ADJUSTMENTS (1)(2) PRO FORMA
----------- ------------------ ---------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents, including
restricted cash equivalents.......... $ 209 $ $
Receivables, net...................... 274
Merchandise inventories............... 14,776
Prepaid Expenses...................... 1,953
-------- ---- ----
Total current assets................ 17,212
Property and equipment................ 389
Other assets.......................... 1,791
-------- ---- ----
$ 19,392 $ $
======== ==== ====
LIABILITIES AND STOCKHOLDERS'
EQUITY(DEFICIENCY)
Current portion of long term debt..... $ 850 $ $
Accounts payable...................... 8,902
Due to Factor......................... 6,628
Accrued expenses and other liabili-
ties................................. 305
-------- ---- ----
Total current liabilities........... 16,685
Long-term debt, excluding current por-
tion................................. 18,500
Stockholders' equity (deficiency)..... (15,793)
-------- ---- ----
$ 19,392 $ $
======== ==== ====
</TABLE>
- --------
(1) Estimated net proceeds from the sale of shares of Common Stock used to
repay long-term debt, factor borrowings and related accrued interest. See
"Use of Proceeds."
(2) Unamortized debt issuance costs written off in connection with the
repayment of outstanding debt following the Offering.
18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
financial statements and notes thereto appearing elsewhere in this Prospectus.
In addition to the historical information contained herein, the discussion in
this Prospectus contains certain forward-looking statements that involve risks
and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Prospectus
should be read as applicable to all forward-looking statements wherever they
appear in this Prospectus. The Company's actual results could differ
materially from those discussed herein. See "Special Note Regarding Forward
Looking Statements." Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in this section
and in "Risk Factors."
OVERVIEW
The Company provides an extensive line of high-quality women's and
children's clothing in the moderate price category to major retailers,
primarily for sale under private labels. In 1997, approximately 80% of the
Company's sales were of knit products. The Company has been able to achieve
attractive profit margins on its knit products by controlling all aspects of
the production process. The Company believes that it differentiates itself by
entering the knit garment production process at the fabric design and creation
phase, unlike many of the Company's competitors who enter the garment
production process later by purchasing finished fabrics. The Company believes
that control over the knit production process enables it to capitalize on its
design and garment production expertise to produce quality apparel for its
customers on shorter lead times and at higher profit margins than its
competitors. In addition to knit products, the Company also produces (i) woven
products of the Company's design where the Company purchases dyed and printed
fabric and then controls all cutting, sewing and finished goods production and
(ii) imported finished knit and woven products. The Company's products are
sold nationwide through department and specialty store chains, including The
Limited Group, Charming Shoppes (Fashion Bug), Kohl's, Goody's and Sears; mass
merchants, including Kmart and Wal-Mart; and wholesale clubs, including
Price/Costco.
In 1996, the Company made a strategic decision to shift a substantial
portion of its sewing production from the United States to Mexico where the
Company believes that pricing from contract manufacturers is more favorable
due to lower Mexican labor costs compared to U.S. labor costs. Although the
shift to Mexico for certain of the Company's production has increased the
length of the Company's inventory production and turn cycle, the Company
believes that its shift of sewing production to Mexico allows the Company to
maintain its competitive product pricing and attractive profit margins. The
Company estimates that approximately 25% of its knit sewing production was
performed by contract manufacturers in Mexico in 1997 and that approximately
60% of knit production is currently performed in Mexico. The Company realized
gross profit margins of 22.7% for the first quarter of 1998 compared to 19.7%
for the first quarter of 1997, largely as a result of utilizing lower cost
Mexican contract sewing.
In the fourth quarter of 1997, the Company decided to restructure its
children's division, which consisted of (i) the discontinuation of certain of
the children's division's basic commodity products which have traditionally
provided the Company with lower gross margins, (ii) the reduction of
management personnel employed by the children's division and (iii) the use of
Mexican contract manufacturing for certain portions of the production process.
The restructuring of the children's division resulted in a reduction in sales
to $16.4 million for the first quarter of 1998 compared to $16.7 million for
the first quarter of 1997. Gross profit margins for the same periods, however,
increased to 22.7% from 19.7%. This increase in gross profit margin was
primarily attributable to the Company's restructuring of its children's
division. As part of the restructuring of the children's division, the Company
also reduced production and design management personnel in 1997, which
contributed to an increase in operating margin to 5.5% for 1997 compared to
2.0% for 1996 and an increase to 7.1% for the first quarter of 1998 compared
to 2.3% for the first quarter of 1997. The Company's reduction in management
personnel, coupled with its shift in sewing production to Mexico (for its
ladies' and children's products), have contributed to the Company's lower
operating expense for 1997 and the first quarter of 1998.
19
<PAGE>
In May 1996, the Company completed a leveraged recapitalization (the
"Recapitalization") whereby the Company borrowed an aggregate of $18.0 million
from BankBoston, N.A and BBV. Substantially all of the proceeds from these
loans were used to repurchase the stock holdings of a former stockholder of
the Company and for a distribution to the Company's then remaining
stockholder, Glenn Sands, the Company's President and Chief Executive Officer.
The Recapitalization was undertaken to consolidate management control under
the Company's current President and Chief Executive Officer, Glenn Sands. In
connection with the Recapitalization, BBV acquired an equity interest in the
Company. See "Principal Stockholders." The addition of $18.0 million of debt
incurred in connection with the Recapitalization in May 1996 increased the
Company's factor and financing costs from approximately $1.0 million in 1995
to $3.2 million and $4.7 million in 1996 and 1997, respectively. The Company
believes that its incurrence of additional debt in connection with the
Recapitalization, coupled with the increase in inventory turn time as a result
of shifting certain of the Company's contract manufacturing to Mexico, have
also constrained the Company in its ability to grow as (i) the financing of
orders under its receivables factoring arrangements have been limited due to
the Company's higher debt levels and (ii) order production cycles under such
factoring arrangements have lengthened (extending the length of time such
related debt remains outstanding) due to the use of Mexican contract
manufacturers. The Company intends to pay down its outstanding debt incurred
in connection with the Recapitalization with the proceeds of the Offering. See
"Use of Proceeds."
RESULTS OF OPERATIONS--RATIOS
The following tables set forth, for the periods indicated, certain items for
the Company's Statements of Operations presented as a percentage of revenues.
The operating results for any period are not necessarily indicative of results
that can be expected for any future period.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------- --------------------
1995 1996 1997 1997 1998
------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales..................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold............ 75.3% 79.9% 80.3% 80.3% 77.3%
------- ------- ------- --------- ---------
Gross profit.................. 24.7% 20.1% 19.7% 19.7% 22.7%
Operating expense............. 13.7% 18.1% 14.2% 17.4% 15.6%
------- ------- ------- --------- ---------
Income from operations........ 11.0% 2.0% 5.5% 2.3% 7.1%
Factoring and financing
costs........................ 1.6% 4.1% 5.4% 6.4% 6.9%
------- ------- ------- --------- ---------
Income (loss) before income
tax (benefit) provision...... 9.4% (2.1%) 0.1% (4.1%) 0.2%
======= ======= ======= ========= =========
</TABLE>
RESULTS OF OPERATIONS
First Quarter 1998 Compared to First Quarter 1997
Net sales for the first quarter 1998 were $16.4 million, compared to $16.7
million for the first quarter 1997, a decrease of $287,000 or 1.7%. Sales in
the children's division decreased approximately $3.8 million due to the
Company's decision in late 1997 to discontinue certain less profitable product
lines. As of March 31, 1998, backlog in the children's division was $7.0
million, compared with $5.0 million as of March 31, 1997. The decrease in
children's division net sales was substantially offset by an increase in
ladies' sportswear sales of $3.5 million due to expanded lines and an increase
in the number of customers.
Gross profit increased to $3.7 million, or 22.7% of net sales for the first
quarter 1998, compared to $3.3 million or 19.7% of net sales for the first
quarter 1997. This increase in gross profit margin as a percentage of sales
was primarily due to the substantial increase in the utilization of Mexican
contractors whose pricing to the Company reflects lower labor costs in Mexico
relative to United States labor costs and, to a lesser extent, the
discontinuation of certain less profitable children's lines.
20
<PAGE>
Operating expenses decreased to $2.6 million, or 15.6% of net sales for
first quarter 1998, from $2.9 million, or 17.4% of net sales for first quarter
1997. The decrease resulted primarily from a reduction in officers'
compensation of approximately $400,000. During 1998, the Company's President
agreed to an amendment to his employment agreement which resulted in the lower
compensation expense.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Net sales were $88.0 million in 1997, compared to $78.7 million in 1996,
representing an increase of $9.3 million or 11.8%. This increase was primarily
due to an increase in sales of ladies' woven sportswear products and an
increase in children's division sales in 1997, partially offset by a slight
decrease in ladies' knit sportswear sales.
Gross profit increased to $17.3 million, or 19.7% of net sales in 1997,
compared to $15.8 million, or 20.1% of net sales in 1996. This decrease in
gross profit as a percentage of net sales was primarily due to children's
division sales, which sales carried a lower gross profit margin due to the
nature of the products sold and which products carried higher costs due to the
exclusive use of domestic contractors.
Operating expenses decreased to $12.5 million in 1997, compared to $14.2
million in 1996, representing a decrease of $1.7 million. This decrease was
due primarily to a buy-out of a former owner and officer of the Company during
1996 in connection with the Recapitalization and the elimination of
compensation related thereto, partially offset by an increase in selling
commissions earned in 1997.
Factoring and financing costs increased to $4.7 million in 1997, compared to
$3.2 million in 1996. The increase of $1.5 million was primarily due to
interest expense incurred of approximately $550,000 related to the
Recapitalization. The balance of the increase was attributable to an increase
in factoring costs due to increased sales.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Net sales were $78.7 million in 1996, compared to $67.3 million in 1995,
representing an increase of 16.9%. This increase was primarily due to an
increase in net sales of $5.9 million attributable to the newly created
children's division and an increase in net sales of $7.0 million attributable
to the Company's woven products division.
Gross profit decreased to $15.8 million, or 20.1% of net sales in 1996,
compared to $16.6 million, or 24.7% of net sales in 1995. Reduced gross profit
margins were a result of competitive pricing related to off-shore production
utilized by certain of the Company's competitors. This industry trend required
management to evaluate various off-shore production alternatives prior to
management's decision to move certain portions of manufacturing to Mexico.
Thus, this decrease was primarily due to the Company's decision to maintain
its market share by reducing its prices while evaluating off-shore production
alternatives.
Operating expenses increased to $14.2 million in 1996, compared to $9.3
million in 1995, representing an increase of $4.9 million. This increase was
primarily due to increased officer compensation and selling and shipping
costs.
Factoring and financing costs increased to $3.2 million in 1996, compared to
$1.0 million in 1995. The increase of $2.2 million was due to interest expense
related to the Recapitalization and, to a lesser extent, increased factoring
costs due to increased sales.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically met its cash requirements through cash flow
from operations, borrowings from various lenders, including affiliates, and
factoring of its accounts receivable and letters of credit under the Factoring
Line. After application of the net proceeds to the Company from the sale of
the Shares offered hereby to repay indebtedness, the Company expects that the
only indebtedness outstanding will be approximately $ under the Factoring
Line (or $ if the Underwriters' over-allotment is exercised in full). See
"Use of
21
<PAGE>
Proceeds." The Company intends to borrow from time to time under the Factoring
Line to meet its working capital needs. Due to the cyclical nature of its
sales, the Company's working capital requirements peak during the second and
third quarters.
The addition of $18.0 million of debt incurred in connection with the
Recapitalization in May 1996 increased the Company's factor and financing
costs from approximately $1.0 million in 1995 to $3.2 million and $4.7 million
in 1996 and 1997, respectively. The Company believes that its incurrence of
additional debt in connection with the Recapitalization, coupled with the
increase in inventory turn time as a result of shifting certain of the
Company's contract manufacturing to Mexico, have also constrained the Company
in its ability to grow as (i) the financing of orders under its receivables
factoring arrangements have been limited due to the Company's higher debt
levels and (ii) order production cycles under such factoring arrangements have
lengthened (extending the length of time such related debt remains
outstanding) due to the use of Mexican contract manufacturers. The Company
intends to pay down its outstanding debt incurred in connection with the
Recapitalization with the proceeds of the Offering. See "Use of Proceeds."
The Company's Factoring Line permits daily working capital borrowings of
90.0% of accounts receivable (non-recourse), plus 50.0% of letters of credits
outstanding issued by the Company not to exceed $10.0 million. The outstanding
debt is collateralized by the Company's inventory, receivables and is
personally guaranteed by Glenn Sands, the Company's President and Chief
Executive Officer. The Factoring Line expires on May 31, 1999, and is subject
to annual renewal. Borrowings are subject to a monthly processing charge equal
to 0.7% on gross sales up to $25 million, 0.65% on gross sales between $25
million and $75 million and 0.6% of gross sales over $75 million. In addition,
an interest charge is applied on the total outstanding debt equal to prime
plus 0.5% or 9.0% at December 31, 1997. At March 31, 1998, the Company had a
net outstanding balance of $6.6 million under the Factoring Line.
The Company anticipates that it will be able to satisfy its cash
requirements including its expected growth for the next 12 months, primarily
with cash flow from operations and borrowings under the Factoring Line.
YEAR 2000 COMPLIANCE
The Company is currently in the process of evaluating its information
technology for Year 2000 compliance. The Company does not expect that the cost
to modify its information technology infrastructure to be Year 2000 compliant
will be material to its financial condition or results of operations. The
Company does not anticipate any material disruption in its operations as a
result of any failure by the Company to be in compliance. The Company has
purchased new information technology platforms which, among other things, are
Year 2000 compliant. Hardware and software costs will be capitalized by the
Company and all other costs associated with Year 2000 compliance will be
expensed as incurred. The Company has had discussions with its customers and
vendors and although the Company believes that the information systems of its
major customers and vendors (insofar as they relate to the Company's business)
comply with Year 2000 requirements, there can be no assurance that the Year
2000 issue will not affect the information systems of such customers and
vendors as they relate to the Company's business, or that any such impact on
such customers; and vendors' information systems would not have a material
adverse effect on the Company's business, financial condition or results of
operations.
INFLATION
Inflation is not expected to have a significant impact on the Company's
business.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 131 ("SFAS 131"),
"Disclosures About Segments of an Enterprise and Related Information,"
introduces a new model for segment reporting, called the "management
approach." The management approach is based on the way that management
organizes segments within a company for making operating decisions and
assessing performance. Reportable segments can be based on
22
<PAGE>
products and services, geography, legal structure, management structure--any
manner in which management disaggregates a company. The management approach
replaces the notion of industry and geographic segments in current accounting
standards. SFAS 131 is effective for fiscal years beginning after December 15,
1997. However, SFAS 131 need not be applied to interim statements in the
initial year of application. SFAS 131 requires restatement of all prior period
information reported. The Company intends to adopt this standard when required
and is in the process of determining the effect of SFAS 131 on the Company's
financial statement disclosures.
In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." The statement is intended to eliminate the diversity in
practice in accounting for internal-use software costs and improve financial
reporting. The statement is effective for fiscal years beginning after
December 15, 1998. The Company is in the process of determining the effect of
this statement on the Company's consolidated financial position and results of
operations.
23
<PAGE>
BUSINESS
GENERAL
The Company provides an extensive line of high-quality women's and
children's clothing in the moderate price category to major retailers,
primarily for sale under private labels. In 1997, approximately 80% of the
Company's sales were of knit products. The Company has been able to achieve
attractive profit margins on its knit products by controlling all aspects of
the production process. The Company believes that it differentiates itself by
entering the knit garment production process at the fabric design and creation
phase, unlike many of the Company's competitors who enter the garment
production process later by purchasing finished fabrics. The Company believes
that control over the knit production process enables it to capitalize on its
design and garment production expertise to produce quality apparel for its
customers on shorter lead times and at higher profit margins than its
competitors. In addition to knit products, the Company also produces (i) woven
products of the Company's design where the Company purchases dyed and printed
fabric and then controls all cutting, sewing and finished goods production and
(ii) imported finished knit and woven products. The Company's products are
sold nationwide through department and specialty store chains, including The
Limited Group, Charming Shoppes (Fashion Bug), Kohl's, Goody's and Sears; mass
merchants, including Kmart and Wal-Mart; and wholesale clubs, including
Price/Costco.
INDUSTRY
Apparel Sales Growth. According to the NPD Group, Inc., a retail industry
research firm, the U.S. apparel industry totaled approximately $170.0 billion
in retail sales in 1997. The industry grew approximately 2.2%, 5.8% and 4.9%
in 1995, 1996 and 1997, respectively. According to the Apparel and Footwear
Industry Survey, small brands and private label goods accounted for
approximately 70% of U.S. wholesale apparel sales while national brands
accounted for approximately 30% of U.S. wholesale apparel sales in 1997.
According to research from the NPD Group, Inc. reported in Women's Wear Daily
in 1997, women's apparel accounted for approximately 53% of all U.S. apparel
sales, while children's clothing accounted for approximately 17% of all U.S.
apparel sales. The U.S. children's apparel industry increased in market size
from $24.7 billion in 1994 to approximately $28.9 billion in 1996, a 17%
increase.
Trend Toward Casual Dress. The Company believes there is a growing trend in
the United States toward casual dress, as reflected in the growing number of
companies which have implemented policies such as "dress-down Fridays," and
the increasing number of people who work at home. In addition, the Company
believes that outside of the workplace, social activities are focusing on a
more casual lifestyle. The Company also believes that in recent years, apparel
consumers have become more cost conscious and are bypassing premium or
designer products in favor of more casual, moderately-priced products.
Trend Toward Private Label Apparel. The Company believes that there is a
growing trend, on the part of both retailers and consumers, toward private
label apparel. Private label apparel bears the retailer's own name or a
proprietary brand name exclusive to the retailer. Producers are able to sell
these garments to retailers at lower wholesale prices due to certain economies
of scale, including lower advertising and promotional costs, lack of brand
name license fees and royalties, and the absence of "markdown" and other risks
and expenses customary in the brand-name apparel industry. As a result of the
lower wholesale prices, private label apparel generally provides higher
margins for the retailer than brand name or designer products. Industry sales
of small brands and private label apparel represented approximately 70% of
total U.S. apparel sales in 1997. The Company believes that this shift is due
primarily to the education of consumers and retailers as to the benefits of
private label products. The Company believes increasing numbers of consumers
regard private label products as less expensive than brand name products, but
of equal or better quality. This increase in consumer demand for private label
garments, coupled with retailers' demands for higher margins, has resulted in
retailers, allocating more space to private label products.
Trend Toward Retail Consolidation. Over the last few years, the retail
apparel industry has been consolidating. This consolidation has produced
larger retailers and department stores that, on an individual basis, demand
larger quantities of high-quality products from their suppliers.
24
<PAGE>
OPERATING STRATEGY
The Company's operating strategy consists of the following key elements:
Produce Only on a Firm Commitment Basis. The Company purchases raw materials
and produces goods only upon receipt of a firm commitment from a customer.
Once a product is shipped to a customer, the Company generally does not accept
returns unless the product is defective or delivered late. These practices
minimize the Company's need to carry unsold inventories.
Focus on an "Updated Basics" Product Line. The Company's products are
updated versions of basic, recurring styles which have a proven record of
sales success and which the Company believes are less susceptible to fashion
obsolescence and less seasonal in nature than fashion styles. The Company
regularly updates these proven styles to reflect current fashion trends which
it believes enhances sales by providing its product line a new and fresh look.
In addition, the Company believes this practice also allows it to capitalize
on higher profit margins associated with updated basics apparel products
compared to those of more generic apparel products priced on a commodity
basis.
Maintain Control Over the Entire Production Process. The Company is able to
provide superior customer service and achieves attractive profit margins by
controlling the entire production process of its knit products. By controlling
the production process, the Company has the ability to tailor products to a
customer's specific needs, offer customers rapid order turn around time,
maintain flexible scheduling unconstrained by a finite production capacity,
maximize fabric yields by knitting fabrics to the Company's own specifications
and maintain higher standards of quality control.
Outsource Manufacturing. The Company does not own any manufacturing
facilities except for a limited in-house cutting facility located within its
warehouse in North Bergen, New Jersey. The Company maintains cost-efficiency
and flexibility by outsourcing at nearly all stages of production to the
lowest cost provider able to maintain the Company's timing and quality
requirements. Outsourcing allows the Company to respond quickly to changing
production requirements, while eliminating the significant capital investment
requirements and potential labor problems and other risks associated with
maintaining manufacturing facilities and a manufacturing workforce.
Provide Value to Customers. The Company emphasizes developing long-term
relationships with its customers through providing a high level of customer
service. The Company seeks to capitalize on its knowledgeable and experienced
sales force by maintaining regular interaction with its customers to gain a
thorough understanding of which products will meet their particular needs. In
addition, each sales person is responsible for all aspects of a customer's
needs, including design assistance, the development and approval of product
samples, timely production and delivery of finished products and regular order
status updates. The Company also provides its customers with competitive
market intelligence gathered through discussions with its contract
manufacturers and its other customers. By integrating its sales force, design
capabilities and manufacturing capabilities, the Company's customers receive
up-to-date, high-quality products at competitive prices.
GROWTH STRATEGY
A number of industry trends currently exist that the Company believes will
increase demand for apparel products. First, the Company believes that
increasing numbers of consumers regard private label products as less
expensive than brand name products, but of equal or better quality. Retailers
also find private label products attractive as they provide higher profit
margins than brand name products. Second, the Company also believes that there
has been a trend in recent years toward the purchase of casual, moderately
priced apparel, driven by the popularity of casual dress-down Fridays and
increasing numbers of casual social activities. Third, in recent years there
has also been significant growth in the children's apparel market. Finally,
the Company believes, that the general consolidation of major retailers and
department stores has created a preference among retailers for doing business
with a limited number of large, well-capitalized suppliers that can provide
large product volumes quickly and efficiently. The Company believes its focus
on casual, moderately priced, private label apparel for
25
<PAGE>
women and children positions it to capitalize on these trends. The Company
intends to grow its business by pursuing the following strategies:
Expand the Company's Customer Base. The Company intends to leverage its
proven track record of sales success, reputation for quality products and
superior customer service to expand its customer base. The Company utilizes
such qualities to establish test programs whereby new customers can evaluate
the quality of the Company's products and sales success before placing large
orders. In addition, the Company's sales force places great importance on
maintaining its relationships with individual buyers as a way of gaining entry
to new customers if such buyers change employers.
Increase Sales to Existing Customers. The Company seeks to increase sales to
existing customers by expanding sales to individual buyers of additional
products within a particular product line and selling to additional buyers
within the same organization. Certain of the Company's customers began their
relationship with the Company by purchasing only one of the Company's
products. Since these initial purchases, the Company has been able to expand
its sales to such customers to multiple products and often to multiple lines.
This strategy has enabled the Company to expand its product sales to its
existing customers over time. In addition, retailers typically employ a number
of buyers who focus on different product lines including, among other things,
types of fabric, gender and product sizes. To capitalize on this industry
dynamic, the Company seeks to leverage its strong relationships with
individual buyers to gain access to additional buyers of different product
lines within the same organization. The Company aggressively pursues these
cross-selling opportunities by offering, for example, woven bottoms to
customers which currently purchase only knit tops. The Company's broad product
line enables it to pursue many of these cross-selling opportunities.
Expand Ladies' Product Offerings. The Company seeks to increase sales to
customers by offering ladies' products in categories outside of the Company's
traditional knit product offerings. The Company has already begun expansion of
its ladies woven product line from pants to skirts, tops, shorts and jumpers.
Sales of the Company's woven products increased from $8.2 million in 1996 to
$16.2 million in 1997. Additionally, the Company is seeking to develop other
ladies' lines such as sweaters and to import moderately priced finished goods.
The Company's goal is to be considered by its customers as providing a "one-
stop shopping" opportunity, where such customers can easily and quickly fill
all of their buying needs.
Expand Children's Apparel Division. The Company commenced selling children's
apparel in 1995. Since that time, revenues from the sale of children's apparel
have grown from $6.6 million in 1995 to $17.8 million in 1997. In the last
quarter of 1997, the Company made the strategic decision to discontinue its
lines of children's basic, commodity products in favor of developing new
children's lines utilizing the Company's "updated basics" strategy. In this
connection, the Company hired a new management team and additional personnel
for its children's division. The Company believes that its updated products
will differentiate it from typical children's apparel producers and has
already begun to realize sales growth and gross margin improvement from its
new lines currently in production. The Company will seek to expand product
offerings in its updated basics children's line.
Pursue Select Acquisitions. The Company may, from time to time on an
opportunistic basis, acquire apparel companies with significant private label
business and/or underdeveloped apparel brands or licensed trademarks. The
Company will primarily focus on acquisition candidates that provide the
Company with certain operational or manufacturing synergies in order to
realize enhanced economies of scale in the Company's sales and production
processes.
PRODUCTS
The Company provides an extensive line of high-quality women's and
children's clothing in the moderate price category. The Company's products are
updated versions of basic, recurring styles which have a proven record of
sales success with its customers and that the Company believes are less
susceptible to fashion obsolescence and less seasonal in nature than fashion
styles. The Company employs merchandisers and designers to regularly update
these basic styles to reflect current fashion trends by using new color
schemes, fabrics, decorative trim and by incorporating nuances of existing
popular styles.
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The Company has developed an extensive product line in its primary market,
ladies' casual wear, which includes knit tops, bottoms, related separates,
dresses and short sets, and woven (e.g., corduroy, twill, denim) bottoms,
jumpers, dresses, coordinates, short sets and tops. In addition to its
standard production garments, the Company also produces, on a limited basis,
custom designed merchandise for certain of its customers. The Company believes
its product line diversity and custom design capabilities provide a
competitive advantage because it makes the Company a "one-stop shop" for its
customers whereby an individual buyer can purchase substantially all the
products necessary to complete its private label line without having to shop
additional suppliers. In addition to the Company's existing knit product
lines, which accounted for approximately 80% of the Company's sales in 1997,
the Company expanded its product offerings to include ladies' woven bottoms
and children's apparel in 1995. Since 1995, the Company has expanded its
ladies woven products to also include tops, shorts, overalls and jumpers.
Sales of the Company's woven products increased from $8.2 million in 1996 to
$16.2 million in 1997.
The Company began selling children's knit apparel in 1995. Since that time,
revenues from children's apparel sales have grown from $6.6 million in 1995 to
$17.8 million in 1997. In order to increase profit margins on growing sales of
children's apparel, the Company hired a new management team and additional
personnel for its children's division in the first quarter of 1998. The new
management team has focused on developing new children's lines utilizing the
Company's "updated basics" strategy instead of continuing to offer commodity
basic goods as the children's division had done prior to 1998. Such updated
basics have typically enabled the Company to achieve higher profit margins on
its product lines. The Company sells its products primarily under private
labels; however, the Company also sells a limited number of products under its
own labels. During 1997, approximately 75% and 25% of the Company's products
were sold under private labels and the Company's proprietary brand names,
respectively.
CUSTOMERS
The Company's products are sold nationwide in an estimated 11,000 stores
operated by approximately 154 department and specialty store chains, mass
merchandisers, and other retail outlets. For the year ended December 31, 1997,
sales to department and specialty stores accounted for approximately 79.5% of
the Company's net sales, while sales to mass merchandisers, wholesale clubs
and mail order catalogues accounted for approximately 17.3%, 2.9% and 0.3% of
the Company's sales, respectively. The Company does not currently have any
long-term commitments or contracts with any of its customers.
The following table presents data on the Company's gross sales, in thousands
of dollars and in the percentage of gross sales, to its largest customers for
each of the last three years.
<TABLE>
<CAPTION>
1995 1996 1997
------------------ ------------------ ------------------
DOLLARS PERCENTAGE DOLLARS PERCENTAGE DOLLARS PERCENTAGE
------- ---------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cato.................. $ 6,748 9.6% $ 8,617 10.3% $ 6,065 6.5%
Charming Shoppes...... 11,212 16.0 13,306 15.9 12,584 13.4
Kmart................. 5,025 7.2 7,126 8.5 8,884 9.4
Lerner................ 10,464 14.9 6,749 8.0 3,985 4.3
Sears................. 1,822 2.6 9,922 11.8 11,347 12.1
Wal-Mart.............. 3,207 4.6 6,814 8.1 6,744 7.2
</TABLE>
MERCHANDISING
The Company employs an interactive approach to merchandising. Throughout the
design and production process, the Company's sales and marketing staff work
closely with the design and production team from order taking to shipping, to
ensure that goods are produced to its customers' exact specifications in an
efficient and timely manner. The Company's sales and marketing staff
participates in the production process by checking samples of work-in-process
goods at various stages to verify that these goods meet customer
specifications. In
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many cases, sample items are presented to customers at designated points of
the production process to obtain feedback and effectively ensure that the
finished goods meet customer expectations.
The Company also works closely with its customers to develop coordinated
products and distinctive product lines. This approach is in contrast to many
of its private label apparel manufacturing competitors that produce goods only
from shelf lines. The Company's ability to add value for its customers in this
regard presents a competitive advantage for the Company. The Company believes
that its ability to design and offer distinctive product lines leads to large
volume orders from its customers who seek to maximize sales and profit margins
at their respective price points by achieving a degree of differentiation from
their retail competitors.
Design
The Company's design team is responsible for the creation, development and
coordination of an extensive range of products and product lines and regularly
updates existing styles to mirror changing fashion trends. In particular, the
Company's design team seeks to enhance consumer demand for its products by
combining functional fabrics with creative designs and color schemes. The
Company's design and merchandising teams continually monitor and evaluate the
ladies' and children's markets for styles and trends in fabrics, trims and
accessories, as well as analyze sales information provided by its customers.
The Company's design teams work closely with its customers to identify such
customers' design needs, and revise designs as necessary to better reflect the
style and image that the customer wishes to project to consumers. The Company
believes that its customers rely on its ability to design, produce and
deliver, on a timely basis, commercially successful apparel lines.
The Company has developed an expertise in fabric design, dyeing and printing
over the past seven years which enables it to rapidly update its products. The
Company maintains an in-house art department which it uses to develop printed
fabrics which eliminates the need to buy printed or dyed fabrics from
suppliers. The Company's design staff uses art work which the Company
purchases from various art studios. The Company's art department, using state-
of-the-art CAD systems, redesigns the art work by altering colors,
backgrounds, graphics, shapes and other items to make it suitable for printed
fabrics which it believes will fit the fashion tastes of the Company's
customers. The Company currently catalogues its printed fabrics in an
extensive print library which encompasses approximately 2,000 different
designs. The Company believes its print library is an important resource
because it greatly reduces its need to regularly source new fabric patterns,
colors and designs. In addition, these distinctive patterns and designs are
copyrighted by the Company which helps to ensure that its updated and
distinctive products are not readily imitated by competitors.
Sales and Marketing
The Company's selling operation is highly centralized. Sales to the
Company's customers are made primarily through the Company's New York City
showrooms. The Company has an in-house sales force of 10 people, all of whom
are based in New York City. Senior management actively participates in the
planning of the Company's marketing and selling efforts. The Company does not
employ independent sales representatives or operate regional sales offices,
but does participate in various regional merchandise marts, industry
marketplaces at which numerous vendors rent space in order to display their
products to regional buyers. This sales structure enables management to
effectively control the Company's sales effort and to deal directly with, and
be readily accessible to, the Company's major customers. Products are
generally marketed to department and specialty store customers four to five
months in advance of each of the Company's selling seasons.
The Company emphasizes the development of long-term relationships with its
customers. The Company has established strong relationships with individual
buyers at each of its customers, and more importantly, it has also established
relationships with senior management of its key customers. The Company
believes multiple tier relationships help to insulate it from changes in
individual buyers at its various customers as is common in the apparel
business.
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A key component of the Company's ability to achieve its long-term
relationships is the high level of services that the Company's sales force
provides to its customers. Each sales person is responsible for all aspects of
a customer's needs, including design assistance, developing product samples,
obtaining orders, coordinating fabric choices, monitoring production and
delivering finished products. During the production process, such salesperson
is responsible for informing the customer about the progress of an order,
including any difficulties that might affect delivery time. In this way, the
Company and its customer can make appropriate arrangements regarding any delay
or other change in the order. Further, the Company employs a strategy of
having multiple salespersons familiar with each customer account. The
Company's salespeople are encouraged to work cooperatively to assist one
another on a reciprocal basis. The Company believes that this sales management
technique provides an advantage over its competitors because it ensures that
its customers always have a knowledgeable salesperson available to discuss
product orders and related issues.
The Company's sales force is in constant contact with its customers to
develop an understanding of the customers' retail strategies, style
preferences and production requirements, as well as to identify prevailing
fashion trends. The Company then utilizes this information to efficiently
provide its customers with products that meet their particular requirements.
The Company's sales and design team works with certain of its customers to
custom design garments which incorporate current industry fashion trends that
will reflect the style and image that a buyer intends to project to consumers.
In order to facilitate this process the Company requires that its sales force
be knowledgeable about all aspects of the design and garment production
process. The Company believes its knowledgeable sales force enables it to
provide its customers immediate feedback as to the various costs of creating
and changing designs, the costs and availability of various fabrics, and
production times.
The Company also consults with its customers concerning the style and
coordination of the clothing they purchase, optimal delivery schedules, floor
presentation, pricing and other merchandising considerations. Frequent
communications between the Company's senior management and other sales
personnel and their counterparts at various levels in the buying organizations
of the Company's customers is an essential element of the Company's marketing
and sales efforts. These contacts allow the Company to closely monitor retail
sales volume to maximize sales at favorable profit margins for both the
Company and its customers. The Company and its largest customers discuss
retail trends and their plans regarding anticipated levels of purchases of
Company products for future seasons. These discussions are intended to assist
the Company in planning the production and timely delivery of its products.
CONTRACT MANUFACTURING AND DISTRIBUTION
Overview
The Company manufacturers substantially all of its knit products, which
accounted for approximately 80% of its product sales in 1997, through
designing and creating fabric and contracting with select manufacturers at
every stage of both fabric and finished goods production. The balance of the
Company's products consists primarily of (i) woven products of the Company's
design where the Company purchases dyed and printed fabric and then controls
all cutting, sewing and finished goods production and (ii) imported finished
knit and woven products.
A significant component of the Company's operating strategy is the
utilization of third party contract manufacturers throughout the entire
production process from yarn purchasing through product delivery. The Company
believes this is a significant competitive advantage because it provides the
Company with the flexibility to choose the lowest cost provider available at
each stage of the production process that can meet the Company's delivery and
quality requirements. In addition, outsourcing of production eliminates
significant capital investment requirements and minimizes the risk of labor
problems and other risks associated with maintaining manufacturing facilities
and a manufacturing workforce. The Company does not own any manufacturing
facilities except for limited in-house cutting capabilities located within its
warehouse in North Bergen, New Jersey. The Company supplies its main
contractors with a high volume of business on a consistent basis, making the
Company an important customer of these contractors. In certain instances, the
Company provides these contractors with all of
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their business. This strategy enables the Company to leverage its position as
a key customer to negotiate favorable pricing, as well as to receive
production priority and preferential treatment. The Company believes that this
manufacturing model allows it to maximize production flexibility, speed and
efficiency without sacrificing product quality.
The Company believes its production model helps it to achieve its attractive
gross profit margins. Whereas substantially all apparel companies begin the
manufacturing process by purchasing finished fabric from a converter, the
Company enters the production process for its knit products at the stage of
purchasing yarn for its fabrics. By utilizing contract manufacturers at an
earlier stage of the production process, the Company avoids certain mark-ups
normally passed on to the Company's competitors that purchase finished fabrics
from converters. In addition, in 1996, the Company made a strategic decision
to shift the majority of its sewing operations to Mexico. The enactment of
NAFTA, whereby goods produced in Mexico are generally exempt from U.S. import
duties, as long as they meet certain guidelines, made it economically feasible
for the Company to take advantage of Mexico's large and skilled labor pool.
See "--Imports and Import Restrictions." The Company believes that by having
its products sewn in Mexico, it can produce high-quality goods at significant
cost savings because labor costs in Mexico are significantly lower than in the
United States.
The Company has developed long-standing relationships with many of its
contract manufacturers and believes that these relationships contribute to its
ability to produce quality apparel products on a timely and cost effective
basis. In 1997, approximately 80% of the Company's major contract
manufacturers had been conducting business with the Company for over five
years. In addition, the Company has in the past loaned start-up capital to an
existing manufacturer to assist such manufacturer with the development of
manufacturing facilities in Mexico where the Company's products may be sewn
more cheaply than in the United States. In exchange for such loan, the Company
has first priority over work performed in such factory for the foreseeable
future so long as the Company continues to send work to such manufacturer. The
Company believes that it has ready access to numerous contractors. The Company
determines which of its contractors to utilize based on, among other factors,
the price charged by each contractor and the contractor's available production
capacity to complete the order, the transportation lead times required to
deliver goods, the availability of quota for the product from various
countries and the manufacturer's ability to produce goods on a timely basis
subject to customers' quality specifications. The Company regularly visits its
contractors and communicates with governmental authorities to insure that such
contractors are in compliance with federal, state and local labor laws. If any
contractor is found to be in violation of such laws, the Company immediately
terminates its relationship with such contractor.
The Company has the ability, through its contract manufacturers, to operate
on production schedules with lead times ranging from as few as 30 days to
several months to accommodate its customers' requirements. Typically the
Company's specialty retail customers attempt to respond quickly to changing
fashion trends and are increasingly less willing to assume the risk that goods
ordered on long lead times will be out of fashion when delivered. The Company
maintains its sewing facilities in New Jersey for orders with shorter lead
times. While mass merchandisers such as Kmart are beginning to operate on
shorter lead times, they are also occasionally able to estimate their needs as
much as six months to one year in advance for products that do not change in
style significantly from season to season. The Company believes it is well-
positioned to take advantage of the trend towards shorter lead times among
retailers, and to continue to increase its market share because of its control
over the entire production process and its ability to control production
schedules at its contractors.
Yarn Sourcing
The manufacturing process for knit products begins with yarn purchasing. The
Company buys yarns of various qualities and characteristics from six primary
domestic suppliers as well as from overseas sources through brokers. With
additional capital from this Offering, the Company will be in a position to
purchase yarn directly from foreign mills at a substantial cost savings. The
Company purchases its own yarn to ensure the quality of the raw materials used
in its garment production.
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Knitting
A key component of the Company's ability to produce goods at its attractive
profit margins is its ability to control the knitting process. The Company has
an in depth knowledge of the technical aspects of the knitting process which
allows it to produce its knit fabrics more efficiently and cost effectively.
Controlling the knitting process allows the Company to specify the exact
technical specifications and widths at which its fabrics are produced. This
allows the Company to design its patterns to maximize the yields it receives
from each yard of fabric produced. In addition, the mills convert the yarn
into rolls of fabric meeting the Company's specifications as to yarn content,
weight, width and knitting design. This allows the Company to control the
quality of the fabric for flaws, weight deficiencies or other problems earlier
in the production process, thereby increasing customer satisfaction with its
finished products. The Company utilizes approximately ten primary knitting
mill contractors which it believes can be supplemented by an equal number of
secondary knitting mills to increase capacity. Mills are selected, in part,
based on their ability to produce fabric at different custom widths, as well
as their cost and timing of production. Knitted fabric is sent to one of the
Company's finishers for dyeing, bleaching or printing and preparing the fabric
for cutting. The Company also purchases, primarily from domestic sources,
finished fabric (both dyed and printed) for its woven products as well as, on
an occasional basis, for its knit products.
Dyeing and Printing
Fabric rolls are delivered to one of two primary outside dyers and/or to one
of two primary outside printers who create, respectively, solid colors or
print patterns, as specified by the Company. Of the finished products sold by
the Company, approximately 60% are solid colors, and 40% are printed fabrics.
By working closely with its manufacturers over the past seven years, the
Company has developed an expertise in fabric design, dyeing and printing. The
Company currently catalogues its printed fabrics in an extensive print library
which encompasses approximately 2,000 different styles. If patterns from the
Company's library are not used, outside design studios are employed to create
new printing patterns to the Company's specifications. See "Merchandising--
Design."
Cutting
Printed or dyed rolls of fabric are shipped directly to third party
manufacturers for cutting. The Company primarily uses five cutting facilities
for knits which are located in New Jersey. Wovens are cut in South Carolina as
well as in factories in Mexico. The duty on woven and knit fabrics cut in
Mexico is 2% and 4% , respectively, of the cost of the fabric, the fabric
cutting and insurance cost for products cut and sewn in Mexico. The ultimate
cost of cutting certain woven goods in Mexico is still less expensive than
cutting wovens in the United States. Under NAFTA, duties on wovens or knit
goods cut in Mexico will be eliminated by January 1, 2002. As duties on
cutting wovens and knits in Mexico decrease over time, the Company expects to
shift an increasing amount of its cutting to Mexico. See "--Import
Restrictions."
The Company's technical production support staff, located in New York City,
produces patterns for cutting piece goods and, using state-of-the-art computer
equipment, marks and grades the patterns onto templates in a manner to
minimize fabric waste. The Company achieves a low rate of waste of
approximately 10%, while the Company believes that the industry average is
approximately 20%. The Company attributes this low level of waste to its
sophisticated computer grading equipment as well as to the fact that it can
have fabric rolls manufactured in customized widths, according to the garments
to be produced from the fabric. The Company cuts approximately 10% of its
goods in an in-house facility located in its New Jersey warehouse to expedite
certain orders.
Sewing
Cut garments are delivered to the Company's distribution facility in North
Bergen, New Jersey and are packaged with various trim to be attached to the
garments, product labels and tags and, in some cases, clothing
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hangers specified by a retailer. Before these cut garments are shipped to the
sewing contractor, a finished product sample, including a stitching diagram as
well as garment specifications, are sent to the sewing contractor.
Before the sewing contractor begins work on the main order, it produces a
sample garment for inspection and approval by the Company's production support
staff. The Company sends the sample garment to its customer for inspection and
approval before commencing full-scale production. Once begun, the sewing
process generally takes two to eight weeks. In 1997, the Company engaged the
services of approximately 25 sewing contractors. Approximately 60% of the
Company's sewing is currently performed in Mexico, with the balance performed
by domestic sewing contractors for product orders which are requested on an
accelerated basis. Pursuant to NAFTA-enabling legislation, garments cut in the
United States, sewn in Mexico and imported into the United States are not
subject to tariffs or quotas. See "--Import Restrictions." The Company
believes that its recent increase in gross profit margins is directly related
to the shift of its sewing operations to Mexico.
Asian Production
In 1997, approximately 15% of the Company's gross sales (across all
divisions) were of finished products imported from China and Taiwan. The
Company believes that foreign contract manufacturing allows it to take
advantage of lower manufacturing costs for products which require more labor
to produce and to avail itself of a skilled labor force which is better
equipped and trained to produce certain products, particularly certain kinds
of knitwear. The Company anticipates that in 1998, an aggregate of
approximately 10% of its sales will be of products imported from China and
Taiwan. Compared to production in the United States or Mexico, foreign
sourcing of products requires a significant lead time between order and
receipt, ranging from six to ten months in the case of Far Eastern sourced
manufacturing. Thus, the Company continues to import foreign goods primarily
on an opportunistic basis.
Shipping and Delivery of Finished Products
Upon completion of the manufacturing process, the Company's products,
whether produced domestically or imported, are shipped from the contract
manufacturers by sea, air or land either to the Company's distribution
facility in North Bergen, New Jersey or directly to customers. Products are
packaged to the specifications of the customer. Products shipped from the
Company's distribution center are shipped on one of five Company-owned trucks
or by common carrier. Most finished goods are delivered to the customer's
consolidators, many of which are located in Northern New Jersey. All shipping,
bills of lading, invoices, etc. are controlled by the Company from the North
Bergen facility.
Quality Control
The Company has in place comprehensive quality control procedures to ensure
that fabrics, materials and finished goods meet the Company's exacting quality
standards. The Company regularly visits and inspects each of its domestic and
foreign contract manufacturers to ensure compliance with the Company's quality
standards. The Company oversees testing of yarns, fabrics and trim for
colorfastness, washability and other standards. Sample garments are randomly
subjected to quality control tests by the Company for fit and appearance.
Finished garments are subject to final inspection in the Company's
distribution facility for general appearance and quality prior to shipment to
customers. Products which are manufactured in foreign countries are tested to
ensure that they comply with customer specifications. The Company verifies
that those products shipped from foreign manufacturers meet United States
customs import requirements.
BACKLOG
At May 15, 1998, unfilled orders believed to be firm were approximately
$56.0 million, compared to approximately $26.0 million of unfilled orders
believed to be firm at May 15, 1997. The Company believes that all of its
backlog of firm orders as of May 15, 1998, will be filled within six months.
Firm orders include
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purchase orders placed but not yet filled. The amount of unfilled firm orders
at a particular time is affected by a number of factors, including the
scheduling of manufacture and shipment of finished goods, which, in some
instances, is dependent on the desires of the customer. Accordingly, a
comparison of unfilled firm orders from period to period is not necessarily
meaningful and may not be indicative of eventual actual shipments or the
Company's ability to fill orders. Although the Company's orders typically
contain cancellation provisions, the Company's experience has been that the
cancellations, rejections or returns of firm orders have not materially
reduced the amount of sales realized from its backlog.
MANAGEMENT INFORMATION SYSTEMS
The Company believes that advanced information processing is important to
maintain its competitive position. The Company continues to upgrade its
management information systems in order to maintain better control of its
inventory and to provide management with information that is both more current
and more accurate than was available previously. To this end, the Company has
purchased a new ACS Optima computer system from Computer Generated Solution
("CGS"). This system is widely used in the apparel industry. It is a complete
corporate system, which includes modules for, among other things, order entry,
accounts receivable, customer service, finished goods inventory, credit
management, invoicing and shipping, sales and management analysis, master
production scheduling systems, raw material management and fabric management.
The new CGS core operating system will be integrated with the Company's new
Stewart Sinclair Warehouse Management system and will allow for scanning
inbound bar-coded finished goods inventory. As finished goods inventory is
processed for shipping, it will be scanned as it is placed into a carton for
shipment. The system will check the carton's contents against the order for
shipment accuracy. Only when the carton's contents match the order will the
shipping label be printed. The order information will then be used to produce
a master Bill of Lading, an Advanced Ship Notice and an invoice which will be
transmitted via Electronic Data Interchange ("EDI") to the customer. The
Company's new computer systems will be run in parallel with the Company's
current computer system until the Company is assured that the new system is
running properly. The new computer systems will also allow the Company to link
to its contractors via the Internet and enable it to monitor its finished
goods inventory remotely. As a result, the Company will be able to ship its
finished goods directly to its customers from its sewing contractors in Mexico
and its domestic remote packing facilities.
The Company has expanded its EDI program to include the majority of its
major customers and allow the Company to comply with customers' specific
requirements. This technology allows the electronic exchange of purchase
orders, invoices, and advanced shipping notices.
IMPORT RESTRICTIONS
The Company presently imports garments under two separate scenarios having
distinct customs and trade consequences: (i) imports of goods sewn (and
sometimes cut) in Mexico and (ii) imports of finished goods, primarily from
China and Taiwan.
The North American Free Trade Agreement ("NAFTA") became effective on
January 1, 1994. NAFTA provides that tariffs on goods imported into the United
States from Mexico are accorded reduced or duty-free access, depending upon
the type of goods imported. With respect to the apparel industry, NAFTA has
effectively eliminated or substantially reduced tariffs on garments imported
into the United States from Mexico if such goods are made from fabric
originating from sources located in the United States, Canada or Mexico. The
key requirement for NAFTA qualification is that the yarn and cloth for a
garment, and the cutting, sewing and finishing of a garment, must take place
within North America. Merchandise produced pursuant to these requirements is
entitled to enter the United States at a preferential or zero rate tariff and
is not subject to any quota. In addition, pursuant to legislation adopted by
Congress to enact NAFTA in the United States, immediate, duty-free and quota-
free entry into the United States from Mexico is permitted for garments sewn
from components which are cut in the United States from United States knit,
woven or formed cloth. NAFTA's tariff on the value of finished knit goods of
4% and a 2% tariff on the value of finished woven goods is charged if
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such goods are cut in Mexico and then imported into the United States. Tariffs
on goods cut in Mexico, pursuant to NAFTA tariff schedules, are expected to
reduce to zero over three years.
Garments imported directly (mostly from the Pacific Rim) are normally taxed
at most favored nation ("MFN") tariffs and are subject to a series of
bilateral quotas that regulate the number of garments that may be imported
annually into the United States. The tariffs for most of the countries from
which the Company currently imports or intends to import have been set by
international negotiations under the auspices of the World Trade Organization
("WTO"). These tariffs generally range between 17% and 35%, depending upon the
nature of the garment (e.g., shirt, pant), its construction and its chief
weight by fiber.
In addition to these tariff rates, merchandise from the countries from which
the Company imports is also subject to bilateral quota restraints, pursuant to
U.S. domestic law or the multi-lateral Agreement of Textile and Clothing,
which is under the auspices of the WTO. Most bilateral quotas are negotiated
on a calendar year basis. After the United States and a particular country
agree to a particular level of exports in a particular quota category, the
country that receives the quota has the right to determine the method by which
such quota is assigned to its manufacturers. Most countries, however, assign
it to the factories that actually produce the garments. Shipments which are
exported to the United States must, in addition to the usual commercial
documentation, have appropriate and official textile visas, in either an
electronic or paper format, which confirm their quota status. This
documentation must be filed prior to the admission and clearance of the
merchandise into the United States. Accordingly, the Company usually requires
that this paperwork be submitted prior to payment.
COMPETITION
The apparel industry is highly competitive and the Company competes with
numerous apparel manufacturers, including brand name and private label
producers, and retailers which have established, or may establish, internal
product development and sourcing capabilities. The Company's products also
compete with a substantial number of designer and non-designer product lines.
Many of the Company's competitors and potential competitors have greater
financial, manufacturing distribution and marketing resources than the
Company. The Company believes that it competes favorably on the basis of
quality and value of its apparel lines and products, price, the production
flexibility and efficiency and speed that it enjoys as a result of its control
over the entire production process and its long-term relationships with
contract manufacturers and customers. Nevertheless, any increased competition
from manufacturers or retailers, or any increased success by existing
competition, could result in reductions in unit sales or prices, or both,
which could have a material adverse effect on the Company's business and
results of operations.
TRADEMARKS
The Company's primary business has been the production of private label
goods for its customers. However, long term trademarks and trade names, which
have been used by the Company are listed below. All of them are owned by the
Company and are registered in its name.
PERISCOPE(R) was launched for use in department and specialty stores.
ASHLY BRENT(R) which has been used on all specialty store products.
JUST DAWN(R) which has been used mainly on discount store products.
ANOTHER NAME(R) which has been used on discount store products with
decreasing frequency since 1981.
CURIOSITY'S CAT(R) which has been used on all import goods.
DIRECTIVES(R) which has been used on department and specialty store
products.
DNA(R) which has been used on a junior's/young women apparel line.
34
<PAGE>
EMPLOYEES
At March 31, 1998, the Company employed 128 persons on a full-time basis
comprised of 16 executive and management employees, 10 sales employees and 102
administrative and warehouse employees. The Company believes its relationship
with its employees is good.
PROPERTIES
The Company's executive offices, showrooms and sales offices as well as its
design facilities are located in approximately 9,000 square feet on the sixth
and tenth floors at 1407 Broadway, New York, New York. The floors are leased
pursuant to a single lease for a term expiring April 2002 at a current annual
base rent of $305,600. The Company's accounting offices, in-house cutting and
sample production facilities, fabric marking and grading facility, label
making facility, as well as its in-house quality control facility and
warehousing and distribution center are located in approximately 50,000 square
feet at 2075 91st Street, North Bergen, New Jersey. The facility is leased for
a term expiring September 2000 at a current annual base rent of $266,116. The
Company believes that its existing facilities are adequate to meet its current
and foreseeable needs and that it can successfully negotiate new leases when
its current leases expire.
LEGAL PROCEEDINGS
The Company is not involved in any pending or threatened legal proceedings
that could have a material impact on the Company's consolidated financial
statements.
35
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Company's executive officers and directors, and their ages as of May 15,
1998, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Glenn Sands............. 42 President and Chief Executive Officer, Chairman of the Board
Scott Pianin............ 39 Executive Vice President and Chief Operating Officer, Director
Raymond Kuslansky....... 48 Vice President, Treasurer and Secretary
William Halpern......... 43 Vice President and Chief Financial Officer
</TABLE>
GLENN SANDS founded the Company in 1977 and since its inception has been its
President and Chief Executive Officer. Mr. Sands oversees every major aspect
of the Company's operations, including sales and marketing, production and
manufacturing, financial reporting, converting of raw materials, costing,
designing, contract negotiating, Far Eastern operations and personnel
management.
SCOTT PIANIN has served as Executive Vice President and Chief Operating
Officer of the Company since May 1998. Mr. Pianin has been an executive
officer of the Company since 1994 and has been employed by the Company since
1992 in various sales capacities. He is responsible for all sales, marketing
and merchandising activities of the Company. From 1984 through 1991, Mr.
Pianin served as Sales Manager of Apparel America Inc., an apparel company
that manufacturers and markets licensed T shirts. From 1982 to 1984, Mr.
Pianin was Sales Manager--Knit Products of Cheri-Alan, Ltd., a ladies
sportswear manufacturer.
RAYMOND KUSLANSKY has served as the Company's Vice President, Treasurer and
Secretary since May 1998. Mr. Kuslansky has been an executive officer of the
Company since August 1987. Among other responsibilities, he oversees the
Company's banking and vendor relations, insurance, office administration,
electronic data processing and audit functions. From 1983 to 1987, Mr.
Kuslansky was the controller of Craftex Creations, Inc., a ladies sleepwear
manufacturer and marketer. From 1981 to 1983, Mr. Kuslansky was the controller
of Rob Roy, Inc., a manufacturer of children's wear. Mr. Kuslansky is a
Certified Public Accountant.
WILLIAM HALPERN was appointed as the Company's Vice President and Chief
Financial Officer in May 1998, after joining the Company in February 1998.
Prior thereto, from 1989 through October 1997, Mr. Halpern served as the Chief
Financial Officer of Room Plus, Inc., a furniture manufacturer whose shares
are publicly traded. Mr. Halpern is a Certified Public Accountant.
The Company intends to identify three individuals who will serve as
independent outside directors to take office upon completion of this Offering.
All directors will hold office until the next annual meeting of stockholders
and until their successors are duly elected and qualified. Officers are
elected to serve, subject to the discretion of the Board of Directors, until
their successors are appointed.
COMMITTEES OF THE BOARD OF DIRECTORS
Following the completion of this Offering, the Company's Board of Directors
will appoint an Audit Committee to be comprised of , and . The
Audit Committee will recommend to the Board of Directors the appointment of
independent auditors, review and approve the scope of the annual audit of the
Company's financial statement reviews and approve any non-audit services
performed by the independent auditors and periodically review and approve
major accounting policies and significant internal accounting control
procedures.
Following the completion of this Offering, the Company's Board of Directors
will appoint a Compensation Committee to be comprised of , and .
The Compensation Committee will review
36
<PAGE>
and recommend to the Board of Directors compensation arrangements for officers
and directors, administer stock option plans and review major personnel
matters.
OTHER KEY PERSONNEL
The persons listed below are also key employees of the Company.
<TABLE>
<CAPTION>
PERIOD WITH
NAME AGE THE COMPANY CURRENT POSITION
---- --- ----------- ----------------
<S> <C> <C> <C>
Jeffrey Sirchio..................... 41 7 mos. Vice President--Operations
Leo Ashkinadze...................... 48 10 yrs. General Manager--Production
Steven Schatzberg................... 48 2 yrs. Vice President--Sales
Paul Schwartz....................... 48 8 yrs. Kidswear--Vice President
Richard Roth........................ 39 6 mos. Kidswear--Vice President
Scott Tunis......................... 42 9 yrs. Vice President--Production
Mei-Ling Ku......................... 45 11 yrs. General Manager--Imports
</TABLE>
JEFFREY W. SIRCHIO, VICE PRESIDENT--OPERATIONS. Mr. Sirchio has served as
Vice President--Operations of the Company since November 1997. Prior to
joining the Company, Mr. Sirchio was Vice President--Operations of UMI
Collections, Inc., a designer dress manufacturer, from 1987 to 1997.
LEO ASHKINADZE, GENERAL MANAGER--PRODUCTION. Mr. Ashkinadze joined the
Company in 1988 and has served as General Manager--Production of the Company
since 1990.
STEVEN SCHATZBERG, VICE PRESIDENT--SALES. Mr. Schatzberg has served as Vice
President--Sales of the Company since June 1995 and has been employed by the
Company since October 1994. From 1987 to 1994, Mr. Schatzberg was the owner of
Certified Buying, Inc., a buying office which acted as the liaison between
major U.S. retailer chains and apparel manufacturers in the U.S.A., Canada and
Europe.
PAUL SCHWARTZ, KIDSWEAR--VICE PRESIDENT. Mr. Schwartz joined the Company in
1990 and has been Kidswear--Vice President since 1996. Prior to joining the
Company, Mr. Schwartz held positions at several clothing importing and
manufacturing companies as well as at retail apparel chains, where he worked
primairly in the junior's and children's divisions.
RICHARD J. ROTH, KIDSWEAR--VICE PRESIDENT. Mr. Roth has served as Kidswear--
Vice President since he joined the Company in November 1997. From 1994 through
October 1997, Mr. Roth worked at House of Perfection, Inc. (d/b/a Stepping
Stones), a manufacturer of children's sportswear and infant and toddler
clothing, where he served first as the Head of Fashion Division and later as
Head of Product Development--Infants and Toddler Division. From 1982 until
1994, he worked at Wonderland Fashions, Inc., a manufacturer of children's
dresses and sportswear, where he served as Vice President--Production, Finance
commencing in 1989.
SCOTT TUNIS, VICE PRESIDENT--PRODUCTION. Mr. Tunis has served as Vice
President--Production of the Company since 1996 and has been employed by the
Company since 1989. Mr. Tunis is responsible for various aspects of production
including sales, fabric printing, converting, costing, designing, production
scheduling and yield analyzing.
MEI-LING KU, GENERAL MANAGER--IMPORTS. Ms. Ku joined the Company in 1987 and
since 1989 has served as General Manager--Imports. Ms. Ku is responsible for
sourcing, merchandising, price negotiating and overseeing the production flow
of imported finished garments from Asia. Ms. Ku received professional training
in clothing technology in Germany and served as the Director of Planning
Division of the Garment Industry Association in Taipei, Taiwan.
37
<PAGE>
DIRECTOR COMPENSATION
The Company will pay each director who is not a full-time employee of the
Company an annual retainer of $ , payable quarterly, and will reimburse
each such director for reasonable travel expenses incurred in connection with
his or her activities on behalf of the Company. In addition, each director who
is not an employee of the Company, upon first taking office, will receive
options to purchase shares of Common Stock of the Company. Such options
will vest over a three year period. See "--Stock Option Plan."
EXECUTIVE COMPENSATION
The following table summarizes the compensation earned during the last three
fiscal years by the Company's Chief Executive Officer and each of its
executive officers who received compensation in excess of $100,000 for
services rendered in all capacities to the Company for the fiscal year ended
December 31, 1997.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------
NAME AND
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)
------------------ ---- ---------- ----------
<S> <C> <C> <C>
Glenn Sands...................................... 1997 $1,195,379 --
President and Chief Executive Officer 1996 $1,640,924 --
1995 $3,710,029 --
Scott Pianin..................................... 1997 $ 147,290 $1,025,491(1)
Executive Vice President and Chief Operating Of-
ficer 1996 $ 140,800 $ 570,702(1)
1995 $ 145,800 $ 381,867(1)
Raymond Kuslansky................................ 1997 $ 168,424 --
Vice President, and Treasurer and Secretary 1996 $ 162,122 $ 10,000
1995 $ 150,592 $ 10,000
</TABLE>
- --------
(1) Consists of performance compensation paid to S.R.P. Sales, Inc., a
corporation controlled by Mr. Pianin.
EMPLOYMENT AGREEMENTS
In May 1998, the Company entered into an employment agreement with Glenn
Sands, providing for his employment as the Company's President and Chief
Executive Officer for a three year term commencing as of January 1, 1998. The
agreement provides, on an annual basis, for a base salary of $500,000, a
$450,000 performance based bonus and a $50,000 business expense allowance. The
agreement also provides for the participation by Mr. Sands in all executive
benefit plans.
In May 1998, the Company entered into an employment agreement with Scott
Pianin, providing for his employment as the Company's Executive Vice President
and Chief Operating Officer of the Company for a three year term commencing
July 1, 1998. The agreement provides, on an annual basis, for a base salary of
$184,000, additional compensation based on achieving certain performance
criteria and the right to participate in all executive benefit plans.
In May 1998, the Company entered into an employment agreement with Raymond
Kuslansky. The Agreement is for a five year term and provides for an annual
base salary of $168,000 and the right to participate in all executive benefit
plans.
STOCK OPTION PLAN
In 1998, in order to attract and retain qualified personnel necessary
for the success of the Company, the Company adopted a Stock Option Plan (the
"Stock Option Plan") covering up to shares of the Company's Common
Stock, pursuant to which officers, directors, key employees and consultants to
the Company are eligible to receive incentive stock options and non-qualified
stock options. The Stock Option Plan, which expires on May , 2008 is
currently administered by the entire Board of Directors. Upon the appointment
of a Compensation Committee, the Stock Option Plan will be administered by the
Compensation
38
<PAGE>
Committee. The selection of participants, grant of options, determination of
price and other conditions relating to the exercise of options is determined
by the entire Board of Directors, and will be determined by the Compensation
Committee upon its appointment by the Board of Directors. The selection of
participants, grant of options, determination of price and other conditions
relating to the exercise of options is determined by the entire Board of
Directors, in its sole discretion, and will be determined by of the
Compensation Committee, in its sole discretion, upon its appointment.
Incentive stock options granted under the Stock Option Plan are exercisable
for a period of up to 10 years from the date of grant at an exercise price
which is not less than the fair market value of a share of Common Stock on the
date of the grant, except that the term of an incentive stock option granted
under the Stock Option Plan to a stockholder owning more than 10% of the
outstanding Common Stock may not exceed five years and its exercise price may
not be less than 110% of the fair market value of a share of Common Stock on
the date of the grant.
OPTION GRANTS
In 1998, the Board of Directors approved the grant, to be made on the
effective date of this Offering, of stock options under the Stock Option
Plan to each of . No other options have been granted under the Stock
Option Plan as of the date of this Prospectus.
Subsequent to the Offering, under the Stock Option Plan, each director who
is not an employee of the Company, upon first taking office, is to be granted
options to purchase shares of Common Stock exercisable ratably over
three years at the fair market value of such shares on the date of grant. See
"Management--Director Compensation."
39
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of , 1998, with
respect to the beneficial ownership of the Company's Common Stock by each
stockholder known by the Company to be the beneficial owner of more than 5% of
its outstanding shares, by each director of the Company, by the executive
officers named in the Summary Compensation Table and by the directors and
executive officers as a group and after the Offering to reflect the issuance
and sale by the Company of the Shares offered hereby.
<TABLE>
<CAPTION>
PERCENTAGE OF CLASS
-------------------------
COMMON STOCK
BENEFICIALLY BEFORE AFTER
NAME AND ADDRESS (1) OWNED THE OFFERING THE OFFERING
-------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Glenn Sands............................. % %
Scott Pianin............................ % %
BancBoston Ventures, Inc................ % %
All Officers and Directors as a Group
(four persons) (2)..................... % % (2)
</TABLE>
- --------
(1) The address of Messrs. Sands and Pianin are c/o the Company, 1407
Broadway, Suite 620, New York NY 10018. The address of BancBoston
Ventures, Inc. is 100 Federal Street, Boston, MA 02110.
(2) Includes shares subject to stock options exercisable within sixty
(60) days of the effective date of this Offering.
40
<PAGE>
CERTAIN TRANSACTIONS
On May 17, 1996, the Company borrowed $3.0 million from BBV. The loan bears
interest at 7% per annum and matures on May 15, 2001. During 1997, the Company
made interest payments on this loan aggregating $159,250. This loan is to be
prepaid from the proceeds of this Offering. See "Use of Proceeds."
On May 17, 1996, the Company entered into a Term Loan Agreement with
BankBoston, N.A., an affiliate of BBV. Pursuant to this agreement, as amended,
BankBoston, N.A. loaned the Company $15.0 million, payable in quarterly
principal installments of $100,000 through December 31, 1998, increasing
thereafter to $500,000 a quarter through March 2001, with the balance of $8.7
million due in May 2001. This loan bears interest at the greater of the
lender's base rate or the federal funds effective rate plus 1.25% (9.75% at
December 31, 1997). During 1997, the Company made interest payments on this
loan aggregating $1.3 million. At March 31, 1998, the outstanding principal
amount due was $13.6 million. This loan is to be prepaid from the proceeds of
this Offering. See "Use of Proceeds."
Substantially all of the proceeds from the loans described above were used
to purchase from a former executive of the Company 50% of the then outstanding
shares of Common Stock of the Company for $11.4 million and to fund a $6.0
million dividend distribution to the Company's then remaining stockholder and
principal executive, Glenn Sands. In addition, in connection with these
transactions, Glenn Sands sold shares of Common Stock to BBV (representing
35% of the then outstanding shares of the Company) for $2.0 million.
In June 1998, the Company agreed with BankBoston, N.A. and BBV that the
loans described above will be prepaid if the Company completes an equity
financing from which it realizes net proceeds of at least $19.0 million and,
in consideration thereof, BBV agreed that upon such prepayment it will
contribute shares of Common Stock to the capital of the Company.
On May 17, 1996, the Company loaned $950,000 to Glenn Sands, its President
and Chief Executive Officer. The loan, as amended, bears interest at prime
plus 0.5% (9% at December 31, 1997) and is due January 2000. In April 1997,
Mr. Sands loaned the Company $2.0 million. The loan is evidenced by a
subordinated demand note bearing interest at the rate of prime plus 0.5% (9%
at December 31, 1997). The loan is due January 2000. This loan is to be repaid
from the proceeds of this Offering. See "Use of Proceeds."
The Company purchases transportation related services from Global Air, Inc.
("Global"), a company wholly-owned by Mr. Sands. Fees paid by the Company to
Global for travel related to the Company's business for the year ended
December 31, 1997 totaled $64,101.
Future transactions with affiliated parities will be approved by the
Company's Board of Directors only after the interest of any director or
affiliate is fully disclosed to the Board and it is established that such
transaction is fair and reasonable to the Company and is on terms no less
favorable than those that could be obtained from unaffiliated parties.
41
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, par value of $.001 per share ("Common Stock"), and 5,000,000
shares of Preferred Stock, par value $.001 per share ("Preferred Stock"). Upon
completion of the Offering, there will be shares of Common Stock
outstanding and no shares of Preferred Stock outstanding. As of March 31,
1998, there were outstanding shares of Common Stock. In addition, upon
completion of the Offering, options to purchase shares of Common Stock
will be outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to the
preferences that may be applicable to any outstanding Preferred Stock, the
holders of Common Stock are entitled to receive dividends as and when declared
by the Board of Directors out of funds legally available for dividends, and,
in the event of liquidation, dissolution or winding up of the Company, to
share ratable in all assets remaining after the payment of liabilities. The
Common Stock has no preemptive, conversion or other subscription rights. All
outstanding shares of Common Stock are fully paid and nonassessable.
Upon completion of this Offering, the directors and executive officers of
the Company will beneficially own approximately % of the Company's
outstanding shares and accordingly will be in a position to effectively elect
all of the Company's directors and control the affairs of the Company.
PREFERRED STOCK
The Board of Directors is authorized to issue the Company's undesignated
Preferred Stock in one or more series, to determine the powers, preferences
and rights, and the qualifications, limitations or restrictions, granted to or
imposed upon any wholly unissued series of undesignated Preferred Stock, and
to fix the number of shares constituting any series and the designation of
such series, without any further vote or action by the stockholders. The
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company and may adversely affect the
voting and other rights of the holders of Common Stock.
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS
The Company's Certificate of Incorporation limits the liability of directors
of the Company to the fullest extent permitted under Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL"). To this end, no director of the
Company will be liable to the Company or to its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability for
(i) any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) any willful or
negligent payment of an unlawful dividend, stock purchase, or redemption, or
(iv) any transaction from which the director derived an improper personal
benefit.
The Certificate of Incorporation provides that the Board of Directors
consist of three classes of directors serving for staggered three-year terms.
As a result, one-third of the Company's Board of Directors will be elected
each year. In accordance with the DGCL, directors serving on classified boards
of directors may only be removed from office for cause. The Certificate of
Incorporation provides that stockholders may take such action only by the
affirmative vote of at least a majority of the voting stock outstanding and
that there shall be no cumulative voting. However, upon completion of this
Offering, the Certificate of Incorporation provides that stockholders may not
take action by written consent in lieu of a meeting. The Certificate of
Incorporation also provides that special meetings may be called at any time,
but only by the Chairman of the Board. Both such provisions may not be amended
or repealed except by the affirmative vote of at least 75% of the shares of
stock of the Company issued and outstanding.
The Company's Bylaws provide that only the Board of Directors may call a
special meeting of stockholders and that stockholders must follow an advance
notification procedure for certain stockholder nominations of
42
<PAGE>
candidates and for certain other stockholder business to be conducted at the
annual meeting. These provisions could, under certain circumstances, operate
to delay, defer or prevent a change in control of the Company.
These provisions could delay or frustrate the removal of incumbent directors
or a change in control of the Company. The provisions also could discourage,
impede or prevent a merger, tender offer or proxy contest, even if such event
would be favorable to the interests of stockholders.
SECTION 203 OF DGCL
As a corporation organized under the laws of the State of Delaware, the
Company is subject to Section 203 of the DGCL which restricts certain business
combinations between the Company and an "interested stockholder" (in general,
a stockholder owning 15% or more the Company's outstanding voting stock) or
its affiliates or associates for a period of three years following the date on
which the stockholder becomes an "interested stockholder." The restrictions do
not apply if (i) the corporation has elected in its certificate of
incorporation not to be governed by the Delaware anti-takeover law (the
Company has not made such an election), (ii) prior to a person qualifying as
an "interested stockholder," the Board of Directors approves either the
business combination or the transaction which would cause such individual to
become an "interested stockholder," (iii) upon consummation of the transaction
in which any person becomes an "interested stockholder," such person owns at
least 85% of the voting stock of the Company outstanding at the time the
transaction commences (excluding shares owned by certain employee stock
ownership plans and persons who are both directors and officers of the
Company) or (iv) on or subsequent to the date on which a person becomes an
"interested stockholder," the business combination is both approved by the
Board of Directors and authorized at an annual or special meeting of the
Company's stockholder, without written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock not owned by the "interested
stockholder."
INCLUSION ON THE NASDAQ NATIONAL MARKET
Application has been made to list the Common Stock on the Nasdaq National
Market under the symbol "PERS."
TRANSFER AGENT
The transfer agent for the Common Stock is the American Stock Transfer &
Trust Company, New York, New York.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this Offering, there has been no public market for the Common
Stock. The Company cannot predict the effect, if any, that sales of Common
Stock or the availability of such shares for sale will have on the market
price of the Common Stock prevailing from time-to-time. Future sales of
substantial amounts of Common Stock in the public market, including shares
issued upon the exercise of options to be granted pursuant to the Company's
Stock Option Plan, could adversely affect the prevailing market price of the
Common Stock.
Upon completion of this Offering, the Company will have shares of Common
Stock outstanding, of which shares will be freely transferable without
restriction under the Securities Act, except for any shares held by an
"affiliate" of the Company (as that term is defined by the rules and
regulations issued under the Securities Act), which will be subject to the
resale limitations of Rule 144 under the Securities Act. Without considering
the Lock-up Agreements described below, shares of Common Stock held by
current stockholders will be eligible for sale in the public market in
reliance on Rule 144 under the Securities Act commencing 90 days following the
Offering.
The Company's officers, directors and stockholders have executed lock-up
agreements under which they have agreed not to sell or otherwise dispose of
any Common Stock owned by them for a period ending 270 days after the closing
of the Offering without the consent of the Representatives.
43
<PAGE>
In general, under Rule 144 as currently in effect, beginning 90 days after
the Offering, a person (or persons whose shares are aggregated) who
beneficially owns shares as to which at least one year has elapsed since the
date of acquisition in a transaction not involving a registered public
offering is entitled to sell within any three-month period a number of shares
that does not exceed the greater of one percent of the then outstanding shares
of Common Stock ( shares immediately after this Offering) or the average
weekly trading volume of the Common Stock on over-the-counter market during
the four calendar weeks preceding the date on which notice of the sale is
filed with the Securities and Exchange Commission (the "Commission"). Sales
under Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about the
Company. Any person (or persons whose shares are aggregated) who is not deemed
to have been an affiliate of the Company at any time during the 90 days
preceding a sale, and who beneficially owns shares as to which at least one
year has elapsed since the later of the date of the acquisition of the
securities from the Company or from an affiliate of the Company, would be
entitled to sell such shares under Rule 144 without regard to the volume
limitations, manner-of-sale provisions, public information requirements or
notice requirements.
44
<PAGE>
UNDERWRITING
The Underwriters named below, acting through their representatives, Sutro &
Co. Incorporated and L.H. Friend, Weinress, Frankson & Presson, Inc. (the
"Representatives"), have severally agreed, subject to the terms and conditions
of the Underwriting Agreement with the Company, to purchase from the Company
the number of shares of Common Stock set forth opposite their respective
names. The Underwriters are committed to purchase and pay for all such shares
if any are purchased.
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERWRITERS OF COMMON STOCK
------------ ----------------
<S> <C>
Sutro & Co. Incorporated....................................
L.H. Friend, Weinress, Frankson & Presson, Inc..............
----
Total.....................................................
====
</TABLE>
The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public on the terms set
forth on the cover page of this Prospectus. The Underwriters may allow
selected dealers a concession of not more than $ per share, and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the initial public offering,
the price and concessions and reallowances to dealers may be changed by the
Representatives. The Common Stock is offered subject to receipt and acceptance
by the Underwriters and to certain other conditions, including the right to
reject orders in whole or part.
The Company has granted the Underwriters an option exercisable for 45 days
after the date of the Underwriting Agreement to purchase up to a maximum of
additional shares of Common Stock to cover over-allotments, if any. If the
Underwriters exercise such option, the Underwriters have severally agreed,
subject to certain conditions, to purchase such additional shares in
approximately the same proportion as set forth in the foregoing table.
The Company has agreed to indemnify the Underwriters and certain related
persons against certain liabilities relating to the offering contemplated by
this Prospectus, including liabilities under the Securities Act, or to
contribute to payments which the Underwriters may be required to make in
respect thereof.
The Company's directors, officers and stockholders have agreed not to offer,
sell or otherwise dispose of any shares of Common Stock or any securities
convertible into or exchangeable for shares of Common Stock of the Company for
a period of 270 days after the date of this Prospectus without the prior
written consent of Sutro & Co. Incorporated except for a bona fide gift to a
third party or as a distribution to the partners or stockholders of a Company
stockholder, provided that the recipient(s) thereof agree in writing to be
bound by the terms of the lock-up agreement to which such stockholder is
bound.
The Underwriters may engage in stabilizing bids, cover syndicate short
positions or impose penalty bids. If the Underwriters create a short position
in the Common Stock in connection with this Offering (i.e., if they sell more
shares of Common Stock than are set forth on the cover page of this
Prospectus), the Representatives may reduce that short position by purchasing
Common Stock in the open market. The Representatives also may elect to reduce
any short position by exercising all or part of the over-allotment option
described herein.
The Representatives also may impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representatives purchase
shares of Common Stock in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Stock, they may reclaim the
amount of the selling concession from the Underwriters and selling group
members who sold those shares as part of this Offering. In general, purchases
of a security for the purpose of stabilization or to reduce a syndicate short
position could cause the price of the security to be higher than it might
otherwise be in the absence of such purchases. The imposition of a penalty bid
may have an effect on the price of a security to the extent that it were to
discourage resales of the security by purchasers in this offering.
45
<PAGE>
Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of, or any effect that the
transactions described above may have on, the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that the Representatives will engage in such transactions or,
once commenced, will not be discontinued at any time without notice.
The Company has agreed to sell to the Representatives warrants to purchase
from the Company up to shares of Common Stock at an exercise price per
share equal to 120% of the initial public offering price per share (the
"Representatives' Warrants"). The Representatives' Warrants may not be sold,
transferred, assigned, pledged or hypothecated for a period of nine months
from the date of this Prospectus except to officers and partners of the
Representatives and other members of the underwriting or selling group and
officers or partners thereof in compliance with the applicable provisions of
the Corporate Financing Rules of the National Association of Securities
Dealers, Inc. The Representatives' Warrants will be exercisable for a 5 year
period beginning 1 year from the date of this Prospectus. In addition, the
Company has granted certain demand and piggyback registration rights to the
holders of the Representatives' Warrants, which enable them to register the
Common Stock underlying the Representatives' Warrants under the Securities
Act.
Prior to this offering, there has been no public market for the Common
Stock. Accordingly, the initial public offering price for the Common Stock was
determined by negotiations between the Company and the Representatives. Among
the factors considered in such negotiations were the history of, and the
prospects for, the Company and the industry in which it competes, an
assessment of the Company's management, its past and present operations, its
past and present earnings and the trend of such earnings, the prospects for
future earnings, the present state of the Company's development, the general
conditions of the securities market at the time of the Offering, and the
market prices of publicly-traded common stocks of comparable companies in
recent periods. The Representatives have informed the Company that the
Underwriters do not intend to confirm sales to any accounts over which they
exercise discretionary authority.
Application has been made to have the Common Stock listed on the Nasdaq
National Market under the symbol "PERS."
46
<PAGE>
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon for the
Company by Morse, Zelnick, Rose & Lander, LLP, New York, New York. Certain
matters will be passed upon for the Underwriters by Milbank, Tweed, Hadley &
McCloy, Los Angeles, California.
EXPERTS
The consolidated financial statements and schedule included in this
Prospectus and elsewhere in the Registration Statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen
LLP and Friedman Alpren & Green LLP, independent public accountants, and are
included herein in reliance upon the authority of said firms as experts in
giving said reports.
ADDITIONAL INFORMATION
The Company has filed a Registration Statement on Form S-1 under the
Securities Act with the Commission with respect to the Shares offered hereby.
This Prospectus filed as a part of the Registration Statement does not contain
all of the information contained in the Registration Statement and the
exhibits thereto, certain portions of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Shares offered hereby, reference is made to
such Registration Statement including the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents of any contract,
agreement or other documents are not necessarily complete, and in each
instance, reference is made to such contract, agreement or other documents
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration Statement and
exhibits may be inspected without charge and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the New York
regional office of the Commission at Seven World Trade Center, 13th Floor, New
York, New York 10048 and at Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains an Internet web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of that site is
http://www.sec.gov.
The Company intends to furnish its stockholders with annual reports
containing consolidated financial statements audited by its independent
certified public accountants.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained herein under "Prospectus Summary," "Risk
Factors," "Summary Financial Data," "Selected Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," including, without limitation, those concerning (i) the Company's
strategy, (ii) the Company's expansion plans and (iii) the Company's capital
expenditures contain forward-looking statements (within the meaning of Section
27A of the Securities Act) concerning the Company's operations, economic
performance and financial condition. Because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause such
differences include, but are not limited to, those discussed under "Risk
Factors." The Company undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances.
47
<PAGE>
PERISCOPE I SPORTSWEAR, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................. F-2
Independent Auditors' Report............................................. F-3
Consolidated Balance Sheets as of December 31, 1996 and 1997 and March
31, 1998 (Unaudited).................................................... F-4
Consolidated Statements of Operations for the Years Ended December 31,
1995, 1996 and 1997 and for the Three Months Ended March 31, 1997 and
1998 (Unaudited)........................................................ F-5
Consolidated Statements of Stockholders' Equity (Deficiency) for the
Years Ended December 31, 1995, 1996 and 1997 and for the Three Months
Ended March 31, 1998 (Unaudited)........................................ F-6
Consolidated Statements of Cash Flows for the Years Ended December 31,
1995, 1996 and 1997 and for the Three Months Ended March 31, 1997 and
1998 (Unaudited)........................................................ F-7
Notes to Consolidated Financial Statements............................... F-8
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Periscope I Sportswear, Inc.:
We have audited the accompanying consolidated balance sheet of Periscope I
Sportswear, Inc. and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Periscope
I Sportswear, Inc. and subsidiaries as of December 31, 1997, and the results
of their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
New York, New York
June 8, 1998
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
Periscope I Sportswear, Inc.:
We have audited the accompanying consolidated balance sheet of Periscope I
Sportswear, Inc. and Subsidiaries as of December 31, 1996, and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for each of the years in the two-year period ended December 31,
1995 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Periscope
I Sportswear, Inc. and Subsidiaries as of December 31, 1996, and the results
of their operations and their cash flows for each of the years in the two-year
period ended December 31, 1995 and 1996, in conformity with generally accepted
accounting principles.
/s/ FRIEDMAN ALPREN & GREEN LLP
New York, New York
March 3, 1997
F-3
<PAGE>
PERISCOPE I SPORTSWEAR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- MARCH 31,
1996 1997 1998
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................ $ 103,129 $ 181,397 $ 171,717
Cash and cash equivalents--restrict-
ed................................. 31,709 315,289 37,305
Accounts receivable, less allowance
for doubtful accounts of $50,000 as
of December 31, 1996 and 1997 and
$8,880 as of March 31, 1998........ 178,148 317,834 274,009
Loan receivable--officer............ 47,500 -- --
Income tax refund receivable........ 149,747 98,572 --
Inventories......................... 9,228,509 10,996,315 14,775,451
Advances to officer................. -- 583,392 583,392
Prepaid income taxes................ 389,583 -- --
Prepaid expenses and other current
assets............................. 462,009 652,098 1,369,848
------------ ------------ ------------
Total current assets............... 10,590,334 13,144,897 17,211,722
PROPERTY AND EQUIPMENT, at cost, less
accumulated depreciation and amorti-
zation.............................. 295,387 381,874 388,616
LOAN RECEIVABLE--Officer, less cur-
rent portion........................ 872,813 906,459 906,459
DEFERRED FINANCING COSTS, less accu-
mulated amortization of $160,662,
$417,723 and $481,989 as of December
31, 1996 and 1997 and March 31,
1998, respectively.................. 1,124,640 867,579 803,313
SECURITY DEPOSITS.................... 92,581 81,738 81,738
------------ ------------ ------------
Total assets....................... $ 12,975,755 $ 15,382,547 $ 19,391,848
============ ============ ============
LIABILITIES AND STOCKHOLDERS' DEFI-
CIENCY
CURRENT LIABILITIES:
Current maturities of long-term
debt............................... $ 1,400,000 $ 1,200,000 $ 850,000
Due to factor....................... 3,288,019 5,138,996 6,627,484
Accounts payable.................... 6,234,020 5,797,206 8,902,117
Accrued expenses and other current
liabilities........................ 297,003 564,680 304,941
------------ ------------ ------------
Total current liabilities.......... 11,219,042 12,700,882 16,684,542
LONG-TERM DEBT....................... 17,600,000 18,500,000 18,500,000
------------ ------------ ------------
Total liabilities.................. 28,819,042 31,200,882 35,184,542
------------ ------------ ------------
COMMITMENTS AND CONTINGENCIES (Note
9)
STOCKHOLDERS' DEFICIENCY:
Common stock, no par value; 200
shares authorized, 80.8 shares is-
sued and 40.8 shares outstanding as
of December 31, 1996 and 1997 and
March 31, 1998..................... 40,000 40,000 40,000
Additional paid-in capital.......... 731,229 731,229 731,229
Accumulated deficit................. (5,234,516) (5,209,564) (5,183,923)
Treasury stock (40 shares), at cost,
as of December 31, 1996 and 1997
and March 31, 1998................. (11,380,000) (11,380,000) (11,380,000)
------------ ------------ ------------
Total stockholders' deficiency..... (15,843,287) (15,818,335) (15,792,694)
------------ ------------ ------------
Total liabilities and stockholders'
deficiency........................ $ 12,975,755 $ 15,382,547 $ 19,391,848
============ ============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
F-4
<PAGE>
PERISCOPE I SPORTSWEAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED MARCH 31,
------------------------------------ ------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET SALES............... $67,316,603 $78,706,090 $87,957,306 $16,734,844 $16,447,510
COST OF SALES........... 50,668,537 62,902,505 70,610,571 13,438,080 12,713,925
----------- ----------- ----------- ----------- -----------
Gross profit........... 16,648,066 15,803,585 17,346,735 3,296,764 3,733,585
----------- ----------- ----------- ----------- -----------
OPERATING EXPENSES:
Selling and shipping... 5,777,768 7,544,526 8,546,165 1,713,584 1,823,087
General and administra-
tive.................. 3,475,558 6,685,071 3,972,833 1,204,025 746,827
----------- ----------- ----------- ----------- -----------
9,253,326 14,229,597 12,518,998 2,917,609 2,569,914
----------- ----------- ----------- ----------- -----------
Income from opera-
tions................. 7,394,740 1,573,988 4,827,737 379,155 1,163,671
FACTORING AND FINANCING
COSTS.................. 1,047,034 3,244,554 4,743,107 1,067,541 1,138,030
----------- ----------- ----------- ----------- -----------
Income (loss) before
income tax provision
(benefit)............. 6,347,706 (1,670,566) 84,630 (688,386) 25,641
INCOME TAX PROVISION
(BENEFIT).............. 253,000 (15,000) 59,678 -- --
----------- ----------- ----------- ----------- -----------
Net income (loss)...... $ 6,094,706 $(1,655,566) $ 24,952 $ (688,386) $ 25,641
=========== =========== =========== =========== ===========
BASIC AND DILUTED
EARNINGS PER SHARE..... $ 76,184 $ (30,101) $ 612 $ (16,872) $ 628
=========== =========== =========== =========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING............ 80.0 55.0 40.8 40.8 40.8
=========== =========== =========== =========== ===========
PRO FORMA NET INCOME
DATA (Unaudited) (Notes
2 and 8):
Income before income
tax provision, as
reported.............. $ 6,347,706
Pro forma income tax
provision............. 2,729,514
-----------
Pro forma net income... $ 3,618,192
===========
Pro forma basic and
diluted earnings per
share................. $ 45,227
===========
Pro forma weighted
average shares
outstanding........... 80.0
===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
F-5
<PAGE>
PERISCOPE I SPORTSWEAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
RETAINED TOTAL
COMMON STOCK ADDITIONAL EARNINGS TREASURY STOCK STOCKHOLDERS'
-------------- PAID-IN (ACCUMULATED -------------------- EQUITY
SHARES AMOUNT CAPITAL DEFICIT) SHARES AMOUNT (DEFICIENCY)
------ ------- ---------- ------------ ------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31,
1994................... 80.0 $40,000 $ 29,835 $ 5,084,737 -- $ -- $ 5,154,572
Dividends to
stockholders.......... -- -- -- (5,409,667) -- -- (5,409,667)
Net income............. -- -- -- 6,094,706 -- -- 6,094,706
---- ------- -------- ----------- ----- ------------ ------------
BALANCE, December 31,
1995................... 80.0 40,000 29,835 5,769,776 -- -- 5,839,611
Dividends to
stockholders.......... -- -- -- (9,348,726) -- -- (9,348,726)
Acquisition of treasury
stock................. -- -- -- -- (40.0) (11,380,000) (11,380,000)
Stockholder
contribution.......... -- -- 685,714 -- (4.8) -- 685,714
Common stock issued in
connection with
financing............. -- -- -- -- 4.8 -- --
Issuance of common
stock................. 0.8 -- 15,680 -- -- -- 15,680
Net loss............... -- -- -- (1,655,566) -- -- (1,655,566)
---- ------- -------- ----------- ----- ------------ ------------
BALANCE, December 31,
1996................... 80.8 40,000 731,229 (5,234,516) (40) (11,380,000) (15,843,287)
Net income............. -- -- -- 24,952 -- -- 24,952
---- ------- -------- ----------- ----- ------------ ------------
BALANCE, December 31,
1997................... 80.8 40,000 731,229 (5,209,564) (40) (11,380,000) (15,818,335)
Net income
(Unaudited)........... -- -- -- 25,641 -- -- 25,641
---- ------- -------- ----------- ----- ------------ ------------
BALANCE, March 31, 1998
(Unaudited)............ 80.8 $40,000 $731,229 $(5,183,923) (40) $(11,380,000) $(15,792,694)
==== ======= ======== =========== ===== ============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
F-6
<PAGE>
PERISCOPE I SPORTSWEAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)...... $ 6,094,706 $ (1,655,566) $ 24,952 $ (688,386) $ 25,641
Adjustments to
reconcile net income
(loss) to net cash
provided by (used in)
operating activities--
Depreciation and
amortization.......... 58,584 242,353 402,782 102,961 82,266
Provision for doubtful
accounts.............. 102,441 17,572 196,847 -- 48,976
Loss on sale of
property and
equipment............. 1,339 -- -- -- --
Interest income earned
on restricted cash
and cash
equivalents........... (3,046) (1,663) (1,479) -- --
Issuance of common
stock as
compensation.......... -- 15,680 -- -- --
Changes in assets and
liabilities--
Accounts receivable... (214,964) 27,009 (336,533) (268,422) (5,151)
Income tax refund
receivable........... -- (149,747) 51,175 -- 98,572
Inventories........... (2,614,400) (4,227,524) (1,767,806) (1,888,566) (3,779,136)
Prepaid income
taxes................ 39,017 (389,583) 389,583 1,000 --
Prepaid expenses and
other current
assets............... (19,108) (202,875) (190,089) 139,379 (717,750)
Security deposits..... 7,328 (30,477) 10,843 (5,690) --
Due to factor......... 2,228,463 5,445,100 850,977 1,510,968 1,238,488
Accounts payable...... (350,990) 2,562,422 (436,814) 1,119,725 3,104,911
Accrued expenses and
other current
liabilities.......... 182,621 (152,872) 267,677 (38,311) (259,739)
----------- ------------ ---------- ----------- -----------
Net cash provided by
(used in) operating
activities.......... 5,511,991 1,499,829 (537,885) (15,342) (162,922)
----------- ------------ ---------- ----------- -----------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Additions to property
and equipment......... (51,221) (205,083) (218,354) (67,976) (24,742)
Proceeds from sale of
property and
equipment............. 2,000 -- -- -- --
Payments on loans
receivable and
advances to officers.. -- 979,687 -- -- --
Advance to officer..... -- -- (583,392) -- --
----------- ------------ ---------- ----------- -----------
Net cash (used in)
provided by
investing
activities.......... $ (49,221) $ 774,604 $ (801,746) $ (67,976) $ (24,742)
----------- ------------ ---------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from long-term
debt.................. $ -- $ 20,000,000 $2,000,000 $ -- $ --
Advances from officer.. -- -- -- 130,000 --
Principal payments on
long-term debt........ -- (1,000,000) (300,000) -- (100,000)
Deferred financing
costs................. -- (599,589) -- -- --
Acquisition of treasury
stock................. -- (11,380,000) -- -- --
Dividends to
stockholders.......... (5,409,667) (9,348,726) -- -- --
----------- ------------ ---------- ----------- -----------
Net cash (used in)
provided by
financing
activities.......... (5,409,667) (2,328,315) 1,700,000 130,000 (100,000)
----------- ------------ ---------- ----------- -----------
(INCREASE) DECREASE IN
RESTRICTED CASH AND
CASH EQUIVALENTS....... -- -- (282,101) -- 277,984
----------- ------------ ---------- ----------- -----------
Net increase
(decrease) in cash.. 53,103 (53,882) 78,268 46,682 (9,680)
CASH, beginning of
period................. 103,908 157,011 103,129 103,129 181,397
----------- ------------ ---------- ----------- -----------
CASH, end of period..... $ 157,011 $ 103,129 $ 181,397 $ 149,811 $ 171,717
=========== ============ ========== =========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
F-7
<PAGE>
PERISCOPE I SPORTSWEAR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.NATURE OF OPERATIONS
Periscope I Sportswear, Inc. and Subsidiaries (the "Company") designs and
manufactures apparel through contractors. The Company provides an extensive
line of high quality women's and children's clothing, in the moderate price
category to major retailers, primarily for sale under private labels. The
Company operates in a highly competitive industry that is subject to changing
consumer demands and customer preferences.
In order to improve operating results and cash flows generated from
operations, the Company has implemented several strategies during the first
quarter of 1998. The Company has substantially increased the utilization of
Mexican contractors to produce its goods, which has reduced the Company's
production costs and improved gross profits. In addition, the Company made a
strategic decision to restructure its children's division with the objective
of achieving higher margins for this division.
During May 1996, the Company undertook a leveraged recapitalization whereby
the Company borrowed an aggregate of $18,000,000 (see Note 6). Substantially
all the proceeds from these loans were used to repurchase 40 shares of the
Company's common stock owned by a 50% stockholder (see Note 7) and to fund a
distribution to the remaining stockholder. In connection with the
recapitalization, the remaining majority stockholder sold 14 shares of the
Company's common stock to BancBoston Ventures, Inc. for $2,000,000, the fair
value of such stock. In addition, the remaining majority stockholder also
transferred 4.8 shares of the Company's common stock to three individuals as
consideration for services provided to the Company in connection with the
$18,000,000 financing discussed above. Accordingly, the Company recorded the
fair value of the 4.8 shares transferred ($685,714) as deferred financing
costs and as a credit to additional paid-in capital to reflect the
contribution made by the majority stockholder (see Note 7). The deferred
financing costs are being amortized over the life of the related debt as
factor and financing costs in the accompanying consolidated statements of
operations.
In addition, on May 17, 1996, Periscope I Sportswear, Inc. ("Periscope I")
transferred 99% of its net assets to Periscope Sportswear, LLC, a limited
liability company ("LLC"), and 1% of its net assets to Periscope II
Sportswear, Inc. ("Periscope II"), in a tax-free exchange for a 99% ownership
interest in the LLC and all of the common stock of Periscope II. Periscope II
then transferred its net assets to the LLC in exchange for a 1% ownership
interest. The accompanying consolidated financial statements include the
accounts and results of Periscope II and the LLC since their inception (May
17, 1996).
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries (see Note 1). All significant
intercompany accounts and transactions have been eliminated.
Unaudited Interim Consolidated Financial Information
All information with respect to the consolidated balance sheet as of March
31, 1998, the consolidated statements of operations and cash flows for the
three months ended March 31, 1997 and 1998 and the consolidated statement of
stockholders equity (deficiency) for the three months ended March 31, 1998 is
unaudited. In addition, cost of sales included in the accompanying statements
of operations was computed using the gross profit method. In the opinion of
management, all adjustments, consisting of normal recurring adjustments
necessary for a fair presentation of the results for such periods, have been
reflected therein. The
F-8
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results of operations that may be expected for
the full year.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market.
Property and Equipment
Property and equipment are recorded at cost and depreciated over their
estimated useful lives using the straight-line method. Leasehold improvements
are amortized over their lease terms or the estimated useful lives of the
assets, whichever is shorter. Maintenance and repairs are charged against
results of operations as incurred.
The estimated useful lives of the Company's property and equipment are as
follows:
<TABLE>
<S> <C>
Machinery and equipment.................................... 5-7 years
Furniture and fixtures..................................... 7 years
Automobiles................................................ 5 years
Computer equipment and software............................ 3-5 years
Leasehold improvements..................................... Life of the lease
</TABLE>
Long-Lived Assets
The Company reviews its long-lived assets and certain related intangibles
for impairment whenever changes in circumstances indicate that the carrying
amount of an asset may not be fully recoverable. The measurement of impairment
losses to be recognized is based on the difference between the fair values and
the carrying amounts of the assets. Impairment would be recognized in
operating results if a diminution in value occurred. The Company does not
believe that any such changes have occurred.
Deferred Financing Costs
The costs incurred for obtaining financing, including all related legal and
accounting fees, are recorded in the accompanying consolidated balance sheets
as deferred financing costs. Deferred financing costs are being amortized over
the life of the related debt (5 years).
Fair Value of Financial Instruments
Due to the short maturities of the Company's cash, receivables and payables,
the carrying values of these financial instruments approximates their fair
values. The fair value of the Company's debt is estimated based on the current
rates offered to the Company for debt with similar remaining maturities. The
Company believes that the carrying value of its debt estimates the fair value
of such debt instruments.
F-9
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Revenue Recognition
The Company recognizes revenues upon shipment of merchandise to its
customers, which policy has been followed consistently in the accompanying
consolidated financial statements. In previously issued financial statements
for the period May 17, 1996 to December 31, 1996 and for the three months
ended March 31, 1997, revenue for private label/special orders was accounted
for upon completion of production and segregation of such goods for delivery.
In connection with the Company's initial offering of its equity securities to
the public, the Company revised its recognition policy to record revenue for
all merchandise when shipped as the preferable method for all sales and the
results of operations for the year ended December 31, 1996 and the three
months ended March 31, 1997 have been restated accordingly.
Income Taxes
Periscope I and Periscope II file Federal income tax returns. The LLC is not
a taxpaying entity for Federal, New York state or New Jersey state income tax
purposes and, accordingly, no provisions are made for such taxes. Periscope I
and Periscope II's allocable shares of taxable income or loss from the LLC are
reportable on their income tax returns.
Prior to May 17, 1996, Periscope I had elected S Corporation status for
Federal, New York state and New Jersey state income tax purposes. Under these
elections, Periscope I's taxable income or loss was reportable by its
stockholders on their individual income tax returns, and Periscope I made no
provision for Federal income taxes. Reflected on the consolidated statement of
operations for the year ended December 31, 1995 is a pro forma calculation of
the provision for income taxes as if the Company had been a C Corporation for
Federal and state income tax purposes. The formation of Periscope II as a
wholly owned subsidiary required Periscope I to terminate its S Corporation
status and to be taxed as a C Corporation.
The Company accounts for income taxes utilizing the liability approach.
Deferred income taxes are provided for differences in the recognition of
assets and liabilities for tax and financial reporting purposes. Temporary
differences result primarily from various accruals and reserves being
deductible for tax purposes in future periods.
Earnings (Loss) Per Share
The Company has implemented Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("SFAS 128"), which establishes standards for the
method of computation, presentation and disclosure for earnings per share
("EPS"). SFAS 128 simplifies the standards for computing EPS previously found
in APB Opinion No. 15, "Earnings Per Share," and makes them comparable to
international EPS standards. It requires the presentation of two EPS amounts,
basic and diluted, on the face of the income statement for all entities with
complex capital structures and the restatement of all prior period EPS
calculations presented. Previously reported EPS amounts were not affected by
the adoption of this new standard. Basic earnings per share represents net
income (loss) divided by the weighted average shares outstanding. Diluted
earnings per share represents net income (loss) divided by the weighted
average shares outstanding adjusted for the incremental dilution of common
stock equivalents. There were no differences between basic and diluted EPS for
1995, 1996 and 1997.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards No. 131 ("SFAS 131"),
"Disclosures About Segments of an Enterprise and Related Information,"
introduces a new model for segment reporting, called the "management
approach." The management approach is based on the way that management
organizes segments within a company for making operating decisions and
assessing performance. Reportable segments can be based on
F-10
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
products and services, geography, legal structure, management structure--any
manner in which management disaggregates a company. The management approach
replaces the notion of industry and geographic segments in current accounting
standards. SFAS 131 is effective for fiscal years beginning after December 15,
1997. However, SFAS 131 need not be applied to interim statements in the
initial year of application. SFAS 131 requires restatement of all prior period
information reported. The Company intends to adopt this standard when required
and is in the process of determining the effect of SFAS 131 on the Company's
financial statement disclosures.
In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." The statement is intended to eliminate the diversity in
practice in accounting for internal-use software costs and improve financial
reporting. The statement is effective for fiscal years beginning after
December 15, 1998. The Company is in the process of determining the effect of
this statement on the Company's consolidated financial position and results of
operations.
Reclassifications
Certain reclassifications have been made to the prior years' consolidated
financial statements to conform with the current year presentation.
3.INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- MARCH 31,
1996 1997 1998
---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials............................. $4,628,630 $ 4,406,475 $ 5,920,861
Work-in-process........................... 1,969,079 2,037,581 2,737,842
Finished goods............................ 2,630,800 4,552,259 6,116,748
---------- ----------- -----------
Total inventories......................... $9,228,509 $10,996,315 $14,775,451
========== =========== ===========
</TABLE>
4.PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------ MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Machinery and equipment..................... $ 77,549 $117,458 $122,124
Furniture and fixtures...................... 66,740 85,233 97,670
Automobiles................................. 10,032 12,629 12,629
Computer equipment and software............. 114,679 269,148 276,787
Leasehold improvements...................... 83,844 86,730 86,730
-------- -------- --------
352,844 571,198 595,940
Less--Accumulated depreciation and amortiza-
tion....................................... (57,457) (189,324) (207,324)
-------- -------- --------
$295,387 $381,874 $388,616
======== ======== ========
</TABLE>
F-11
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5.FACTORING AND FINANCING ARRANGEMENTS
Substantially all of the Company's accounts receivable are factored on a
nonrecourse basis. Interest on advances made by the factor is charged at .5%
over prime (9% at December 31, 1997) and the factoring agreement is
collateralized by the Company's receivables and inventory. The agreement may
be terminated at the option of the factor with 60 days written notice. The
agreement also provides factoring fees and commissions. Total charges,
including interest expense, factoring fees and commissions, were $1,047,034,
$2,055,986, $2,764,761, $560,131 and $621,531 for the years ended December 31,
1995, 1996 and 1997 and for the three months ended March 31, 1997 and 1998,
respectively. Such charges are included in factoring and financing costs in
the accompanying consolidated financial statements.
6.DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ MARCH 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
BankBoston, N.A. term note pay-
able--$15 million term loan bor-
rowed on May 17, 1996. The term
note bears interest at the greater
of the lender's base rate or the
federal funds effective rate plus
1.25% (9.75% at December 31,
1997). The term note is payable in
quarterly principal installments
of $100,000 through December 31,
1998. Quarterly principal payments
increase to $500,000 through March
2001 with a final payment of
$8,700,000 due in May 2001. (a)... $14,000,000 $13,700,000 $13,600,000
Term note payable--$2 million term
loan borrowed on November 20,
1996. The term note bears interest
at prime plus 1% (9.5% at December
31, 1997). The term note is pay-
able in quarterly principal pay-
ments of $250,000 through November
1, 1998........................... 2,000,000 1,000,000 750,000
BancBoston Ventures, Inc., ("BBV")
subordinated note payable--$3 mil-
lion note payable due to a stock-
holder of the Company. The note
payable bears interest at 7% per
annum and is due on May 15, 2001.
The note payable is subordinated
to the Company's term notes pay-
able. (a)......................... 3,000,000 3,000,000 3,000,000
Subordinated note payable--note
payable due to a stockholder of
the Company. The note payable
bears interest at prime plus 0.5%
(9% at December 31, 1997), is sub-
ordinated through April 1, 1998
and is due on
January 1, 2000................... -- 2,000,000 2,000,000
----------- ----------- -----------
19,000,000 19,700,000 19,350,000
Less--Current maturities of long-
term debt......................... (1,400,000) (1,200,000) (850,000)
----------- ----------- -----------
Long-term debt..................... $17,600,000 $18,500,000 $18,500,000
=========== =========== ===========
</TABLE>
(a) During June 1998, the term note payable was amended to defer quarterly
payments due from June 1998 through March 1999 until April 1999. These
payments total $800,000 and have been reflected in the
F-12
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
accompanying consolidated financial statements at December 31, 1997 and
March 31, 1998 as long-term. In addition, the $15 million term note
payable and the $3 million subordinated note payable agreements were
also amended in June 1998 to require the prepayment of such notes if the
Company successfully completes an equity offering with net proceeds of
no less than $19.0 million and in consideration thereof, BBV agreed that
upon such prepayment it will contribute 4.6 shares of Common Stock to
the capital of the Company.
Under the provisions of the term notes, the Company is required to maintain
certain financial ratios and comply with other financial conditions. The term
notes also prohibit the Company from incurring certain additional
indebtedness, limit certain investments, advances or loans and restrict
substantial asset sales. At December 31, 1996 and 1997 and March 31, 1998, the
Company was not in compliance with certain covenants under the agreements and
obtained waivers related to the noncompliance.
The aggregate principal maturities of debt as of December 31, 1997 are as
follows:
<TABLE>
<S> <C>
1998............................................................. $ 1,200,000
1999............................................................. 2,300,000
2000............................................................. 2,000,000
2001............................................................. 14,200,000
-----------
$19,700,000
===========
</TABLE>
7.STOCKHOLDERS' EQUITY (DEFICIENCY)
Recapitalization
In connection with the recapitalization in May 1996 (see Note 1), the
Company repurchased 40 shares of common stock from a former stockholder for
$11,380,000. Such shares are included in treasury stock in the accompanying
consolidated financial statements. In addition, the majority stockholder also
transferred 4.8 shares of the Company's common stock to three individuals as
compensation for services provided to the Company in connection with the
$18,000,000 financing (see Notes 1 and 6). Accordingly, the Company recorded
the fair market value of the 4.8 shares transferred ($685,714) as a charge to
additional paid-in capital to reflect the contribution made by the majority
stockholder.
Incentive Stock Plan
In November 1996, the Company adopted a Stock Incentive Plan (the "1996
Plan") covering up to 4 shares of the Company's Common Stock, pursuant to
which officers, directors and key employees of the Company and consultants to
the Company are eligible to receive incentive stock options, stock
appreciation rights, restricted stock and restricted stock units. The
selection of participants, grants to receive incentive stock options, stock
appreciation rights, restricted stock and restricted stock units,
determination of price and other conditions relating to the exercise of
options is determined by the Board of Directors. In 1996, 0.8 shares of
restricted stock were issued under the 1996 Plan. The accompanying
consolidated financial statements include compensation expense recorded in
1996 totaling $15,680 related to the restricted stock issued. No other grants
have been made under the 1996 Plan.
F-13
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8.INCOME TAXES
Federal and state income tax provision (benefit) are as follows:
<TABLE>
<CAPTION>
FOR THE THREE
FOR THE YEARS MONTHS
ENDED DECEMBER 31, ENDED MARCH 31,
------------------- --------------------
1996 1997 1997 1998
--------- -------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Federal:
Current.......................... $(246,535) $241,103 $(189,713) $(120,469)
Deferred......................... (309,091) (133,024) 9,504 150,520
State:
Current.......................... (61,288) 114,509 (88,805) (57,432)
Deferred......................... (81,818) (67,235) 11,176 70,377
Valuation allowance............... 683,732 (95,675) 257,838 (42,996)
--------- -------- --------- ---------
$(15,000) $ 59,678 $ -- $ --
========= ======== ========= =========
</TABLE>
The differences in federal income taxes provided and the amounts determined
by applying the Federal statutory tax rate (34%) to income (loss) before
income taxes result from the following:
<TABLE>
<CAPTION>
FOR THE YEARS FOR THE THREE
ENDED DECEMBER MONTHS
31, ENDED MARCH 31,
------------------ ------------------
1996 1997 1997 1998
--------- ------- --------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Tax at statutory rate................ $(567,992) $28,774 $(234,051) $ 8,718
Add (deduct) the effect of:
State income taxes.................. (94,450) 31,201 (51,235) 8,544
Nondeductible expenses.............. (36,290) 95,378 27,448 25,734
Change in valuation allowance....... 683,732 (95,675) 257,838 (42,996)
--------- ------- --------- -------
$(15,000) $59,678 $ -- $ --
========= ======= ========= =======
</TABLE>
During 1995, the Company had elected S Corporation status for Federal, New
York and New Jersey State income tax purposes. Accordingly, the provision for
income taxes reflected in the accompanying consolidated statements of
operations for the year ended December 31, 1995 is substantially lower than
the pro forma provision reflecting the income tax provision as if the Company
were a C Corporation for Federal and state income tax purposes. The difference
in taxes provided in 1995 and the amounts determined by applying the Federal
statutory tax rate (34%) is due to the Company's S Corporation election.
The components of deferred income tax assets and liabilities, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------ MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current deferred income tax assets:
Net operating loss carryforwards............ $307,823 $ -- $177,629
Reserves and other, net..................... 390,909 588,057 367,432
-------- -------- --------
Total deferred income tax asset............ 698,732 588,057 545,061
Valuation allowance........................ (683,732) (588,057) (545,061)
-------- -------- --------
$ 15,000 $ -- $ --
======== ======== ========
</TABLE>
F-14
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The principal difference between the carryforwards available for tax return
purposes and financial reporting relates to reserves that have been recognized
in the financial statements that will result in future tax-deductible amounts.
A valuation allowance has been established to reserve for the net deferred tax
assets due to uncertainties surrounding the utilization of such carryforwards.
Sales by Periscope I or existing shareholders of common stock can cause a
"change of control," as defined in Section 382 of the Internal Revenue Code of
1986, as amended, which would limit the ability of Periscope I or its
subsidiaries to utilize these loss carryforwards in later tax periods. Should
such a change of control occur, the amount of loss carryforwards available for
use in any one year would most likely be substantially reduced. Future
treasury regulations, administrative rulings or court decisions may also
effect Periscope I's future utilization of its loss carryforwards.
9.COMMITMENTS AND CONTINGENCIES
Litigation
The Company and its subsidiaries are from time to time parties to litigation
arising in the normal course of their business. Management believes that none
of these actions will have a material adverse effect on the financial position
or results of operations of the Company and its subsidiaries.
Lease Commitments
The Company is obligated under noncancelable operating leases for
manufacturing, showroom and administrative facilities. Approximate future
minimum annual lease payments, exclusive of required payments for increases in
real estate taxes and operating costs, as of December 31, 1997 are as follows
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998............................................................ $ 568,333
1999............................................................ 571,716
2000............................................................ 505,187
2001............................................................ 305,600
2002............................................................ 101,867
----------
$2,052,703
==========
</TABLE>
Rent expense was $502,250, $658,789, $653,061, $160,687 and $157,872 for the
years ended December 31, 1995, 1996 and 1997 and for the three months ended
March 31, 1997 and 1998, respectively.
Consulting and Noncompetition Agreement
On May 15, 1996, the Company entered into a five-year consulting and
noncompetition agreement with a former stockholder. The agreement calls for an
annual fee of $75,000, payable in weekly installments, through May 2001.
Charges under the agreement totaled $52,768, $75,000, $18,750 and $18,750 for
the years ended December 31, 1996 and 1997 and for the three months ended
March 31, 1997 and 1998, respectively.
Employment Agreements
On May 17, 1996, the Company entered into an employment agreement with its
president, which expires on May 15, 2003. The agreement provides for an annual
salary of $1,700,000 for the first contract year, adjusted in the remaining
contract years at the discretion of the Company. In addition, the president
receives an annual
F-15
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
discretionary expense account in the amount of $300,000. During 1997, the
employment agreement was amended to reduce total annual compensation to
approximately $1,500,000. In addition, effective January 1, 1998, the
employment agreement was further amended to provide for base salary of
$500,000, a $450,000 performance based bonus and a $50,000 business expense
allowance.
In May 1998, the Company also entered into employment agreements with two of
its key executives. One agreement provides for annual base compensation of
$184,000 and additional compensation based on achieving certain performance
criteria. This agreement is for a three year term commencing on July 1, 1998.
The second agreement is for a five year term expiring in April 2003 and
provides for annual compensation of approximately $168,000.
Letters of Credit
The Company had approximately $2,300,000, $1,500,000 and $437,000 of open
letters of credit outstanding as of December 31, 1996 and 1997 and March 31,
1998, respectively.
10.PROFIT SHARING PLAN
The Company has a profit sharing plan which provides retirement benefits to
substantially all employees. Contributions are discretionary on the part of
the Company and are not allowed on the part of employees. There were no
contributions for the years ended December 31, 1995, 1996 and 1997 and for the
three months ended March 31, 1997 and 1998.
11.SIGNIFICANT CUSTOMERS
Two customers account for 31%, 26% and 44% of the Company's gross sales for
the years ended December 31, 1995 and 1997 and for the three months ended
March 31, 1998, respectively. Three customers account for 38% and 43% of the
Company's gross sales for the year ended December 31, 1996 and the three
months ended March 31, 1997, respectively.
12.RELATED PARTY TRANSACTIONS
On May 17, 1996, the Company converted advances totaling $950,000 due from
its president into a loan. The agreement provided for the loan to be forgiven
over a 20-year period in lieu of services provided to the Company by the
president. However, on April 17, 1997, the agreement was amended to charge
interest on the loan at a rate of prime plus 0.5% (9% at December 31, 1997)
and to provide for repayment of the loan in full in January 2000. Prior to the
amendment to the loan agreement, the Company recorded compensation expense of
$29,687, $13,854 and $11,875 for the years ended December 31, 1996 and 1997
and for the three months ended March 31, 1997, respectively.
Included in prepaid expenses and other current assets at December 31, 1997
and March 31, 1998 are advances due from a manufacturing contractor utilized
by the Company totaling $364,000 and $771,000, respectively. The advances are
due on demand and are non-interest bearing.
The Company purchases manufacturing-related services from Leo Ashkinadze
Cutting ("LAC") and JC Cutting Inc. ("JC Cutting"). An employee of the Company
owns both LAC and JC Cutting. Total fees paid to LAC and JC Cutting for the
years ended December 31, 1995, 1996 and 1997 and for the three months ended
March 31, 1997 and 1998 were $497,636, $179,664, $462,603, $103,425 and
$172,518, respectively.
F-16
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company purchases transportation-related services from Global Air, Inc.,
("Global"). The president of the Company is a principal shareholder of Global.
Total fees paid to Global for the years ended December 31, 1996 and 1997 and
for three months ended March 31, 1997 were $39,470, $64,101 and $36,216,
respectively. No such fees were paid to Global during the year ended December
31, 1995 and the three months ended March 31, 1998.
13.SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest and income taxes were as follows:
<TABLE>
<CAPTION>
FOR THE THREE
FOR THE YEARS ENDED DECEMBER MONTHS
31, ENDED MARCH 31,
------------------------------ -----------------
1995 1996 1997 1997 1998
-------- ---------- ---------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest.................... $594,069 $2,435,538 $3,604,347 $673,715 $870,235
Income taxes................ 234,500 559,981 14,136 3,222 6,751
======== ========== ========== ======== ========
</TABLE>
In May 1996, the remaining majority stockholder transferred 4.8 shares of
the Company's common stock to three individuals as consideration for services
provided to the Company in connection with the $18,000,000 financing (see Note
1 and 6). Accordingly, the Company recorded the fair value of the 4.8 shares
transferred ($685,714) as deferred financing costs and as a credit to
additional paid-in capital to reflect the contribution made by the majority
stockholder (see Note 7). The Company has reflected this transaction as a
noncash financing activity and has excluded these amounts from the
consolidated statement of cash flows for the year ended December 31, 1996.
14.SUBSEQUENT EVENTS
Reorganization
During May 1998, Periscope Sportswear, Inc., a wholly owned subsidiary was
incorporated in the State of Delaware. Periscope I intends to merge with
Periscope Sportswear, Inc. with the successor company being Periscope
Sportswear, Inc.
Initial Public Offering
The Company intends to offer shares of its common stock to the general
public in an initial public offering (the "Offering"). At December 31, 1997
and March 31, 1998, included in prepaid expenses and other current assets are
approximately $10,000 and $50,000, respectively of deferred registration costs
incurred in connection with the Offering of the Company's common stock. These
costs will be charged against additional paid-in capital upon the successful
completion of the Offering. If the Offering is unsuccessful, such costs will
be charged to expense.
The Company intends to utilize a portion of the net proceeds of the Offering
to repay the $15,000,000 term note payable and the $3,000,000 subordinated
note payable (see Note 6). If the Offering is successful and such repayment
occurs, the Company will expense the remaining deferred financing costs at
that date in the consolidated statement of operations.
Stock Option Plan
In May 1998, the Company adopted a Stock Option Plan (the "Stock Option
Plan"), pursuant to which officers, directors and key employees of the Company
and consultants to the Company are eligible to receive
F-17
<PAGE>
PERISCOPE I SPORTSWEAR INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
incentive stock options and nonqualified stock options. The Stock Option Plan
expires in May 2008. The number of shares available for grant under the Stock
Option Plan will be determined at a future date. The selection of
participants, grant of options, determination of price and other conditions
relating to the exercise of options is determined by the entire Board of
Directors. Incentive stock options granted under the Stock Option Plan are
exercisable for a period of up to 10 years from the date of grant at an
exercise price which is not less than the fair market value of a share of
Common Stock on the date of the grant, except that the term of an incentive
stock option granted under the Stock Option Plan to a stockholder owning more
than 10% of the outstanding Common Stock may not exceed five years and its
exercise price may not be less than 110% of the fair market value of a share
of Common Stock on the date of the grant.
F-18
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
----------------
TABLE OF CONTENTS
----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 1
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 12
Dividend Policy........................................................... 12
Capitalization............................................................ 13
Dilution.................................................................. 14
Selected Financial Data................................................... 15
Pro Forma Information..................................................... 17
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 19
Business.................................................................. 24
Management................................................................ 36
Principal Stockholders.................................................... 40
Certain Transactions...................................................... 41
Description of Capital Stock.............................................. 42
Shares Eligible for Future Sale........................................... 43
Underwriting.............................................................. 45
Legal Matters............................................................. 47
Experts................................................................... 47
Additional Information.................................................... 47
Special Note Regarding Forward-Looking Statements......................... 47
Index to Financial Statements............................................. F-1
</TABLE>
UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL BROKER-
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS, AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SHARES
COMMON STOCK
[LOGO]
PERISCOPE SPORTSWEAR, INC.
----------------
PROSPECTUS
----------------
SUTRO & CO. INCORPORATED
L.H. FRIEND, WEINRESS,
FRANKSON & PRESSON, INC.
, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the expenses of the issuance and distribution of the
securities being registered, other than underwriting commissions and expenses,
all of which will be paid by the Company. Other than the SEC registration fee
and the NASD filing fees all of such expenses are estimated.
<TABLE>
<S> <C>
Registration fee.................................................... $11,398.80
NASD fee............................................................ $ 4,364.00
Printing expenses................................................... $
Accounting fees and expenses........................................ $
Legal fees and expenses............................................. $
State securities law fees and expenses.............................. $
Transfer agent and registrar fees and expenses...................... $
Miscellaneous....................................................... $
----------
Total............................................................. $
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Underwriting Agreement provides for reciprocal indemnification between
the Company and its controlling persons, on the one hand, and the Underwriters
and their respective controlling persons, on the other hand, against certain
liabilities in connection with this Offering, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Registrant's Certificate of Incorporation and By-Laws provide that the
Registrant shall indemnify its directors to the full extent permitted by the
General corporation Law of the state of Delaware (the "DGCL") and may
indemnify any such person with respect to proceedings, claims or actions
initiated or brought voluntarily by any such person and not by way of defense,
or for any amounts paid in settlement of an action indemnified against by the
Registrant without the prior written consent of the Registrant. The Registrant
intends to enter into indemnity agreements with each of its directors. These
agreements may require the Registrant, among other things, to indemnify such
directors against certain liabilities that may arise by reason of their status
or service as directors, and to advance expenses to them as they incurred,
provided that they undertake to repay the amount advanced if it is ultimately
determined by a court that they are not entitled to indemnification, and to
obtain directors' liability insurance if available on reasonable terms.
In addition, the Registrant's Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of his or her fiduciary duty
as director, except for liability (i) for any breach of the directors' duty or
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which are intentional misconduct or a knowing violation of
law, (iii) for willful or negligent conduct in paying dividends or
repurchasing stock out of any other lawfully available funds or (iv) for any
transaction from which the director derives an improper personal benefit.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In May 1996, Glenn Sands, the Company's President and Chief Executive
Officer, sold shares of Common Stock to BancBoston Ventures, Inc. for
$2.0 million. Such shares were acquired for investment in a transaction exempt
from registration under the Securities Act of 1933 pursuant to Section 4(1)
thereof.
In May 1996, Glenn Sands, the Company's President and Chief Executive
Officer, sold shares of Common Stock to three individuals unaffiliated
with the Company, in consideration for past services. Such shares were
acquired for investment in a transaction exempt from registration under the
Securities Act of 1933 pursuant to Section 4(1) thereof.
II-1
<PAGE>
On November 1, 1996, the Registrant issued shares of Common Stock to
Scott Pianin, the Company's Executive Vice President and Chief Operating
Officer, in consideration for past services. Such shares were acquired for
investment in a transaction exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation of the Company
3.2 By-Laws of the Company
4.1 Specimen Stock Certificate*
5.1 Form of Opinion of Morse, Zelnick, Rose & Lander, LLP*
10.1 Stock Option Plan
10.2 Employment Agreement between the Company and Glenn Sands*
10.3 Employment Agreement between the Company and Scott Pianin*
10.4 Employment Agreement between the Company and Raymond Kuslansky*
10.5 Lease between the Company and Gettinger Associates*
10.6 Lease between the Company and Hartz Mountain Industries, Inc. for
distribution facility*
10.7 Term Loan Agreement between Periscope I Sportswear, Inc. and
BankBoston, N.A. (formerly known as The First National Bank of
Boston), together with the Sixth Amendment thereto*
10.8 Securities Purchase Agreement among Periscope I Sportswear, Inc.,
Glenn Sands and BancBoston Ventures, Inc.*
10.9 Agreement between the Company and BancBoston Ventures, Inc. with
respect to contribution of shares of Common Stock to the capital of
the Company*
21.1 Subsidiaries of the Registrant*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Friedman Alpren & Green LLP
23.3 Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit
5.1)*
24.1 Power of Attorney (included in signature page)
27.1 Financial Data Schedule
</TABLE>
- --------
* To be filed by amendment
(B) FINANCIAL STATEMENT SCHEDULES:
<TABLE>
<S> <C>
Index to Financial Statement Schedules................................... S-1
Report of Independent Public Accountants................................. S-2
Independent Auditor's Report............................................. S-3
Schedule II--Valuation and Qualifying Accounts........................... S-4
</TABLE>
All other schedules have been omitted because the information required to be
set forth therein is not applicable or is shown in the Company's Consolidated
Financial Statements or the Notes thereto.
ITEM 17. CERTAIN UNDERTAKINGS
A. The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
II-2
<PAGE>
B. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the Offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK ON JUNE 8, 1998.
Periscope Sportswear, Inc.
/s/ Glenn Sands
by: _________________________________
GLENN SANDS
President
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Glenn Sands and George Lander, or any one of them,
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments
to this Registration Statement, 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 or necessary to be done in and about the premises, 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 any one of them,
or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON JUNE 8, 1998.
SIGNATURE TITLE
/s/ Glenn Sands President, Chief Executive Officer
- ------------------------------------- and Director
GLENN SANDS
/s/ William Halpern Chief Financial Officer (principal
- ------------------------------------- financial and accounting officer)
WILLIAM HALPERN
/s/ Scott Pianin Director
- -------------------------------------
SCOTT PIANIN
II-4
<PAGE>
PERISCOPE I SPORTSWEAR, INC
INDEX TO FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................... S-2
Independent Auditors' Report............................................... S-3
Schedule II--Valuation and Qualifying Accounts............................. S-4
</TABLE>
S-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Periscope I Sportswear, Inc.:
We have audited in accordance with generally accepted auditing standards,
the financial statements of Periscope I Sportswear, Inc. and subsidiaries
included in this registration statement and have issued our report thereon
dated June 8, 1998. Our audit was made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The schedule listed in the
index above for the year ended December 31, 1997 is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ ARTHUR ANDERSEN LLP
New York, New York
June 8, 1998
S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Periscope I Sportswear, Inc.:
We have audited in accordance with generally accepted auditing standards,
the financial statements of Periscope I Sportswear, Inc. and subsidiaries
included in this registration statement and have issued our report thereon
dated March 3, 1997. Our audit was made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The schedule listed in the
index above for the years ended December 31, 1995 and 1996 is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ FRIEDMAN ALPREN & GREEN LLP
New York, New York
March 3, 1997
S-3
<PAGE>
PERISCOPE SPORTSWEAR I AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING WRITE- END OF
OF YEAR PROVISION RECOVERIES OFFS YEAR
---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31,
1995:
Allowance for doubtful
accounts............... $50,000 $102,441 $ 2,755 $(105,196) $50,000
------- -------- ------- --------- -------
Year Ended December 31,
1996:
Allowance for doubtful
accounts............... $50,000 $ 17,572 -- $ (17,572) $50,000
------- -------- ------- --------- -------
Year Ended December 31,
1997:
Allowance for doubtful
accounts............... $50,000 $196,847 $78,783 $(275,630) $50,000
------- -------- ------- --------- -------
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these schedules.
S-4
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
PERISCOPE SPORTSWEAR, INC.
The undersigned, being a natural person, solely for the purpose of
organizing a corporation under the provisions and subject to the requirements of
the laws of the State of Delaware (particularly Chapter 1, Title 8 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "General Corporation Law of the State
of Delaware"), hereby certifies that:
FIRST: The name of the corporation is Periscope Sportswear, Inc.
-----
(hereinafter called the "Corporation").
SECOND: The address of the registered office of the Corporation in the
------
State of Delaware is 9 East Loockerman Street, Dover, Delaware 11901. The name
of the registered agent of the Corporation at such address is National
Registered Agents, Inc. The Corporation's principle executive offices are
located 1407 Broadway, Suite 620, New York, New York 10018.
THIRD: The purpose of the Corporation is to engage in any lawful act or
-----
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which this
------
Corporation shall have authority to issue is 35,000,000 shares, consisting of
(i) 30,000,000 shares of Common Stock, $.001 par value per share ("Common
Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share
("Preferred Stock").
The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of this Corporation.
(A) COMMON STOCK.
1. General. All shares of Common Stock are of one class. All authorized
-------
and outstanding shares of Common Stock are to be fully paid and non-
assessable. The Common Stock has no preemptive, conversion or other
subscription rights to subscribe for any shares of any class of stock
of this Corporation, whether
<PAGE>
now or hereafter authorized. The holders of Common Stock are entitled
to one vote for each share held of record on all matters submitted to
a vote of stockholders. The voting, dividend and liquidation rights of
the holders of the Common Stock are subject to and qualified by the
rights of the holders of the Preferred Stock of any series as may be
designated by the Board of Directors upon any issuance of the
Preferred Stock of any series.
2. No Pre-emptive Rights. No holder of any of the shares of the Common
---------------------
Stock of the Corporation, whether now or hereafter authorized and
issued, shall be entitled as of right to purchase or subscribe for (1)
any unissued stock of any class, or (2) any additional shares of any
class to be issued by reason of any increase of the authorized capital
stock of the Corporation of any class, or (3) bonds, certificates of
indebtedness, debentures or other securities convertible into stock of
the Corporation, or carrying any right to purchase stock of any class,
but any such unissued stock or such additional authorized issue of any
stock or of other securities convertible into stock, or carrying any
right to purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms,
partnerships, corporations, associations or other entities and upon
such terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.
3. Voting. The holders of the Common Stock are entitled to one vote for
------
each share held at all meetings of stockholders. There shall be no
cumulative voting. The number of authorized shares of Common Stock
may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a
majority of the stock of this Corporation entitled to vote,
irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware.
4. Dividends. Dividends may be declared and paid on the Common Stock
---------
from funds lawfully available therefor as and when determined by the
Board of Directors and subject to any preferential dividend rights of
any then outstanding Preferred Stock.
5. Liquidation. Upon the dissolution or liquidation of this Corporation,
-----------
whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of this Corporation available for
distribution to its stockholders, subject to any preferential rights
of any then outstanding Preferred Stock.
(B) PREFERRED STOCK.
1. General. The Board of Directors, in the exercise of its discretion,
-------
is authorized to issue the undesignated Preferred Stock in one or more
series, to determine the powers, preferences and rights, and
qualifications, limitations or restrictions, granted to or imposed
upon any wholly unissued series of undesignated
2
<PAGE>
Preferred Stock, and to fix the number of shares constituting any
series and the designation of such series, without any further vote or
action by the stockholders.
2. No Pre-emptive Rights. No holder of any of the shares of any series
---------------------
of Preferred Stock of the Corporation, whether now or hereafter
authorized and issued, shall be entitled as of right to purchase or
subscribe for (1) any unissued stock of any class, or (2) any
additional shares of any class to be issued by reason of any increase
of the authorized capital stock of the Corporation of any class, or
(3) bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Corporation, or carrying any
right to purchase stock of any class, but any such unissued stock or
such additional authorized issue of any stock or of other securities
convertible into stock, or carrying any right to purchase stock, may
be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, partnerships, corporations,
associations or other entities and upon such terms as may be deemed
advisable by the Board of Directors in the exercise of its discretion.
FIFTH: The name and the mailing address of the incorporator are as
------
follows:
Name Mailing Address
---- ---------------
Jonathan D. Morse Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
SIXTH: (A) The management of the business and the conduct of the affairs
-----
of the Corporation shall be vested in its Board of Directors. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have the
same meaning, to wit, the total number of directors which the Corporation would
have if there were no vacancies. The original or other Bylaws of the Corporation
may be adopted, amended or repealed by the initial directors. After the
original or other Bylaws of the Corporation have been adopted, amended, or
repealed, as the case may be, in accordance with the provisions of Section 109
of the General Corporation Law of the State of Delaware, and after the
Corporation has received any payment for any of its stock, the power to adopt,
amend, or repeal the Bylaws of the Corporation may be exercised by the Board of
Directors of the Corporation.
(B) Until the consummation of an initial public offering (an "IPO") of the
Common Stock under the Securities Act of 1933, as amended (the "Act"), the
Corporation shall have one or more directors, the number of directors to be
determined from time to time by vote of a majority of the directors then in
office. Immediately upon the consummation of an IPO, the following provisions
shall apply:
3
<PAGE>
1. Number of Directors. The number of directors of the Corporation shall
--------------------
not be less than three nor more than 15. The exact number of
directors within the limitations specified in the preceding sentence
to be determined from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors.
2. Classes of Directors. The Board of Directors shall be and is divided
---------------------
into three classes: Class I, Class II and Class III. 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. The
persons who shall serve as the initial Class I, Class II and Class III
directors upon consummation of the IPO may be designated by the Board
of Directors prior to such IPO.
3. Election of Directors/Terms of Office. Election of directors need not
--------------------------------------
be by written ballot except as and to the extent provided in the
Bylaws of the Corporation. Except as otherwise provided herein, each
director shall serve for a term ending on the date of the third annual
meeting of the stockholders following the annual meeting at which such
director was elected. A director shall hold office until the annual
meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office for
cause. Each initial Class I director shall serve for a one year term;
each initial Class II director shall serve for a two year term; and
each initial Class III director shall serve for a three year term.
Notwithstanding the foregoing, the term of each director shall be
subject to the election and qualification of his successor and to his
earlier death, resignation or removal.
4. Allocation of Directors among Classes in the Event of Increases or
------------------------------------------------------------------
Decreases in the Number of Directors. In the event of any increase or
-------------------------------------
decrease in the authorized number of directors, (i) each director then
serving as such shall nevertheless continue as a director of the class
of which he is a member and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be
apportioned among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To
the extent possible, consistent with the foregoing rule, any newly
created directorships shall be added to those classes whose terms of
office are to expire at the latest dates following such allocation,
and any newly eliminated directorships shall be subtracted from those
classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time
by resolution adopted by the Board of Directors.
5. Preferred Stock Directors. Notwithstanding the foregoing, whenever
-------------------------
the holders of any one or more classes or series of Preferred Stock
issued by the Corporation shall have the right to vote separately by
class or series to elect directors at an annual or special meeting of
stockholders, the election, term of
4
<PAGE>
office, filling of vacancies and other features of such directorships
shall be governed by the terms of the Certificate of Designation
applicable thereto, and such directors so elected shall not be divided
into classes provided by this Article SIXTH, unless expressly provided
by such terms.
6. Removal. Directors of the Corporation may be removed only for cause
--------
by the affirmative vote of the holders of at least two-thirds of the
issued and outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors.
7. Vacancies. Any vacancy in the Board of Directors, however occurring,
---------
including a vacancy resulting from an enlargement of the Board of
Directors, shall be filled only by a vote of a majority of directors
then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected to
hold office until the next election of the class for which such
director shall have been chosen, subject to the election and
qualification of his successor and to his earlier death, resignation
or removal.
8. Stockholder Nominations and Introductions of Business. Advance notice
------------------------------------------------------
of stockholder nominations for election of directors and other
business to be brought by stockholders before either an annual or
special meeting of stockholders shall be given in the manner provided
by the Bylaws of the Corporation.
9. Committees. Wherever the term "Board of Directors" is used in this
-----------
Certificate of Incorporation, such term shall mean the Board of
Directors of the Corporation; provided, however that to the extent any
committee of directors of the Board of Directors exists, such
committee may exercise any right or authority of the Board of
Directors under this Certificate of Incorporation.
SEVENTH: The Corporation is to have perpetual existence.
--------
EIGHTH: Whenever a compromise or arrangement is proposed between this
-------
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
(S) 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
(S) 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholder or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the
5
<PAGE>
said compromise or arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
NINTH: Whenever the Corporation shall be authorized to issue only one
------
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever the
Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of the Certificate of Incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders except as the provisions of
paragraph (b)(2) of Section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.
TENTH: A director of the Corporation shall not be personally liable to the
------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
ELEVENTH: (a) Right to Indemnification. Each person who was or is made a
--------- ------------------------
party or is threatened to be made a party to or is involved in any action, suit,
claim or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators: provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding
6
<PAGE>
(or part thereof) was authorized by the Board of Directors. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition: provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer (in his or her capacity as a
director or officer and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers mentioned in this Article
ELEVENTH.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
-------------------------------
this Article is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
-------------------------
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense, to
---------
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
7
<PAGE>
TWELFTH: From time to time any of the provisions of this Certificate of
--------
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article TWELFTH.
THIRTEENTH: Meetings of the stockholders may be held within or without the
-----------
State of Delaware, as the Bylaws, amendments thereto, or amendments to this
Certificate of Incorporation may provide. The books of the Corporation may be
kept outside of the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or by the Bylaws, and
amendments thereto, or by the amendments to this Certificate of Incorporation.
FOURTEENTH: At any time during which a class of capital stock of this
-----------
Corporation is registered under Section 12 of the Securities Exchange Act of
1934 or any similar successor statute, stockholders of this Corporation may not
take any action by written consent in lieu of a meeting. Notwithstanding any
other provisions of law, this Certificate of Incorporation or the Bylaws of this
Corporation, and notwithstanding the fact that a lesser percentage may be
specified by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the shares of capital stock of this Corporation issued and
outstanding and entitled to vote generally in the election of directors shall be
required to amend or repeal, or to adopt any provision inconsistent with, this
Article FOURTEENTH.
FIFTEENTH: Special meetings of stockholders may be called at any time by
----------
only the Chairman of the Board of Directors of the Corporation, the Chief
Executive Officer (or if there is no Chief Executive Officer, the President) or
the Board of Directors of the Corporation. Business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or
purposes stated in the notice of meeting. Notwithstanding any other provision
of law, the Certificate of Incorporation or the Bylaws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
shares of capital stock of the Corporation issued and outstanding and entitled
to vote generally in the election of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with this Article FIFTEENTH.
Dated: May 19, 1998
/s/ Jonathan D. Morse
-------------------------------
Jonathan D. Morse, Incorporator
8
<PAGE>
EXHIBIT 3.2
ByLaws
of
Periscope Sportswear, Inc.
(a Delaware corporation)
ARTICLE I
---------
STOCKHOLDERS
-------------
A. CERTIFICATES REPRESENTING STOCK.
--------------------------------
Certificates representing stock in Periscope Sportswear, Inc.
(hereinafter referred to as the "Corporation") shall be signed by, or in the
name of the Corporation, by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation. Any or all the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue. Whenever the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class of stock, and whenever the Corporation shall issue
any shares of its stock as partly paid stock, the certificates representing
shares of any such class or series or of any such partly paid stock shall set
forth thereon the statements prescribed by the General Corporation Law. Any
restrictions on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.
The Corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
B. UNCERTIFICATED SHARES.
---------------------
Subject to any conditions imposed by the General Corporation Law, the
Board of Directors of the Corporation may provide by resolution or resolutions
that some or all of any or all classes or series of the stock of the Corporation
shall be uncertificated shares. Within a reasonable time after the issuance or
transfer of any uncertificated
<PAGE>
shares, the Corporation shall send to the registered owner thereof any written
notice prescribed by the General Corporation Law.
C. FRACTIONAL SHARE INTERESTS.
--------------------------
The Corporation may, but shall not be required to, issue fractions of
a share. If the Corporation does not issue fractions of a share, it shall (1)
arrange for the disposition of fractional interests by those entitled thereto,
(2) pay in cash the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined, or (3) issue scrip or
warrants in registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate) which shall
entitle the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share. A certificate for a fractional share or an
uncertificated fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
Corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing the full shares or uncertificated
full shares before a specified date, or subject to the conditions that the
shares for which scrip or warrants are exchangeable may be sold by the
Corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
D. STOCK TRANSFERS.
---------------
Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the Corporation shall be made only on the
stock ledger of the Corporation by the registered holder thereof, or by his
attorney hereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer agent or a registrar, if
any, and, in the case of shares represented by certificates, on surrender of the
certificate or certificates for such shares of stock properly endorsed and the
payment of all taxes due thereon.
E. RECORD DATE FOR STOCKHOLDERS.
-----------------------------
In order that the Corporation may determine the stockholders entitled
to notice of, or to vote at, any meeting of stockholders, or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders, shall be the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on
2
<PAGE>
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting. In order that the Corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining the stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the General Corporation Law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the General
Corporation Law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action. In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date shall be not
more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
F. MEANING OF CERTAIN TERMS.
-------------------------
As used herein in respect of the right to notice of a meeting of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case maybe, the term "for or
of stocks" or "of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock.
G. STOCKHOLDER MEETINGS.
---------------------
1. TIME. The annual meeting shall be held on the date and at the time
-----
fixed from time to time, by the Board of Directors, provided, that the
first
3
<PAGE>
annual meeting shall be held on a date within thirteen months after
the organization of the Corporation, and each successive annual
meeting shall be held on a date within thirteen months after the date
of the preceding annual meeting. A special meeting shall be held on
the date and at the time fixed by the Board of Directors.
2. PLACE. Annual meetings and special meetings shall be held at such
-----
place, within or without the State of Delaware, as the Board of
Directors may, from time to time fix. Whenever the Board of Directors
shall fail to fix such place, the meeting shall be held at the
executive office of the Corporation in the State of New York.
3. CALL. Annual meetings and special meetings may be called by the Board
-----
of Directors or by any officer instructed by the Board of Directors to
call the meeting.
4. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
---------------------------
given, stating the place, date, and hour of the meeting and stating
the place within the city or other municipality or community at which
the list of stockholders of the Corporation may be examined. The
notice of an annual meeting shall state that the meeting is called for
the election of directors and for the transaction of other business
which may properly come before the meeting, and shall, if any other
action which could be taken at a special meeting is to be taken at
such annual meeting, state such purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes
for which the meeting is called. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information,
or documents prescribed by the General Corporation Law. Except as
otherwise provided by the General Corporation Law, a copy of the
notice of any meeting shall be given, personally or by mail, not less
than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at
such other address which he may have furnished by request in writing
to the Secretary of the Corporation. Notice by mail shall be deemed
to be given when deposited, with postage thereon prepaid, in the
United States mail. If a meeting is adjourned to another time, not
more than thirty days hence, and/or to another place, and if an
announcement of the adjourned time and/or place is made at the
meeting, it shall not be necessary to give notice of the adjourned
meeting unless the directors, after adjournment, fix a new record date
for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of a stockholder
at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting
4
<PAGE>
for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.
5. STOCKHOLDER LIST. The officer who has charge of the stock ledger of
-----------------
the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged
in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place
within the city or other municipality or community where the meeting
is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall
be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section or the
books of the Corporation, or to vote at any meeting of stockholders.
6. MEETINGS OF STOCKHOLDERS.
-------------------------
(a) At an annual or special meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted
upon, including, without limitation, the nomination of persons for
election to the Board of Directors of the Corporation, as shall have
been properly brought before an annual or special meeting of
stockholders. To be properly brought before an annual or special
meeting of stockholders, business must be (i) in the case of a special
meeting, specified in the notice of the special meeting given pursuant
to Section G(4) of these bylaws or (ii) in the case of an annual
meeting, properly brought before the meeting by, or at the direction
of, the Board of Directors by any stockholder of the Corporation who
properly complies with the notice procedures set forth in paragraph
(b) of this Section 6.
(b) For a nomination or proposal to be properly brought before an
annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation.
To be timely, such stockholder's notice must be delivered to, or
mailed to and received at, the principal executive offices of the
Corporation not less than thirty (30) days and not more than sixty
(60) days prior to the scheduled annual meeting, regardless of any
postponements, deferrals or adjournments of
5
<PAGE>
that meeting to a later date; provided, however, that if less than
-------- -------
forty (40) days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the stockholder,
to be timely, must be so delivered or received not later than the
close of business on the tenth (10th) day following the earlier of the
day on which such notice of the date of the scheduled annual meeting
was mailed or the day on which such public disclosure was made. A
stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election to the
Board of Directors, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
Directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder,
including, without limitation, such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected and (ii) as to any other matter the stockholder proposes to
bring before the annual meeting, a brief description of the proposal
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; and (iii) as to any
matter the stockholder proposes to bring before the annual meeting
(including the nomination for election of directors), (x) the name and
address, as they appear on the Corporation's books, of the stockholder
proposing such business and any other stockholders known by such
stockholder to be supporting such proposal (or nomination), (y) the
class and number of shares of the Corporation's stock which are
beneficially owned by the stockholder on the date of such
stockholder's notice and by any other stockholders known by such
stockholder to be supporting such proposal (or nomination) on the date
of such stockholder's notice and (z) any financial interest of the
stockholder in such proposal (or nomination).
(c) The presiding officer of the meeting of stockholders shall have
the power and duty to determine whether a stockholder proposal or
nomination, as the case may be, was made in accordance with the terms
of this Section 6 and, if a stockholder proposal or nomination was not
made in accordance with such terms, to declare that such proposal or
nomination shall be disregarded.
(d) Nothing in this Section 6 shall prevent the consideration and
approval or disapproval at a meeting of stockholders of reports of
officers, directors and committees of the Board of Directors; but, in
connection with such reports, no business shall be acted upon at such
meeting unless the procedures set forth in this Section 6 are complied
with.
6
<PAGE>
7. CONDUCT OF MEETINGS. Meetings of the stockholders shall be presided
--------------------
over by officers in the order of seniority and if present and acting -
the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a secretary of the meeting.
8. PROXY REPRESENTATION. Every stockholder may authorize another person
---------------------
or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of
any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by
the stockholder or by his attorney-in-fact. No proxy shall be voted
or acted upon after three years from its date unless such proxy
provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the
stock itself or an interest in the Corporation generally.
9. INSPECTORS. The Board of Directors, in advance of any meeting, may,
-----------
but need not, appoint one or more inspectors of election to act at the
meeting or any adjournment thereof. If an inspector or inspectors are
not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors. In case any person who may be
appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to
the best of his ability. The inspectors, if any, shall determine the
number of shares of stock outstanding and the voting power of each,
the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes,
ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all
votes, ballots, or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question, or matter
7
<PAGE>
determined by him or them and execute a certificate of any fact found
by him or them.
10. QUORUM. The holders of a majority of the outstanding shares of stock
-------
shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the
meeting despite the absence of a quorum.
11. VOTING. Each share of stock shall entitle the holders thereof to one
-------
vote. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Any other action shall
be authorized by a majority of the votes cast except where the General
Corporation Law prescribes a different percentage of votes and/or a
different exercise of voting power, and except as may be otherwise
prescribed by the provisions of the Certificate of Incorporation and
these Bylaws. In the election of directors, and for any other action,
voting need not be by ballot.
ARTICLE II
----------
DIRECTORS
---------
A. FUNCTIONS AND DEFINITIONS.
--------------------------
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors of the Corporation. The Board of
Directors shall have the authority to fix the compensation of the members
thereof. The use of the phrase "whole board" herein refers to the total number
of directors which the corporation would have if there were no vacancies.
B. QUALIFICATIONS AND NUMBER.
--------------------------
A director need not be a stockholder, a citizen of the United States,
or a resident of the State of Delaware. The initial Board of Directors shall
consist of two persons. Upon the consummation of the initial public offering,
the number of directors constituting the whole board shall be at least five.
Subject to the foregoing limitation and except for the first Board of Directors,
such number shall be determined in the manner proscribed by the Certificate of
Incorporation.
C. ELECTION AND TERM.
------------------
The Certificate of Incorporation governs the election and term of
members of the Board of Directors as well as the action necessary to change such
governing provisions.
8
<PAGE>
D. MEETINGS.
---------
1. TIME. Meetings shall be held at such time as the Board of Directors
-----
shall fix, except that the first meeting of a newly elected Board of
Directors shall be held as soon after its election as the directors
may conveniently assemble.
2. PLACE. Meetings shall be held at such place within or without the
------
State of Delaware as shall be fixed by the Board of Directors.
3. CALL. No call shall be required for regular meetings for which the
-----
time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the Vice-
Chairman of the Board, if any, the President, or of a majority of the
directors in office.
4. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
----------------------------------------
for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall
be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. Notice need not be given to any
director or to any member of a committee of directors who submits a
written waiver of notice signed by him before or after the time stated
therein. Attendance of any such person at a meeting shall constitute
a waiver of notice of such meeting, except when he attends a meeting
for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the directors need be
specified in any written waiver of notice.
5. QUORUM AND ACTION. A majority of the whole Board of Directors shall
------------------
constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall
constitute a quorum, provided, that such majority shall constitute at
least one-third of the whole Board of Directors, if no vacancies
existed. A majority of the directors present, whether or not a quorum
is present, may adjourn a meeting to another time and place. Except
as herein otherwise provided, and except as otherwise provided by the
General Corporation Law, the vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of
the General Corporation Law and these Bylaws which govern a meeting of
directors held to fill vacancies and newly created directorships in
the Board of Directors or action of disinterested directors. Any
member or members of the Board of Directors or of any
9
<PAGE>
committee designated by the Board, may participate in a meeting of the
Board of Directors, or any such committee, as the case may be, by
means of a conference telephone call or similar communications
equipment by means of which all persons participating in the meeting
can hear each other.
6. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
------------------------
present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairman of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the
Board of Directors, shall preside.
E. REMOVAL OF DIRECTORS.
---------------------
Except as may otherwise be provided by the General Corporation Law,
any director or the entire Board of Directors may be removed only for cause by
the affirmative vote of the holders of at least two-thirds of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
generally in the election of directors.
F. COMMITTEES.
-----------
The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation with the
exception of any authority the delegation of which is prohibited by (S) 141 of
the General Corporation Law, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.
G. WRITTEN ACTION.
---------------
Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.
10
<PAGE>
ARTICLE III
-----------
OFFICERS
--------
The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board
of Directors choosing him, no officer other than the Chairman or Vice-Chairman
of the Board, if any, need be a director. Any number of offices may be held by
the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.
All officers of the Corporation shall have such authority and perform
such duties in the management and operation of the Corporation as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the Corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board of Directors shall assign to him. Any officer
may be removed, with or without cause, by the Board of Directors. Any vacancy
in any office may be filled by the Board of Directors.
ARTICLE IV
----------
CORPORATE SEAL
--------------
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE V
---------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
11
<PAGE>
ARTICLE VI
----------
CONTROL OVER BYLAWS
-------------------
Subject to the provisions of the Certificate of Incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
12
<PAGE>
EXHIBIT 10.1
PERISCOPE SPORTSWEAR, INC.
1998 STOCK OPTION PLAN
1. PURPOSES. The purposes of this Stock Option Plan are to attract and retain
qualified personnel for positions of substantial responsibility, to provide
additional incentive to the Employees of the Company or its Subsidiaries, if any
(as defined in Section 2 below), as well as other individuals who perform
services for the Company or its Subsidiaries, and to promote the success of the
Company's business.
Options granted hereunder may be either "incentive stock options", as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"non-qualified stock options", at the discretion of the Board and as reflected
in the terms of the written instrument evidencing an Option.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "COMMON STOCK" shall mean the Common Stock of the Company (par value
$.001 per share.)
(c) "COMPANY" shall mean Periscope Sportswear, Inc., a Delaware
corporation.
(d) "COMMITTEE" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.
(e) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board.
(f) "EMPLOYEE" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
(g) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
<PAGE>
(h) "INCENTIVE STOCK OPTION" shall mean a stock option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
(i) "NON-QUALIFIED STOCK OPTION" shall mean a stock option not intended to
qualify as an Incentive Stock Option.
(j) "OPTION" shall mean a stock option granted pursuant to the Plan.
(k) "OPTIONED STOCK" shall mean the Common Stock subject to an Option.
(l) "OPTIONEE" shall mean an Employee or other person who receives an
Option.
(m) "PARENT" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 425(e) of the Internal Revenue Code of 1986, as
amended.
(n) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(o) "SEC" shall mean the Securities and Exchange Commission.
(p) "SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
(q) "SUBSIDIARY" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of
1986, as amended.
3. STOCK.
Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number of shares which may be optioned and sold under the Plan is shares
of Common Stock. If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for further grant under the Plan.
4. ADMINISTRATION.
(a) PROCEDURE. The Company's Board of Directors may appoint a Committee to
administer the Plan. The Committee shall consist of not less than three members
of the Board of Directors who shall administer the Plan on behalf of the Board
of Directors, subject to such terms and conditions as the Board of Directors may
prescribe. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board of Directors. From time to time the Board of
Directors may increase the size of the Committee and appoint additional members
thereof, remove members (with or without
2
<PAGE>
cause), and appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the Committee and thereafter directly
administer the Plan.
If a majority of the Board of Directors is eligible to be granted Options
or has been eligible at any time within the preceding year, a Committee must be
appointed to administer the Plan. The Committee must consist of not less than
three members of the Board of Directors, all of whom are "disinterested persons"
as defined in Rule 16b-3 of the General Rules and Regulations promulgated under
the Exchange Act.
(b) POWERS OF THE BOARD. Subject to the provisions of the Plan, the Board,
or the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options, in accordance with Section 422A of the Internal Revenue
Code of 1986, as amended, or to grant Non-qualified Stock Options; (ii) to
determine, upon review of relevant information and in accordance with Section
8(b) of the Plan, the fair market value of the Common Stock; (iii) to determine
the exercise price per share of Options to be granted which exercise price shall
be determined in accordance with Section 8(a) of the Plan; (iv) to determine the
persons to whom, and the time or times at which, Options shall be granted and
the number of shares to be represented by each Option; (v) to interpret the
Plan; (vi) to prescribe, amend and rescind rules and regulations relating to the
Plan; (vii) to determine the terms and provisions of each Option granted (which
need not be identical) and, with the consent of the holder thereof, modify or
amend each Option; (viii) to accelerate or defer (with the consent of the
Optionee) the exercise date of any Option; (ix) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the grant
of an Option previously granted by the Board; and (x) to make all other
determinations deemed necessary or advisable for the administration of the Plan.
(c) EFFECT OF THE BOARD'S DECISION. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5. ELIGIBILITY; NON-DISCRETIONARY GRANTS.
(a) GENERAL. Incentive Stock Options may be granted only to Employees.
Non-qualified Stock Options may be granted to employees as well as directors
(subject to the limitations set forth in Section 4), independent contractors and
agents, as determined by the Board. Any person who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or Options.
The Plan shall not confer upon any Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.
(b) LIMITATION ON INCENTIVE STOCK OPTIONS. No Incentive Stock Option may
be granted to an Employee if, as the result of such grant, the aggregate fair
market value (determined at the time each option was granted) of the Shares with
respect to which such Incentive Stock Options are exercisable for the first time
by such Employee during any calendar year (under all such plans of the Company
and any Parent and Subsidiary) shall exceed One Hundred Thousand Dollars
($100,000).
3
<PAGE>
(c) NON DISCRETIONARY GRANTS. Each director of the Company, other than a
director who is an officer, employee or beneficial owner of 10% or more of the
Company's Common Stock (or an officer, director, employee or affiliate thereof),
upon first taking office shall be granted options for ________ shares of Common
Stock. Options covering _________ shares shall be exercisable immediately and
Options covering ______ shares shall be exercisable at the end of each
subsequent year of service on the Board. The exercise price of all Options
granted pursuant to this Section 5(c) shall be the fair market value of a share
of Common Stock on the date of grant.
6. TERM OF THE PLAN. The Plan shall become effective upon the earlier to occur
of (i) its adoption by the Board of Directors, or (ii) its approval by vote of
the holders of a majority of the outstanding shares of the Company entitled to
vote on the adoption of the Plan. The Plan shall continue in effect until May
15, 2008 unless sooner terminated under Section 13 of the Plan.
7. TERM OF OPTION. The term of each Option shall be ten (10) years from the
date of grant hereof or such shorter term as may be provided in the instrument
evidencing the Option. However, in the case of an Incentive Stock Option
granted to an Employee who, immediately before the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5) years from the day of grant thereof
or such shorter time as may be provided in the instrument evidencing the Option.
8. EXERCISE PRICE AND CONSIDERATION.
(a) The per Share exercise price for the Shares to be issued pursuant to
the exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:
(i) In the case of an Incentive Stock Option:
(A) granted to an Employee who, immediately before the grant of such
Incentive Stock Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the fair
market value per Share on the date of grant, as the case may be;
(B) granted to an Employee not subject to the provisions of Section
8(a)(i)(A), the per Share exercise price shall be no less than one hundred
percent (100%) of the fair market value per Share on the date of grant.
(ii) In the case of a Non-qualified Stock Option, the per Share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant.
4
<PAGE>
(b) The fair market value shall be determined by the Board in its
discretion; provided, however, that where there is a public market for the
Common Stock, the fair market value per Share shall be the mean of the bid and
asked prices or, if applicable, the closing price of the Common Stock on the
date of grant, as reported by the National Association of Securities Dealers
Automated Quotation (NASDAQ) System or, in the event the Common Stock is listed
on a stock exchange, the fair market value per Share shall be the closing price
on such exchange on the date of grant of the Option, as reported in the Wall
Street Journal.
(c) The consideration to be paid for the Shares to be issued upon exercise
of an Option or in payment of any withholding taxes thereon, including the
method of payment, shall be determined by the Board and may consist entirely of
(i) cash, check or promissory note; (ii) other Shares of Common Stock owned by
the Employee having a fair market value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised; (iii) other Options owned by the Employee having an aggregate in-the-
money value equal to the aggregate exercise price of the Options being exercised
(Options are in-the-money if the fair market value of the underlying Shares
exceeds the exercise price of the Options),(iv) an assignment by the Employee of
the net proceeds to be received from a registered broker upon the sale of the
Shares or the proceeds of a loan from such broker in such amount; or (v) any
combination of such methods of payment, or such other consideration and method
of payment for the issuance of Shares to the extent permitted under Delaware Law
and meeting rules and regulations of the SEC to plans meeting the requirements
of Section 16(b)(3) of the Exchange Act.
9. PROCEDURES AND LIMITATIONS ON EXERCISE OF OPTIONS.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
hereunder shall be exercisable at such times and subject to such conditions as
may be determined by the Board, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissable under the terms of
the Plan.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
instrument evidencing the Option by the person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is exercised
has been received by the Company. Full payment may, as authorized by the Board,
consist of any consideration and method of payment allowable under Section 8(c)
of the Plan; it being understood that the Company shall take such action as may
be reasonably required to permit use of an approved payment method. Until the
issuance, which in no event will be delayed more than thirty (30) days from the
date of the exercise of the Option, (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company)
of the stock certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise
5
<PAGE>
of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued,
except as provided in the Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) TERMINATION OF STATUS AS AN EMPLOYEE. If any Employee ceases to serve
as an Employee, he may, but only within thirty (30) days (or such other period
of time not exceeding three (3) months as is determined by the Board) after the
date he ceases to be an Employee of the Company, exercise his Option to the
extent that he was entitled to exercise it as of the date of such termination.
To the extent that he was not entitled to exercise the Option at the date of
such termination, or if he does not exercise such Option (which he was entitled
to exercise) within the time specified herein, the Option shall terminate.
(c) DISABILITY OF AN EMPLOYEE. Notwithstanding the provisions of Section
9(b) above, in the event an Employee is unable to continue his employment with
the Company as a result of his total and permanent disability (as defined in
Section 105(d)(4) of the Internal Revenue Code of 1986, as amended), he may, but
only within three (3) months (or such other period of time not exceeding twelve
(12) months as is determined by the Board) from the date of disability, exercise
his Option to the extent he was entitled to exercise it at the date of such
disability. To the extent that he was not entitled to exercise the Option at
the date of disability, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his death an
Employee of the Company and who shall have been in Continuous Status as an
Employee since the date of grant of the Option, the Option may be exercised, at
any time within twelve (12) months following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living one (1) month after the
date of death; or
(ii) within thirty (30) days (or such other period of time not exceeding
three (3) months as is determined by the Board) after the termination of
Continuous Status as an Employee, the Option may be exercised, at any time
within three (3) months following the date of death, by the Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued at
the date of termination.
10. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
6
<PAGE>
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock dividend with
respect to the Common Stock or any other increase or decrease in the number of
issued shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company, or
in the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Board of Directors of the Company shall, as to outstanding Options, either (i)
make appropriate provision for the protection of any such outstanding Options by
the substitution on an equitable basis of appropriate stock of the Company or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to one share of Common Stock of the Company; provided, only
that the excess of the aggregate fair market value of the shares subject to the
Options immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the shares
subject to such Options immediately before such substitution over the purchase
price thereof, or (ii) upon written notice to an Optionee, provide that all
unexercised Options must be exercised within a specified number of days of the
date of such notice or they will be terminated. In any such case, the Board of
Directors may, in its discretion, advance the lapse of any waiting or
installment periods and exercise dates.
12. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each person to whom an
Option is so granted within a reasonable time after the date of such grant.
13. AMENDMENT AND TERMINATION OF THE PLAN.
(a) GENERAL. The Board may amend or terminate the Plan from time to time
in such respects as the Board may deem advisable; provided, however, that the
following revisions or amendments shall require approval of the holders of a
majority of the outstanding shares of the Company entitled to vote:
7
<PAGE>
(i) any increase in the number of Shares subject to the Plan, other than in
connection with an adjustment under Section 11 of the Plan;
(ii) any change in the designation of the class of persons eligible to be
granted options; or
(iii) any material increase in the benefits accruing to participants under
the Plan.
(b) STOCKHOLDER APPROVAL. If any amendment requiring stockholder approval
under Section 13(a) of the Plan is made, such stockholder approval shall be
solicited as described in Section 17(a) of the Plan.
(c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.
14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by, or appropriate
under, any of the aforementioned relevant provisions of law.
15. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
16. OPTION AGREEMENT. Options shall be evidenced by written option agreements
in such form as the Board shall approve.
8
<PAGE>
17. STOCKHOLDER APPROVAL. Continuation of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. If such stockholder approval is obtained at
a duly held stockholders' meeting, it may be obtained by the affirmative vote of
the holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon. The approval of such stockholders of
the Company shall be (1) solicited substantially in accordance with Section
14(a) of the Exchange Act and the rules and regulations promulgated thereunder,
or (2) solicited after the Company has furnished in writing to the holders
entitled to vote substantially the same information concerning the Plan as that
which would be required by the rules and regulations in effect under Section
14(a) of the Exchange Act at the time such information is furnished.
If such stockholder approval is obtained by written consent in the absence
of a Stockholders' Meeting, it must be obtained by the written consent of all
stockholders of the Company who would have been entitled to cast the minimum
number of votes which would be necessary to authorize such action at a meeting
at which all stockholders entitled to vote thereon were present and voting.
18. OTHER PROVISIONS. The Stock Option Agreement authorized under the Plan
shall contain such other provisions, including, without limitation, restrictions
upon the exercise of the Option, as the Board of Directors of the Company's
shall deem advisable. Any Incentive Stock Option Agreement shall contain such
limitations and restrictions upon the exercise of the Incentive Stock Option as
shall be necessary in order that such option will be an Incentive Stock Option
as defined in Section 422 of the Internal Revenue Code of 1986, as amended.
19. INDEMNIFICATION OF BOARD. In addition to such other rights of
indemnification as they may have as directors or as members of the Board, the
members of the Board shall be indemnified by the Company against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such Board
member is liable for negligence or misconduct in the performance of his duties,
provided that within sixty (60) days after institution of any such action, suit
or proceeding a Board member shall, in writing, offer the Company the
opportunity, as its own expense, to handle and defend the same.
20. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.
9
<PAGE>
21. COMPLIANCE WITH EXCHANGE ACT RULE 16B-3. With respect to persons subject
to Section 16 of the Exchange Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the Plan or action by the Board
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board.
22. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.
23. HEADINGS, ETC., NO PART OF PLAN. Headings of Articles and Sections hereof
are inserted for convenience and reference; they constitute no part of the Plan.
10
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Periscope I Sportswear, Inc.:
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
June 8, 1998
New York, New York
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated March 3, 1997 relating to
the consolidated financial statements of Periscope I Sportswear, Inc. and
Subsidiaries as of December 31, 1996 and for each of the years in the two-year
period ended December 31, 1996 which appears in such Prospectus. We also consent
to the use of our report dated March 3, 1997 on the Financial Statement Schedule
for each of the years in the two-year period ended December 31, 1996. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ FRIEDMAN ALPREN & GREEN LLP
New York, New York
June 8, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS OF PERISCOPE SPORTSWEAR, INC. AS OF DECEMBER 31, 1997 AND
FOR THE YEAR THEN ENDED.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 496,686
<SECURITIES> 0
<RECEIVABLES> 367,834
<ALLOWANCES> (50,000)
<INVENTORY> 10,996,315
<CURRENT-ASSETS> 13,144,897
<PP&E> 571,198
<DEPRECIATION> (189,324)
<TOTAL-ASSETS> 15,382,547
<CURRENT-LIABILITIES> 12,700,882
<BONDS> 0
0
0
<COMMON> 40,000
<OTHER-SE> (15,858,335)
<TOTAL-LIABILITY-AND-EQUITY> 15,382,547
<SALES> 87,957,306
<TOTAL-REVENUES> 87,957,306
<CGS> 70,610,571
<TOTAL-COSTS> 70,610,571
<OTHER-EXPENSES> 12,322,151
<LOSS-PROVISION> 196,847
<INTEREST-EXPENSE> 4,743,107
<INCOME-PRETAX> 84,630
<INCOME-TAX> 59,678
<INCOME-CONTINUING> 24,952
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,952
<EPS-PRIMARY> 612
<EPS-DILUTED> 612
</TABLE>
