SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
COMMISSION FILE NUMBER 0-21940
DONNKENNY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0228891
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1411 BROADWAY
NEW YORK, NEW YORK 10018
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 730-7770
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the shares of Common Stock held by
non-affiliates of the Registrant, based on a closing sale price of the Common
Stock on the Nasdaq National Market on March 19, 1998 of $2.75 per share, was
approximately $38,706,085. As of March 19, 1998, 14,074,940 shares of Common
Stock of Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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1. For purposes of this Report, the number of shares held by non-affiliates
was determined by aggregating the number of shares held by the Officers
and Directors of Registrant, and by others who, to Registrant's knowledge,
own more than 10% of Registrant's Common Stock, and subtracting those shares
from the total number of shares outstanding.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of
Donnkenny, Inc. (the "Company"), amends and restates in its entirety Item 12 of
Part III.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 15,
1998, with respect to beneficial ownership of the Company's Common Stock by: (i)
each of the Company's directors, (ii) each of the Company's Named Executive
Officers, (iii) each person who is known by the Company beneficially to own more
than 5% of the Company's Common Stock, and (iv) all directors and executive
officers of the Company as a group. All information in the table below with
respect to the Common Stock of the Company has been restated to reflect the
two-for-one stock split paid to all holders of Common Stock of record on
December 4, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS COMMON STOCK
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENTAGE OWNED
- - ------------------- ------------------ ----------------
<S> <C> <C>
Schaenen Fox Capital 859,350(2) 5.7%
Management LLC
200 Park Avenue
Suite 3900
New York, NY 10166
Putnam Investments, Inc. 1,388,150(2) 9.2%
1 Post Office Square
Boston, MA 02109
Pioneering Management 890,000(2) 5.9%
Corporation
60 State Street
Boston, MA 02109
Harvey A. Appelle 427,100(3) 2.8%
Herbert L. Ash 15,500(4) *
Sheridan C. Biggs 18,000(5) *
Robert H. Cohen 20,000(6) *
James W. Crystal 28,500(7) *
Harvey Horowitz 50,000(8) *
Daniel H. Levy 20,000(9) *
Stuart S. Levy 105,000(10) *
Robert H. Martinsen 32,000(11) *
Lynn Siemers-Cross 334,700(12) 2.2%
All directors and executive
officers as a group (11 persons) 1,076,800 7.1%
</TABLE>
- - ----------------------
* Less than 1%.
<PAGE>
(1) Except as otherwise indicated, the information as to securities owned by
directors, nominees and executive officers was furnished to the Company
by such directors, nominees and executive officers.
(2) Based on information contained in Schedule 13G filed with the Company.
(3) Includes 22,500 shares underlying stock options which have been granted
to Harvey A. Appelle pursuant to the Company's 1994 Non-Employee
Director Option Plan, which are currently exercisable. Also includes
150,000 shares underlying options which have been granted pursuant to
Mr. Appelle's employment agreement, which is summarized in this Form
10-K under the caption "Executive Compensation-Employment Agreements".
Except with respect to 35,000 shares, such options are currently
exercisable. Also includes 150,000 restricted shares which have been
granted pursuant to Mr. Appelle's employment agreement. Such restricted
shares are currently not vested and do not confer voting or investment
power. Also includes 69,600 shares of stock issued as part of Fiscal
1997 compensation, as described in this Form 10-K under the caption
"Executive Compensation,".
(4) Includes 15,000 shares underlying options which have been granted to
Herbert L. Ash pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(5) Includes 15,000 shares underlying options which have been granted to
Sheridan C. Biggs pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(6) Includes 15,000 shares underlying options which have been granted to
Robert H. Cohen pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(7) Includes 27,500 shares underlying stock options which have been granted
to James W. Crystal pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(8) Includes 22,500 shares underlying stock options which have been granted
to Harvey Horowitz pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(9) Includes 15,000 shares underlying options which have been granted to
Daniel H. Levy pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable.
(10) Shares issued pursuant to Mr. Levy's employment agreement of January 28,
1997, which is summarized in this Form 10-K under the caption "Executive
Compensation-Employment Agreements". Currently one-third of such options
are exercisable.
(11) Includes 15,000 shares underlying options which have been granted to
Robert H. Martinsen pursuant to the Company's 1994 Non-Employee Director
Option Plan. Such options are currently exercisable. Includes 5,000
shares owned by his spouse in which he disclaims beneficial ownership.
(12) Includes 7,500 shares underlying options which have been granted on
April 19, 1996 to Lynn Siemers-Cross pursuant to the Company's 1992
Stock Option Plan and 150,000 shares underlying options which have been
granted pursuant to Ms. Siemers-Cross' employment agreement which is
summarized in this Form 10-K under the caption "Executive
Compensation-Employment Agreements". Except with respect to 42,500
shares, such options are currently exercisable. Also includes 150,000
restricted shares which have been granted pursuant to Ms. Siemers-Cross'
employment agreement. Such restricted shares are currently not vested
and do not confer voting or investment power. Also includes 25,000
shares of stock issued as part of Fiscal 1997 compensation as described
in this Form 10- K under the caption "Executive Compensation".
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DONNKENNY, INC.
(Registrant)
By: /s/ Stuart S. Levy
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Stuart S. Levy
Chief Financial Officer, Vice President-Finance and Secretary
Date: June 24, 1998
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