SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Amendment No. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 27, 1999 Commission file number 1-5901
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FAB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-2581181
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Madison Avenue, New York, NY 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-592-2700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, $.20 par value American Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: Share Purchase
Rights
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
The aggregate market value at February 16, 2000 of shares of the
Registrant's Common Stock, $.20 par value (based upon the closing price per
share of such stock on the Composite Tape for issues listed on the American
Stock Exchange), held by non-affiliates of the registrant was approximately
$43,000,000. Solely for the purposes of this calculation, shares held by
directors and executive officers of the Registrant and members of their
respective immediate families sharing the same household have been excluded.
Such exclusion should not be deemed a determination or an admission by the
Registrant that such individuals are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date: At February 16,
2000, there were outstanding 5,353,516 shares of Common Stock, $.20 par value.
Documents Incorporated by Reference: Certain portions of the Registrant's
definitive proxy statement to be filed not later than March 27, 2000 pursuant to
Regulation 14A are incorporated by reference in Items 10 through 13 of Part III
of this Annual Report on Form 10-K.
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Explanatory Note:
The purpose of this Amendment is to file corrected disclosure in Item
14, which is restated in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a)(1) Financial Statements: See the Index to Consolidated Financial
Statements at page F-2.
(2) Financial Statement Schedules: See the Index to Financial
Statements Schedules at page S-2.
(3) Exhibits.
Exhibit Description of Exhibit
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3.1 - Restated Certificate of Incorporation, incorporated
by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
November 27, 1993 (the "1993 10-K").
3.2 - Amended and Restated By-laws, incorporated by
reference to Exhibit 3.2 to the 1993 10-K.
3.3 - Certificate of Amendment of Restated Certificate of
Incorporation, incorporated by reference to Exhibit
3.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 3, 1994 (the "1994
10-K").
3.4 - Amendments to the Amended and Restated By-laws,
incorporated by reference to Exhibit 3.4 of the
Company's Annual Report on Form 10-K for the fiscal
year ended November 29, 1997.
*3.5 - Amendment to the Amended and Restated By-laws.
4.1 - Specimen of Common Stock Certificate, incorporated
by reference to Exhibit 4-A to Registration
Statement No. 2-30163, filed on November 4, 1968.
4.2 - Rights Agreement dated as of June 6, 1990 between
the Company and Manufacturers Hanover Trust Company,
as Rights Agent, which includes as Exhibit A the
form of Rights Certificate and as Exhibit B the
Summary of Rights to purchase Common Stock,
incorporated by reference to Exhibit 4.2 to the 1993
10-K.
4.3 - Amendment to the Rights Agreement between the
Company and Manufacturers Hanover Trust Company
dated as of May 24, 1991, incorporated by reference
to Exhibit 4.3 to the 1993 10-K.
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10.1 - 1987 Stock Option Plan of the Company, incorporated
by reference to Exhibit 10.1 to the 1993 10-K.
10.2 - Employment Agreement dated as of March 1, 1993,
between the Company and Samson Bitensky,
incorporated by reference to Exhibit 10.2 to the
1993 10 -K.
10.3 - Fab Industries, Inc. Hourly Employees Retirement
Plan (the "Retirement Plan"), incorporated by
reference to Exhibit 10.3 to the 1993 10-K.
10.4 - Amendment to the Retirement Plan effective December
11, 1978, incorporated by reference to Exhibit 10.4
to the 1993 10-K.
10.5 - Amendment to the Retirement Plan effective December
1, 1981, incorporated by reference to Exhibit 10.5
to the 1993 10-K.
10.6 - Amendment to the Retirement Plan dated November 21,
1983, incorporated by reference to Exhibit 10.6 to
the 1993 10-K.
10.7 - Amendment to the Retirement Plan dated August 29,
1986, incorporated by reference to Exhibit 10.7 to
the 1993 10-K.
10.8 - Amendment to the Retirement Plan effective as of
December 1, 1989, incorporated by reference to
Exhibit 10.8 to the 1993 10-K.
10.9 - Amendment to the Retirement Plan dated September 21,
1995, incorporated by reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 2, 1995 (the "1995
10-K").
10.10 - Fab Lace, Inc. Employees Profit Sharing Plan (the
"Profit Sharing Plan"), incorporated by reference to
Exhibit 10.9 to the 1993 10-K.
10.11 - Amendment to the Profit Sharing Plan effective
December 1, 1978, incorporated by reference to
Exhibit 10.10 to the 1993 10-K.
10.12 - Amendment dated December 1, 1985 to the Profit
Sharing Plan, incorporated by reference to Exhibit
10.11 to the 1993 10-K.
10.13 - Amendment dated February 5, 1987 to the Profit
Sharing Plan, incorporated by reference to Exhibit
10.12 to the 1993 10-K.
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10.14 - Amendment dated December 24, 1987 to the Profit
Sharing Plan, incorporated by reference to Exhibit
10.13 to the 1993 10-K.
10.15 - Amendment dated June 30, 1989 to the Profit Sharing
Plan, incorporated by reference to Exhibit 10.14 to
the 1993 10-K.
10.16 - Amendment dated February 1, 1991 to the Profit
Sharing Plan, incorporated by reference to Exhibit
10.15 to the 1993 10-K.
10.17 - Amendment dated September 1, 1995 to the Profit
Sharing Plan, incorporated by reference to Exhibit
10.17 to the 1995 10-K.
10.18 - Lease dated as of December 8, 1988 between
Glockhurst Corporation, N.V. and the Company,
incorporated by reference to Exhibit 10.16 to the
1993 10-K.
10.19 - Lease Modification Agreement dated April 2, 1991
between Glockhurst Corporation, N.V. and the
Company, incorporated by reference to Exhibit 10.17
to the 1993 10-K.
10.20 - Second Lease Modification Agreement dated May 23,
1996 between 200 Madison Associates, L.P., and the
Company, incorporated by reference to Exhibit 10.20
to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1996.
10.21 - Lease dated as of March 1, 1979 between City of
Amsterdam Industrial Development Agency and Gem
Urethane Corp., incorporated by reference to Exhibit
10.18 to the 1993 10-K.
10.22 - Lease dated as of January 1, 1977 between City of
Amsterdam Industrial Development Agency and
Lamatronics Industries, Inc., incorporated by
reference to Exhibit 10.19 to the 1993 10-K.
10.23 - Form of indemnification agreement between the
Company and its officers and directors, incorporated
by reference to Exhibit 10.20 to the 1993 10-K.
10.24 - Fab Industries, Inc. Employee Stock Ownership Plan
effective as of Nov. 25, 1991, incorporated by
reference to Exhibit 10.24 to the 1993 10-K.
10.25 - Amendment dated September 21, 1995 to the Employee
Stock Ownership Plan, incorporated by reference to
Exhibit 10.27 to the 1995 10-K.
10.26 - Fab Industries, Inc. Non-Qualified Executive
Retirement Plan dated as of November 30, 1990,
incorporated by reference to Exhibit 10.25 to the
1993 10-K.
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10.27 - Fab Industries, Inc. 1997 Stock Incentive Plan,
incorporated by reference to Exhibit A to the Proxy
Statement dated May 6, 1999, File No. 1-5901.
21 - Subsidiaries of the Company incorporated by
reference to Exhibit 21 to the 1994 10-K.
*23.1 - Consent of Ernst & Young, LLP.
*23.2 - Consent of BDO Seidman, LLP.
**27 - Financial Data Schedule pursuant to Article 5 of
Regulation S-X.
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* Filed herewith.
** Filed with EDGAR version only.
(b) Reports on Form 8-K
During the quarter ended November 27, 1999, the Company filed a Current
Report on Form 8-K on November 23, 1999, announcing the dismissal of BDO
Seidman, LLP and the appointment of Ernst & Young LLP as the Company's
independent auditors.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this Amendment No.
1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
FAB INDUSTRIES, INC.
(Company)
By: /s/ David A. Miller
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David A. Miller
Vice President - Finance,
Treasurer and Chief
Financial Officer
Date: March 2, 2000
