SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A No.1
(Mark One)
X Amendment No.1 to Annual Report pursuant to Section 13 or 15 (d) of
- ----- the Securities Exchange Act of 1934
For the fiscal year ended January 2, 1999
or
Transition Report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the transaction period from to
-------- ---------
Commission file number 0-10345
-------
Cache, Inc.
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1588181
- --------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
1460 Broadway, New York, New York 10036
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 575-3200
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
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 the 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].
As of February 28, 1999, the aggregate market value of the voting stock held
by non-affiliates of the registrant (based on the closing price in the
NASDAQ National Market)was approximately $19.0 million.
As of February 28, 1999, 9,091,338 common shares were outstanding.
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See also "Executive Officers of the Company" under Part III
of Registrant's report on Form 10-K for the fiscal year ended
January 2, 1999, previously filed with the Securities and Exchange
Commission.
DIRECTORS OF THE REGISTRANT
The Board of Directors of the Company presently consists of
the following seven members: Messrs. Andrew M. Saul, Joseph E.
Saul, Roy C. Smith, Thomas E. Reinckens, Morton J. Schrader and Mark
E. Goldberg and Ms. Mae Soo Hoo, each of whom is expected to be a
nominee for re-election at the Company's next Annual Meeting of
Shareholders.
Director
Name Age Principal Occupation Since
- ---- --- -------------------- --------
Andrew M. Saul ........ 52 Chairman of the Board and 1986
Partner, Saul Partners (1)
Roy C. Smith .......... 60 Executive Vice-President of 1993
the Company (2)
Thomas E. Reinckens ... 45 Executive Vice-President, Chief 1993
Financial Officer of the Company (3)
Mae Soo Hoo ........... 44 Executive Vice President of 1995
the Company (4)
Joseph E. Saul ........ 79 Partner, Saul Partners (5) 1986
Morton J. Schrader .... 67 Real Estate Broker, 1989
Newmark & Company Real Estate, Inc.(6)
Mark E. Goldberg ...... 42 Attorney in Private Practice (7) 1989
_________________________
(1) Mr. Saul, who became Chairman of the Board of Directors on
February 27, 1993, has been a partner of Saul Partners, an
investment partnership, since 1986. He is the son of Mr.
Joseph E. Saul.
(2) Mr. Smith has served as an Executive Vice President of the
Company since October 1990; from December 30, 1986 to October
1990, Mr. Smith was Vice President/Director of Store
Operations of the Company.
(3) Mr. Reinckens has served as Vice President and Chief
Financial Officer of the Company since November 30, 1989;
from 1987 to November 1989, Mr. Reinckens served as the
Company's Controller. He was appointed Executive Vice
President on September 13, 1995.
(4) Ms. Soo Hoo has served as a Vice President of Merchandising
since February 1987. She was appointed to the Board of Directors
on September 13, 1995 and was also appointed Executive Vice
President/General Merchandise Manager on that date.
-2-
<PAGE>
(5) Mr. Saul has been a partner of Saul Partners, an investment
partnership, since 1986. He is the father of Mr. Andrew M.
Saul.
(6) Mr. Schrader was the President of Abe Schrader Corp., a
manufacturer of women's apparel, from 1968 through March
1989. Since 1989, he has been active as a real estate broker
for Newmark & Company Real Estate, Inc..
(7) Mr. Goldberg has been an attorney in private practice since
1985. Mr. Goldberg has provided legal assistance to the
Company since 1988 and is expected to continue to do so in
1999.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation for the past
three years of the Chief Executive Officer and the Company's other three
most highly compensated executive officers (collectively, the "Named
Executive Officers").
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ -------------
SECURITIES ALL OTHER
NAME AND FISCAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) OPTIONS(#) ($)(1)
- ------------------ ------ --------- ---------- ------------
ANDREW M. SAUL 1998 - - -
(CHAIRMAN) 1997 - - -
1996 - - -
MAE SOO HOO 1998 267,390 - 1,906
(EXECUTIVE VICE 1997 255,852 103,750 1,874
PRESIDENT/DIRECTOR) 1996 255,852 - 1,786
ROY C. SMITH 1998 319,413 - 8,887
(EXECUTIVE VICE 1997 250,000 97,500 8,611
PRESIDENT/DIRECTOR) 1996 250,000 - 7,983
THOMAS E. REINCKENS 1998 289,328 - 2,513
(EXECUTIVE VICE PRESIDENT, 1997 230,000 75,000 2,441
CHIEF FINANCIAL 1996 210,000 - 2,260
OFFICER/DIRECTOR
- -----------------
-3-
<PAGE>
(1) Included in the figures shown under this column for 1998 are the
following insurance premiums paid by the Company with respect to
term life insurance for the benefit of the executive officer
long-term disability insurance: $3,112 and $5,775, respectively,
for Mr. Smith; $1,012 and $1,501, respectively, for Mr. Reinckens
and $585 and $1,321, respectively, for Ms. Soo Hoo.
Included in the figures shown under this column for 1997 are the
following insurance premiums paid by the Company with respect to
term life insurance for the benefit of the executive officer and
long-term disability insurance: $2,836 and $5,775, respectively,
for Mr. Smith; $940 and $1,501, respectively, for Mr. Reinckens
and $553 and $1,321, respectively, for Ms. Soo Hoo.
Included in the figures shown under this column for 1996 are the
following insurance premiums paid by the Company with respect to
term life insurance for the benefit of the executive officer and
long-term disability insurance: $2,591 and $5,392, respectively,
for Mr. Smith; $879 and $1,381, respectively, for Mr. Reinckens
and $565 and $1,221, respectively, for Ms. Soo Hoo.
AGGREGATED FISCAL YEAR-END STOCK OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY STOCK OPTIONS
STOCK OPTIONS AT FY-END(#) AT FY-END ($) (1)
-------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------ ----------- ------------- ----------- -------------
Mae Soo Hoo 123,750 30,000 $205 513 $54,600
Roy C. Smith 117,500 30,000 $195,325 $54,600
Thomas E. Reinckens 95,000 30,000 $158,650 $54,600
___________________
(1) In-the money Stock Options are those where the fair market
value of the underlying stock exceed the exercise price of
the Option. The amounts in this column represent the
difference between the exercise price of the Stock Options
and the closing price of the Company's Common Stock on
December 31, 1998 (the last day of trading for Fiscal 1998)
for all options held by each Named Executive Officer,
whether vested or unvested. The closing price of the
Company's Common Stock as reported on NASDAQ/NMS on December
31, 1998 was $4.88 per share.
-4-
<PAGE>
Employment Contracts and Change-of-Control Provisions
All of the options granted under the Company's 1994 Stock Option
Plan contain a provision under which the option will become
immediately exercisable (the "Accelerated Exercise") with respect to
all shares subject to it as follows: (i) except as provided in clause
(iii) below, immediately after the first date on which less than 25%
of the outstanding Common Stock in the aggregate is beneficially owned
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934)
by Andrew M. Saul and Joseph E. Saul, members of their immediate
families and one or more trusts established for the benefit of such
individuals or members, (ii) immediately prior to the sale of the
Company substantially as an entirety (whether by sale of stock, sale
of assets, merger, consolidation or otherwise), (iii) immediately
prior to the expiration of any tender offer or exchange offer for
shares of Common Stock of the Company, where: (x) all holders of
Common Stock are entitled to participate, and (y) the Sauls have
agreed (or have announced their intent) to sell such number of their
shares of Common Stock as will result in the Sauls beneficially owning
less than 25% of the outstanding shares of Common Stock in the
aggregate, and (iv) immediately, if 20% or more of the directors
elected by shareholders to the Board of Directors are persons who were
not nominated by management in the most recent proxy statement of the
Company. The Company is required to give appropriate notice so as to
permit an optionee to take advantage of the foregoing provisions.
Compensation of Directors
All non-employee Directors (Messrs. Andrew Saul, Joseph Saul,
Mark Goldberg and Morton Schrader) are compensated for their services
to the Company by participation in the Company's group medical
insurance program at an approximate cost to the Company of $11,500 per
individual per year.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation and Plan Administration Committee
consists of Messrs. Andrew M. Saul, Mark E. Goldberg and Morton J.
Schrader. Andrew M. Saul is also the Chairman of the Board of the
Company.
Mr. Goldberg is also an attorney in private practice. He has
been retained by the Company to provide legal services since 1988 and
is expected to provide further legal services in 1999. During the
fiscal year ended January 2, 1999, Mr. Goldberg received $28,982 from
the Company for legal services rendered during Fiscal 1998.
-5-
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP
BY MANAGEMENT
The following table sets forth certain information as to the
beneficial ownership of the Company's equity securities as of February
28, 1999 by (i) each director or nominee of the Company, (ii) each
Named Executive Officer, (iii) each person who is known to the Company
to be the beneficial owner of more than 5% of the Common Stock, and
(iv) all executive officers and directors as a group. Unless
otherwise indicated, the beneficial ownership for each person consists
of the sole voting and sole investment power with respect to all
shares beneficially owned by him. For purposes of this table, a
person or group of persons is deemed to have "beneficial ownership" of
any shares as of a given date which such person has the right to
acquire within 60 days after such date. For purposes of computing the
percentage of outstanding shares held by each person or group of
persons named above on a given date, any security which such person or
persons has the right to acquire within 60 days after such date is
deemed to be outstanding, but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
Percentage of
Number of shares Outstanding Shares
Person and Address of Common Stock of Common Stock
- ----------------------- ---------------- ------------------
Andrew M. Saul
630 Fifth Avenue
New York, NY 10111 (1) 6,382,679 70.21%
Joseph E. Saul
630 Fifth Avenue
New York, NY 10111 (2) 6,382,679 70.21%
Norma G. Saul
630 Fifth Avenue
New York, NY 10111 (3) 6,382,679 70.21%
Trust f/b/o
Jennifer B. Saul
pursuant to Trust
Agreement dated
March 28, 1995
630 Fifth Avenue
New York, NY 10111 (4) 756,314 8.32%
Trust f/b/o
Kimberly E. Saul
pursuant to Trust
Agreement dated
March 28, 1995
630 Fifth Avenue
New York, NY 10111 (4) 756,314 8.32%
-6-
<PAGE>
Percentage of
Number of shares Outstanding Shares
Person and Address of Common Stock of Common Stock
- ------------------ ---------------- ------------------
Jane Saul Berkey
Cache, Inc.
1460 Broadway
New York, NY 10036 (5) 494,046 5.43%
Roy C. Smith
Cache, Inc.
1460 Broadway
New York, NY 10036 (6) 202,500 2.20%
Mae Soo Hoo
Cache, Inc.
1460 Broadway
New York, NY 10036 (7) 165,231 1.79%
Thomas E. Reinckens
Cache, Inc.
1460 Broadway
New York, NY 10036 (8) 136,500 1.49%
Mark E. Goldberg
225 Broadway
New York, NY 10067 4,225 Less than 1%
Morton J. Schrader
733 Park Avenue
New York, NY 10021 5,000 Less than 1%
All Current
Executive Officers
and Directors as a
Group (seven persons) 6,896,135 73.15%
_________________
(1) Represents shares beneficially owned by the group
consisting of Andrew Saul, Joseph Saul, Norma
Saul and the Trusts (defined below) according to a
Schedule 13D, as amended, filed by the group with the
Securities and Exchange Commission. Andrew M. Saul may be
deemed to own beneficially 2,891,218 shares of Common
Stock (31.8%), if all shares owned by him or issuable
pursuant to rights owned by him are deemed outstanding
(including the shares owned by the Trusts of which Andrew Saul
is a trustee, and the shares owned by the A. Saul Foundation,
of which Andrew Saul is a director, but excluding all shares
issuable pursuant to rights held by persons other than Andrew Saul,
the Trusts of which Andrew Saul is a trustee and the A. Saul
Foundation),
-7-
<PAGE>
consisting of (i) 2,585,158 shares of Common Stock owned by Andrew
Saul, (ii) 140,530 shares of Common Stock owned by the 85 J. Saul
Trust of which Andrew Saul is a trustee, (iii) 140,530 shares of
Common Stock owned by the 84 K. Saul Trust of which Andrew Saul is
a trustee, and (iv) 25,000 shares of Common Stock owned by the
A. Saul Foundation of which A. Saul is a director. Andrew Saul, his
wife Denise, and Sidney Silberman comprise the Board of Directors of
the A. Saul Foundation and Andrew Saul is its President. Andrew Saul,
in his capacity as one of the trustees of the trusts referenced
in (ii) and (iii) above, may be deemed to have shared voting power
and disposition power over the shares of Common Stock owned by such
trusts. Andrew Saul, in his capacity as one of the directors of the
A. Saul Foundation, may be deemed to have shared voting power and
disposition power over the shares held by such foundation. Andrew
Saul disclaims beneficial ownership of the shares not directly
owned or under rights owned by him.
(2) Represents shares beneficially owned by the group consisting of
Andrew Saul, Joseph Saul, Norma Saul and the Trusts, according to a
Schedule 13D, as amended, filed by the group with the Securities and
Exchange Commission. Joseph E. Saul may be deemed to own beneficially
2,591,061 shares of Common Stock (28.5%), if all shares owned by him
or issuable pursuant to rights owned by him are deemed outstanding
(including the shares owned by the Trusts of which Joseph Saul is a
trustee, and the shares owned by the J. Saul Foundation, of which
Joseph Saul is a director, but excluding all shares issuable pursuant
to rights held by persons other than Joseph Saul, the Trusts of which
Joseph Saul is a trustee and the J. Saul Foundation), consisting of
(i) 970,933 shares of Common Stock owned by Joseph Saul, (ii) 756,314
shares of Common Stock owned by the 85 J. Saul Trust of which Joseph
Saul is a trustee, (iii) 756,314 shares of Common Stock owned by the
85 K. Saul Trust of which Joseph Saul is a trustee and (iv) 107,500
shares of Common Stock owned by the J. Saul Foundation of which J. Saul
is a director. Joseph Saul, his wife Norma, and Sidney Silberman
comprise the Board of Directors of the J. Saul Foundation and Joseph
Saul is its President. Joseph Saul, in his capacity as one of the
trustees of the trusts referenced in (ii) and (iii) above, may be
deemed to have shared voting power and disposition power over the
shares of Common Stock owned by such trusts. Joseph Saul, in his
capacity as one of the directors of the J. Saul Foundation, may be
deemed to have shared voting power and disposition power over the
shares held by such foundation. Joseph Saul disclaims beneficial
ownership of the shares not directly owned or under rights owned by
him.
-8-
<PAGE>
(3) Represents shares beneficially owned by the group consisting of
Andrew Saul, Joseph Saul, Norma Saul and the Trusts, according to a
Schedule 13D, as amended, filed by the group with the Securities and
Exchange Commission. Norma Saul may be deemed to own beneficially
2,505,028 shares of Common Stock (27.6%), if all shares owned by her
or issuable pursuant to rights owned by her are deemed outstanding
(including the shares owned by the Trusts of which Norma Saul is a
trustee and the shares owned by the J. Saul Foundation, of which
Norma Saul is a director, but excluding all shares issuable pursuant
to rights held by persons other than Norma Saul, the Trusts of which
Norma Saul is a trustee and the J. Saul Foundation), consisting of
(i) 884,900 shares of Common Stock owned by Norma Saul, (ii) 756,314
shares of Common Stock owned by the 85 J. Saul Trust of which Norma
Saul is a trustee, (iii) 756,314 shares of Common Stock owned by the
85 K. Saul Trust of which Norma Saul is a trustee and (iv) 107,500
shares of Common Stock owned by the J. Saul Foundation of which Norma
Saul is a director. Norma Saul, in her capacity as one of the trustees
of the trusts referenced in (ii) and (iii) above, may be deemed to
have shared voting power and disposition power over the shares of
Common Stock owned by such trusts. Norma Saul, in her capacity as one
of the directors of the J. Saul Foundation, may be deemed to have
shared voting power and disposition power over the shares held by such
foundation. Norma Saul disclaims beneficial ownership of the shares
not directly owned or under rights owned by her.
(4) The Trust f/b/o Jennifer B. Saul and the Trust f/b/o Kimberly E. Saul
each own 756,314 shares of Common Stock, according to a Schedule 13D,
as amended, filed with the Securities and Exchange Commission. Joseph
E. Saul, his wife Norma Saul and Sidney J. Silberman, Esq., are
trustees of such trusts.
(5) Represents shares beneficially owned by Jane Saul Berkey according to
a Schedule 13D, as amended, filed by Ms. Berkey with the Securities
and Exchange Commission. Jane Saul Berkey is the daughter of
Mr. Joseph Saul and the sister of Mr. Andrew Saul.
(6) Consists of 85,000 shares of Common Stock and options to acquire
117,500 shares of Common Stock.
(7) Consists of 41,731 shares of Common Stock and options to acquire
123,750 shares of Common Stock.
(8) Consists of 41,500 shares of Common Stock and options to
acquire 95,000 shares of Common Stock.
-9-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1990, Joseph Saul loaned the Company an aggregate of
$1,750,000. All such loans bore interest at the rate of 8 1/2% per
annum and matured on January 1, 1994. On December 14, 1993, Mr. Saul
agreed to replace the promissory note with a new promissory note,
having an interest rate of 7% per annum and a maturity date of January
31, 1997 (the "First Note"), which note was subordinated to the
National Westminster Bank loan dated December 15, 1993. On August 26,
1996, Mr. Saul agreed to extend the maturity date of the note to
January 31, 2000, due to the renewal of the Bank line of credit.
In 1991, Joseph Saul made a loan to the Company of an additional
$250,000, which loan bore interest at the rate of 7 1/2% per annum and
was due on January 1, 1994. On December 14, 1993, Mr. Saul agreed to
replace the promissory note with a new promissory note (together with
the First Note, the "Notes"), which note was subordinated to the
National Westminster Bank loan dated December 15, 1993. This note
bore interest at the rate of 7% per annum and had a maturity date of
January 31, 1997. On August 26, 1996, Mr. Saul agreed to extend the
maturity date of the note to January 31, 2000, due to the renewal of
the Bank line of credit.
In August 1996, the Company amended and restated its revolving
credit facility with Fleet Bank, N.A. (Successor in interest to
National Westminister Bank, New Jersey). In connection therewith,
Joseph Saul and the Company agreed that the Company would not repay
the Notes until such revolving credit facility was terminated and all
senior debt thereunder repaid, except that the Company was permitted
to repay an aggregate of $1,000,000 on the Notes if the Company's
tangible net worth (as defined in the credit agreement) at December
31, 1997 was greater than or equal to $25 million, and to repay an
additional $1,000,000 on the Notes if the Company's tangible net worth
at December 31, 1999 is greater than or equal to $29 million. The
interest rate on the Notes remains 7% per annum, payable annually.
On December 16, 1994, the Company loaned $170,000 to Roy Smith,
Executive Vice President and a Director of the Company and $80,000 to
Thomas E. Reinckens, Vice President, Chief Financial Officer and a
Director of the Company, in each case for personal reasons. All such
loans are with full recourse to the executive, payable on demand from
the Company, secured by a pledge of shares of the Company's Common
Stock owned by such executive and bear interest at a rate of 7% per
annum. The balance (as of February 28, 1999) and the highest balance
during Fiscal 1998 for these loans were $170,000 and $80,000,
respectively. There have been no additional borrowings or repayments
for these loans since 1994.
See Also "Executive Compensation--Compensation Committee
Interlocks and Insider Participation."
As of February 28, 1999, the Sauls beneficially owned in the
aggregate 6,382,679 shares of the Company's outstanding Common Stock,
representing approximately 70.21% of the Company's outstanding Common
Stock. See "Principal Shareholders and Share Ownership by
Management."
-10-
<PAGE>
SIGNATURES
----------
Pursuant to the requirement of section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: April 30, 1999 CACHE, INC.
(Registrant)
BY:/S/ Thomas E. Renckens
----------------------
THOMAS E. REINCKENS
Executive Vice President
And Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
-11-
<PAGE>
