SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
AMENDMENT NO. 1
Commission file number: 000-05083
SAUCONY, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-1465840
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13 Centennial Drive, Peabody, MA 01960
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(Address of principal executive offices)
Registrant's telephone number, including area code: (978) 532-9000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g)
of the Act:
Class A Common Stock, $.33-1/3 par value
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(Title of class)
Class B Common Stock, $.33-1/3 par value
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(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 voting and non-voting stock held by non-affiliates
of the registrant, as of March 10, 2000, was approximately $53,894,220 (based on
the closing prices of the Class A Common Stock and Class B Common Stock on such
date as reported on the Nasdaq National Market).
The number of shares of the registrant's Class A Common Stock, $.33-1/3 par
value, and Class B Common Stock, $.33-1/3 par value, outstanding on March 10,
2000 was 2,618,827 and 3,557,769, respectively.
Documents Incorporated by Reference
Document Form 10-K Part
Proxy Statement for Annual Meeting of Stockholders Part III
of the Registrant to be held on May 18, 2000, to be
filed with the Securities and Exchange Commission.
FORM 10-K/A
EXPLANATORY NOTE
This amendment is filed for the purposes of filing Exhibit 23.1 to the
registrant's annual report on Form 10-K for the year ended December 31, 1999 and
of correcting the Exhibit Index to the annual report to reflect the
incorporation of Exhibit 23.2 thereto by reference to the registrant's annual
report on Form 10-K for the year ended January 2, 1998.
The Exhibit Index immediately preceding the exhibits filed as part of the
registrant's annual report on Form 10-K for the year ended December 31, 1999 is
hereby amended and restated in its entirety as follows:
EXHIBIT INDEX
Exhibit
Number Description
3.1 Restated Articles of Organization, as amended, of the Registrant
are incorporated herein by reference to the Registrant's current
report on Form 8-K dated May 21, 1998. *
3.2 By-Laws, as amended, of the Registrant are incorporated
herein by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-2, as amended
(File No. 33-61040) (the "Form S-2"). *
10.1 Credit Agreement between the Registrant and State Street
Bank and Trust Company dated August 31, 1998 incorporated
herein by reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 2, 1998. *
10.2 Amendment dated March 15, 1999 to the Credit Agreement
between the Registrant and State Street Bank and Trust
Company, dated August 31, 1998, incorporated herein by
reference to Exhibit 10.2 to the Registrant's Annual Report
on Form 10-K for the year ended January 1, 1999. *
10.3** 1982 Employee Stock Option Plan, as amended, is
incorporated herein by reference to Exhibit 10.7 to the Form S-2 *
10.4** 1993 Equity Incentive Plan, as amended, is incorporated herein
by reference to Exhibit 10.8 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended January 2, 1998. *
10.5** Amendment No. 3 to 1993 Equity Incentive Plan
10.6** VP Bonus Plan is incorporated herein by reference to
Exhibit 10.19 to the Form S-2 *
10.7** 1993 Director Option Plan is incorporated herein by reference to
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended April 2, 1993, as amended (the "1993
Form 10-Q") *
21 Subsidiaries of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Grant Thornton, incorporated herein by reference to
Exhibit 23.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1998. *
27 Financial Data Schedule for the fiscal year ended December 31, 1999.
* Incorporated herein by reference.
** Management contract or compensatory plan or arrangement filed
herewith in response to Item 14(a)(3) of the instructions to Form
10-K.
SIGNATURE
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 the report to be
signed on its behalf by the undersigned thereunto duly authorized.
SAUCONY, INC.
(Registrant)
By: /s/ Charles A. Gottesman
Chief Operating Officer
Date: April 10, 2000
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Saucony, Inc. on Forms S-8 (file numbers 33-50922, 33-61532, 33-66482, 33-80726,
333-33485) of our report dated February 7, 2000, on our audits of the
consolidated financial statements and financial statement schedule of Saucony,
Inc. and Subsidiaries as of December 31, 1999 and January 1, 1999 and for the
years ended December 31, 1999, January 1, 1999 and January 2, 1998 which report
is included in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
March 27, 2000
