-------------------------
OMB APPROVAL
-------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response..14.90
-------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
JACLYN, INC.
---------------------------------------------------------------------------
(Name of Issuer
COMMON STOCK, $1.00 PAR VALUE PER SHARE
---------------------------------------------------------------------------
(Title of Class of Securities)
469772 10 7
-------------------------------
(CUSIP Number)
William D. Freedman, Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas, New York, New York 10036, (212) 704-6000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 29, 1997
---------------------------------------------------------
(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 469772 10 7 Page 2 of 12 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ABE GINSBURG
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,120,033
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
224,961
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,990
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 469772 10 7 Page 3 of 12 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
ALLAN GINSBURG
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,058,873
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 124,138
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
181,220
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,037
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 469772 10 7 Page 4 of 12 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
ROBERT CHESTNOV
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,057,764
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 98,041
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
207,534
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,397
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 469772 10 7 Page 5 of 12 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
HOWARD GINSBURG
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,054,264
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 113,277
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
176,611
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,238,428
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 6 of 12 pages
AMENDMENT NO. 7 TO JOINT FILING ON SCHEDULE 13D
OF
THE JACLYN, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
AND
ABE GINSBURG, ALLAN GINSBURG, ROBERT CHESTNOV AND HOWARD
GINSBURG
WITH RESPECT TO JACLYN, INC.
The following information supplements and amends the information
contained in the joint statement on Schedule 13D dated February 29, 1988 filed
by the Jaclyn, Inc. Employee Stock Ownership Plan and Trust ("Trust") and by Abe
Ginsburg, Allan Ginsburg, Robert Chestnov and Howard Ginsburg, Trustees of the
Trust, relating to the Common Stock, $1.00 par value per share ("Common Stock"),
of Jaclyn, Inc., as amended by Amendment No. 1 with respect to an event which
occurred on May 18, 1988, by Amendment No. 2 with respect to an event which
occurred on February 28, 1989, by Amendment No. 3 with respect to an event which
occurred on January 2, 1991, by Amendment No. 4 dated January 4, 1993, by
Amendment No. 5 with respect to an event which occurred on March 13, 1993 and by
Amendment No. 6 with respect to an event that occurred on February 14, 1994 (as
so amended, the "Statement"). Capitalized terms used herein which are defined
terms in the Statement shall have the same meanings herein as in the Statement
unless otherwise expressly defined herein.
1. Item 4 of the Statement is hereby amended as follows:
The third paragraph of Item 4 of the Statement is hereby amended and
restated in its entirety to read as follows:
"Messrs. Abe Ginsburg, Allan Ginsburg, Robert Chestnov and Howard
Ginsburg are parties to an amended and restated stockholders agreement dated as
of July 30, 1996 by and among the Corporation, such individuals and certain
other stockholders of the Corporation (the "Stockholders Agreement"). The
Stockholders Agreement, among other things, entitles Messrs. Abe Ginsburg, Allan
Ginsburg, Robert Chestnov and Howard Ginsburg, in their capacity as a
Stockholders' Committee (in such capacity, collectively, the "Stockholders
Committee"), acting by the vote of at least two-thirds, or by the unanimous
written consent, of the members of the Stockholders Committee, to direct the
voting of the shares of Common Stock owned by the stockholders of the
Corporation who are signatories to the Stockholders Agreement with respect to
all matters submitted to stockholders of the Corporation at any annual or
special meeting of stockholders of the Corporation or pursuant to a written
consent in lieu thereof. At December 29,
<PAGE>
Page 7 of 12 pages
1997, the Stockholders Committee was entitled, pursuant to the Stockholders
Agreement, to direct the vote with respect to 1,031,610 shares of Common Stock."
A new paragraph is hereby added to Item 4 of the Statement as
follows:
"On December 29, 1997, the Corporation granted to Robert Chestnov a
restricted stock award of 20,000 shares of Common Stock (the "Restricted Stock
Award")."
2. Item 5 of the Statement is hereby amended in its entirety to read as
follows:
"Item 5. INTEREST IN SECURITIES OF THE ISSUER.
At December 29, 1997, the Trust was the beneficial owner of 153,957
shares of Common Stock, representing 5.7% of the outstanding shares of Common
Stock. Each employee who is a participant in the Trust is entitled to direct the
Trustees as to the voting of Shares allocated to his account under the Trust.
Under the Trust, the Trustees are required to vote shares of Common Stock which
are not allocated to the account of participants in the same proportion and
manner as allocated shares are voted by participants. The Trustees share the
power to dispose of the shares of Common Stock owned by the Trust.
At December 29, 1997, the Trustees were the beneficial owners of
shares of Common Stock as indicated below.
(a) Abe Ginsburg beneficially owned 1,273,990 shares. Mr.
Ginsburg shared power to direct the voting as to 1,120,033 of such shares and
shared dispositive power as to 244,961 of such shares. The 1,273,990 shares
include (i) an aggregate of 68,350 shares owned by two charitable foundations in
which Mr. Ginsburg serves as a director and officer and with respect to which he
shares dispositive power, (ii) 22,654 shares owned by the Corporation's Pension
Plan, of which Mr. Ginsburg serves as a co-trustee and with respect to which he
shares voting and dispositive power and (iii) 1,031,610 shares (including 2,581
of the shares described in clause (i) above) with respect to which Mr. Ginsburg
shares power to direct the voting pursuant to the Stockholders Agreement. Mr.
Ginsburg disclaims beneficial ownership of the shares described in clauses (i),
(ii) and (iii) above.
Of the 68,350 shares of Common Stock referred to in clause (i), Mr.
Ginsburg shares dispositive power with respect to 2,581 of such shares with Mr.
Martin Ginsburg, a consultant to the Corporation. Martin Ginsburg's business
address is 635 59th Street, West New York, New Jersey 07093. Mr. Ginsburg shares
dispositive power with respect to the remaining 65,769 shares of Common Stock
referred to in clause (i) with Mrs. Sylvia Ginsburg. Mrs. Ginsburg's residence
address is 1512 Palisade Avenue, Fort Lee, New Jersey 07024. Mr. Ginsburg shares
voting and dispositive power of the 22,654 shares referred to in clause (ii)
with Messrs. Allan Ginsburg, Chairman of the Corporation, Robert Chestnov,
President and Chief Executive Officer of the Corporation, and Howard Ginsburg,
Vice-Chairman of the Corporation, each co-trustees of the
<PAGE>
Page 8 of 12 pages
Corporation's Pension Plan. Neither Martin Ginsburg nor Sylvia Ginsburg have,
during the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of them were or are subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Martin Ginsburg and Sylvia Ginsburg are each United States
citizens.
(b) Allan Ginsburg beneficially owned 1,243,037 shares. Mr.
Ginsburg has sole dispositive power as to 124,138 of such shares, shared power
to direct the voting as to 1,058,873 of such shares and shared dispositive power
as to 181,220 of such shares. The 1,243,037 shares include (i) 21,984 shares
held by him as a custodian for his children, (ii) 10,769 shares owned by his
wife, (iii) 22,654 shares owned by the Corporation's Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and dispositive
power, (iv) 9,485 shares owned by the Trust and allocated to his account
thereunder, (v) 4,609 shares owned by a charitable foundation in which Mr.
Ginsburg serves as an officer and trustee and with respect to which he shares
voting and dispositive power, (vi) 39,692 shares which Mr. Ginsburg may acquire
pursuant to presently exercisable stock options, and (vii) 1,031,610 shares
(including the shares described in clauses (i), (ii) and (iv) above) with
respect to which Mr. Ginsburg shares power to direct the voting pursuant to the
Stockholders Agreement. Mr. Ginsburg disclaims beneficial ownership of the
shares referred to in clauses (i), (ii), (iii), (v) and 929,456 of the shares
described in clause (vii) above.
Mr. Ginsburg shares voting and dispositive power of the 4,609 shares
referred to in clause (v) with Mrs. Carolyn Ginsburg. Mrs. Ginsburg's residence
address is 77 Pine Terrace, Demarest, New Jersey 07627. During the past five
years, Carolyn Ginsburg has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has she been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Carolyn Ginsburg is a United States citizen.
(c) Robert Chestnov beneficially owned 1,243,397 shares. Mr.
Chestnov has sole dispositive power as to 98,041 of such shares, shared power to
direct the voting as to 1,057,764 of such shares and shared dispositive power as
to 207,534 of such shares. The 1,243,397 shares include (i) 26,600 shares held
of record by him as a trustee of two trusts, (ii) 27,423 shares held of record
by him as co-trustee of a trust, (iii) 372 shares owned by his wife, (iv) 6,906
shares held of record by his wife as custodian for their children, (v) 22,654
shares owned by the Corporation's Pension Plan, of which he serves as co-trustee
and with respect to which he shares voting and dispositive power, (vi) 9,485
shares owned by the Trust and allocated to his account thereunder, (vii) 3,500
shares owned by a charitable foundation in which Mr. Chestnov serves as an
officer and director with respect to which he shares voting and dispositive
power, (viii) 41,161 shares with Mr. Chestnov may acquire pursuant to presently
exercisable stock options, and (xi) 1,031,610 shares (including the shares
described in clauses (i), (ii), (iii), (iv) and (vi) above) with respect to
which Mr. Chestnov shares
<PAGE>
Page 9 of 12 pages
power to direct the voting pursuant to the Stockholders Agreement. Mr. Chestnov
disclaims beneficial ownership of the shares referred to in clauses (i), (ii),
(iii), (iv), (v), (vii) and 960,169 of the shares described in clause (xi)
above.
Mr. Chestnov shares dispositive power with respect to the 27,423
shares referred to in clause (ii) and the 3,500 shares referred to in clause
(vii) with Mr. Richard Chestnov, a private investor, with a residence address at
17142 Whitehaven Drive, Boca Raton, Florida 33496. Richard Chestnov is also a
director of the Corporation. During the past five years, Richard Chestnov has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining the future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Richard Chestnov is a
United States citizen.
(d) Howard Ginsburg beneficially owned 1,238,428 shares. Mr.
Ginsburg has sole dispositive power as to 113,277 of such shares, shared power
to direct the voting of 1,054,264 of such shares and shared dispositive power as
to 176,611 of such shares. The 1,238,428 shares include (i) 55,114 shares held
of record by him as custodian for his minor children, with respect to which
shares he disclaims beneficial ownership, (ii) 9,485 shares owned by the Trust
and allocated to his account with respect which he has the right to direct the
vote, (iii) 22,654 shares owned by the Corporation's Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and dispositive
power, (iv) 39,692 shares which Mr. Ginsburg may acquire pursuant to presently
exercisable stock options, and (v) 1,031,610 shares (including the shares
described in clauses (i) and (ii) above) with respect to which Mr. Ginsburg
shares power to direct the voting pursuant to the Stockholders Agreement. Mr.
Ginsburg disclaims beneficial ownership of the shares referred to in clauses
(i), (ii), (iii) and 973,447 of the shares described in clause (iv) above.
There is included in the aggregate share ownership of each Trustee
the shares of Common Stock owned by the Trust.
Under certain circumstances set forth in the Trust, the Corporation's
Board of Directors may direct the payment of dividends on shares of Common Stock
owned by the Trust that have been allocated to the accounts of participating
employees. In addition, dividends declared on the 1994 Shares will be deposited
in an account with the Trust's bank lender and used to repay principal and
interest on the loan made to the Trust on February 15, 1994. Except as set forth
in the Trust, and the shares of Common Stock with respect to which the Trustees
share dispositive power as described in this Statement (including the 1994
Shares), no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock beneficially owned by the Trustees and the Trust.
On October 30, 1997, Abe Ginsburg disposed of 309 shares of Common
Stock by gift to a charitable foundation of which he serves as a director and
officer. On October 30, 1997, Abe Ginsburg's wife disposed of 10,920 shares of
Common Stock by gift to a charitable foundation of
<PAGE>
Page 10 of 12 pages
which Abe Ginsburg serve as a director and officer. On November 5, 6 and 7,
1997, a trust of which Robert Chestnov serves as trustee sold an aggregate of
1,800 shares of Common Stock. On November 3, 6, 7 and 10, another trust of which
Robert Chestnov serves as trustee sold an aggregate of 2,100 shares of Common
Stock. On November 14, 1997, the Trust issued 81 shares of Common Stock to an
employee of the Corporation upon termination of his employment. On November 25,
1997, a charitable foundation of which Allan Ginsburg serves as an officer and
trustee disposed of 6,000 shares of Common Stock by gift. On December 4, 1997, a
charitable foundation of which Abe Ginsburg serves as a director and officer
disposed of 2,209 shares of Common Stock by gift. On December 19, 1997, the
Trust issued an aggregate of 423 shares of Common Stock to employees of the
Corporation upon termination of their employment. On December 29, 1997, Robert
Chestnov acquired 20,000 shares of Common Stock pursuant to the Restricted Stock
Award. Except for the foregoing transactions, neither the Trust nor any of the
Trustees have effected any other transactions in Common Stock during the past
sixty days."
3. Item 6 of the Statement is hereby amended in its entirety to read as
follows:
"Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Trustees and the Trust or between the Trustees
and/or the Trust and any other person with respect to any securities of the
Corporation, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies, except for (a) the Trust, (b) the letter agreements
dated February 15, 1994 between the Trust and each of Robert Chestnov, Allan
Ginsburg and Howard Ginsburg relating to the sale by each of them to the Trust
of 30,000, 20,000 and 10,000 shares of Common Stock, respectively, (c) stock
option contracts dated as of December 21, 1993 and July 1, 1996 between the
Corporation and each of Allan Ginsburg, Robert Chestnov and Howard Ginsburg with
respect of the grant of stock options to each of them by the Corporation, (d)
the Stockholders Agreement, (e) the Jaclyn, Inc. Employees Pension Trust, (f)
the Loan and Security Agreement dated February 15, 1994 between the Trust and
National Westminster Bank, New Jersey and (g) a letter agreement dated December
29, 1997 between the Corporation and Robert Chestnov relating to the grant of
the Restricted Stock Award."
4. Item 7 of the Statement is hereby amended by adding the following new
paragraphs O, P and Q at the end thereof.
"O. Stock Option Contracts dated July 1, 1996 between the
Corporation and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg.
P. Amended and Restated Stockholders Agreement dated as of
July 30, 1996 among the Corporation and certain stockholders of the Corporation
(incorporated by reference to
<PAGE>
Page 11 of 12 pages
Exhibit 10(j) to the Annual Report on Form 10-K of the Corporation, File No.
1-5863, for the fiscal year of the Corporation ended June 30, 1996).
Q. Letter Agreement dated December 29, 1997 between the
Corporation and Robert Chestnov."
<PAGE>
Page 12 of 12 pages
SIGNATURES
After reasonable inquiry and the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 7, 1998
/s/ Abe Ginsburg
-----------------------------
Abe Ginsburg
/s/ Allan Ginsburg
-----------------------------
Allan Ginsburg
/s/ Robert Chestnov
-----------------------------
Robert Chestnov
/s/ Howard Ginsburg
-----------------------------
Howard Ginsburg
<PAGE>
Page 13 of 12 pages
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
O Stock Option Contracts dated July 1, 1996 between
the Corporation and each of Robert Chestnov, Allan
Ginsburg and Howard Ginsburg. 14
P Amended and Restated Stockholders Agreement dated
as of July 30, 1996 among the Corporation and
certain stockholders of the Corporation
(incorporated by reference to Exhibit 10(j) to the
Annual Report on Form 10-K of the Corporation,
File No. 1-5863, for the fiscal year of the
Corporation ended June 30, 1996).
Q Letter Agreement dated December 29, 1997 between
the Corporation and Robert Chestnov. 26
EXHIBIT O
1990 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 1, 1996
between JACLYN, INC., a Delaware corporation (the "Company"), and Robert
Chestnov (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1990 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
25,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock") at an exercise price of $4.0625 per share, being at least equal
to the fair market value of such shares of Common Stock on the date hereof. This
option is intended to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
although the Company makes no representation or warranty as to such
qualification.
2. The term of this option shall be 10 years from the date
hereof, subject to earlier termination as provided in the Plan. This option may
be exercised commencing on the date hereof as to 24,615 shares of Common Stock
subject hereto and as to an additional 385 shares of Common Stock on January 1,
1997. The right to purchase shares of Common Stock subject hereto shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased any time and from time to time
thereafter, but not after the termination hereof. This option may be exercised
by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares purchased
(provided that not less than one hundred (100) shares may be purchased unless
the number purchased is the total number of shares purchasable hereunder) and
accompanied by payment of the aggregate purchase price therefor in accordance
with Section 3 below. Notwithstanding any of the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee, (a)
in the form of shares of Common Stock already owned by the Optionee valued, for
the purpose of payment of the purchase price, at the fair market value of such
previously owned shares of Common Stock determined in accordance with Section
5(d) of the Plan; and/or (b) one-tenth (1/10) of the purchase price in cash (or
by check) and the balance by the issuance of a recourse promissory note, in form
satisfactory to the Committee, and, in accordance with and subject to the terms
and provisions of Section 7 of the Plan.
<PAGE>
4. The Company may withhold cash and/or shares of Common
Stock to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this
-2-
<PAGE>
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
(a) (i) to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) to implement the
provisions of the Plan or this Contract or any other agreement between the
Company and the Optionee with respect to such shares of Common Stock, or (iii)
to permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option or (b) if applicable,
with regard to any other restriction, on the assignment, pledge, hypothecation
or transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or any
of its subsidiaries, or interfere in any way with any right of the Company, any
parent or its subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any parent or any of its
subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. In the event (a) the employment
of the Optionee terminates, (b) of the disability of the Optionee, or (c) of the
death of the Optionee, his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
<PAGE>
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
and to this option as it shall deem appropriate, all in accordance with the
provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
JACLYN, INC.
By: /s/ Allan Ginsburg
------------------------
Title: Chairman
/s/ Robert Chestnov
------------------------
Robert Chestnov, Optionee
602 Orchard Lane
------------------------
Address
Franklin Lakes, NJ 07417
------------------------
-4-
<PAGE>
1990 STOCK OPTION PLAN
10% OWNER INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 1, 1996
between JACLYN, INC., a Delaware corporation (the "Company"), and Allan Ginsburg
(the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1990 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
25,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock") at an exercise price of $4.46875 per share, being at least
equal to 110% of the fair market value of such shares of Common Stock on the
date hereof. This option is intended to constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), although the Company makes no representation or warranty
as to such qualification.
2. The term of this option shall be 5 years from the date
hereof, subject to earlier termination as provided in the Plan. This option may
be exercised commencing on the date hereof as to 22,377 shares of Common Stock
subject hereto and as to an additional 2,623 shares of Common Stock on January
1, 1997. The right to purchase shares of Common Stock subject hereto shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased any time and from time to time
thereafter, but not after the termination hereof. This option may be exercised
by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares purchased
(provided that not less than one hundred (100) shares may be purchased unless
the number purchased is the total number of shares purchasable hereunder) and
accompanied by payment of the aggregate purchase price therefor in accordance
with Section 3 below. Notwithstanding any of the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee, (a)
in the form of shares of Common Stock already owned by the Optionee valued, for
the purpose of payment of the purchase price, at the fair market value of such
previously owned shares of Common Stock determined in accordance with Section
5(d) of the Plan; and/or (b) one-tenth (1/10) of the purchase price in cash (or
by check) and the balance by the issuance of a recourse promissory note, in form
satisfactory to the Committee, and, in accordance with and subject to the terms
and provisions of Section 7 of the Plan.
<PAGE>
4. The Company may withhold cash and/or shares of Common
Stock to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this
-2-
<PAGE>
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
(a) (i) to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) to implement the
provisions of the Plan or this Contract or any other agreement between the
Company and the Optionee with respect to such shares of Common Stock, or (iii)
to permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option or (b) if applicable,
with regard to any other restriction, on the assignment, pledge, hypothecation
or transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or any
of its subsidiaries, or interfere in any way with any right of the Company, any
parent or its subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any parent or any of its
subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. In the event (a) the employment
of the Optionee terminates, (b) of the disability of the Optionee, or (c) of the
death of the Optionee, his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
<PAGE>
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
and to this option as it shall deem appropriate, all in accordance with the
provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
JACLYN, INC.
By: /s/ Robert Chestnov
--------------------------
Title: President
/s/ Allan Ginsburg
--------------------------
Allan Ginsburg, Optionee
77 Pine Terrace
--------------------------
Address
Demarest, NJ 07627
--------------------------
-4-
<PAGE>
1990 STOCK OPTION PLAN
10% OWNER INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 1, 1996
between JACLYN, INC., a Delaware corporation (the "Company"), and Howard
Ginsburg (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1990 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
25,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock") at an exercise price of $4.46875 per share, being at least
equal to 110% of the fair market value of such shares of Common Stock on the
date hereof. This option is intended to constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), although the Company makes no representation or warranty
as to such qualification.
2. The term of this option shall be 5 years from the date
hereof, subject to earlier termination as provided in the Plan. This option may
be exercised commencing on the date hereof as to 22,377 shares of Common Stock
subject hereto and as to an additional 2,623 shares of Common Stock on January
1, 1997. The right to purchase shares of Common Stock subject hereto shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased any time and from time to time
thereafter, but not after the termination hereof. This option may be exercised
by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares purchased
(provided that not less than one hundred (100) shares may be purchased unless
the number purchased is the total number of shares purchasable hereunder) and
accompanied by payment of the aggregate purchase price therefor in accordance
with Section 3 below. Notwithstanding any of the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee, (a)
in the form of shares of Common Stock already owned by the Optionee valued, for
the purpose of payment of the purchase price, at the fair market value of such
previously owned shares of Common Stock determined in accordance with Section
5(d) of the Plan; and/or (b) one-tenth (1/10) of the purchase price in cash (or
by check) and the balance by the issuance of a recourse promissory note, in form
satisfactory to the Committee, and, in accordance with and subject to the terms
and provisions of Section 7 of the Plan.
<PAGE>
4. The Company may withhold cash and/or shares of Common
Stock to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this
-2-
<PAGE>
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
(a) (i) to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) to implement the
provisions of the Plan or this Contract or any other agreement between the
Company and the Optionee with respect to such shares of Common Stock, or (iii)
to permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option or (b) if applicable,
with regard to any other restriction, on the assignment, pledge, hypothecation
or transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or any
of its subsidiaries, or interfere in any way with any right of the Company, any
parent or its subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any parent or any of its
subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. In the event (a) the employment
of the Optionee terminates, (b) of the disability of the Optionee, or (c) of the
death of the Optionee, his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
<PAGE>
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
and to this option as it shall deem appropriate, all in accordance with the
provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
JACLYN, INC.
By: /s/ Robert Chestnov
-----------------------------
Title: President
/s/ Howard Ginsburg
-----------------------------
Howard Ginsburg, Optionee
425 East 58th Street, Apt.19H
-----------------------------
Address
New York, NY 10022
-----------------------------
-4-
EXHIBIT Q
JACLYN, INC.
635 59th Street
West New York, NJ 07093
December 29, 1997
Mr. Robert Chestnov
602 Orchard Lane
Franklin Lakes, NJ 07417
Dear Mr. Chestnov:
In recognition of and in consideration for, among other things,
services rendered to Jaclyn, Inc. (the "Company") by you as its President and
Chief Executive Officer, the Board of Directors of the Company has determined to
grant to you, upon the terms and subject to the conditions set forth below, a
restricted stock award of Twenty Thousand (20,000) shares (the "Shares") of the
common stock, $1.00 par value per share, of the Company, subject to your
representations, warranties and agreements set forth below.
1. You hereby represent and warrant that you (a) are
acquiring the Shares for your own account and not with a view to the
distribution of the Shares within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), (b) have no present agreement, understanding or
arrangement to pledge, sell, assign, transfer or otherwise dispose of all or any
of the Shares, (c) have adequate means of providing for your current needs and
possible future contingencies and have no need, and anticipate no need in the
foreseeable future, to pledge, sell, assign, transfer or otherwise dispose of
all or any of the Shares.
2. You agree that you may not pledge, sell, assign, transfer
or otherwise dispose of all or any of the Shares until January 1, 2000. You also
acknowledge that the Shares have not been registered under the under the
Securities Act or any state securities laws, and that any pledge, sale,
assignment, transfer or other disposition of the Shares by you may be made only
pursuant to a registration statement under the Securities Act which is effective
and current with respect to the sale of the Shares, or a specific exemption from
the registration requirements of the Securities Act, and, in any event, in
accordance with all applicable state securities laws. Nothing herein shall be
construed as requiring the Company to register the Shares under the Securities
Act or to qualify or register the Shares under any applicable state securities
laws. Any attempted pledge, sale, assignment, transfer or other disposition of
any or all of the Shares in violation of this letter agreement shall be void and
of no force or effect.
3. In addition, and notwithstanding anything herein to the
contrary, if at any time the Company shall determine that the listing or
qualification of the Shares on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to, or in connection with, the pledge,
sale, assignment, transfer or other disposition of the Shares, the Shares may
not be pledged, sold, assigned, transferred or
<PAGE>
otherwise disposed of unless same may be effected or obtained free of any
conditions not acceptable to the Company.
4. The Company may affix legends upon the certificates for
the Shares and may issue such "stop transfer" instructions to its transfer agent
in respect of the Shares as may be necessary or appropriate to prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act and any applicable state securities laws, or to otherwise
effect the intent and purposes of this Agreement.
5. In the event of a breach or threatened breach by you of
the provisions of this letter agreement, the Company shall be entitled to an
injunction by any court or tribunal to restrain you from committing or
continuing any such breach or threatened breach. In any proceeding for an
injunction, you hereby agree that your ability to answer in damages shall not be
a bar or be interposed as a defense to the granting of a temporary or permanent
injunction against you. You also acknowledge that the Company will not have an
adequate remedy at law in the event of any such breach or threatened breach by
you and that the Company may suffer irreparable damage and injury in the event
of such a breach or threatened breach. Nothing contained herein shall be
construed as prohibiting the Company from pursuing any other remedy or remedies
available to the Company in respect of such breach or threatened breach. The
provisions of this paragraph 5 shall survive the termination of the your
employment with the Company.
6. This letter agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, when
taken together, shall constitute one and the same instrument. This letter
agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York, without regard to principles of conflicts of
law.
Please acknowledge your agreement to the foregoing by signing and
returning this Agreement to the Company. Please retain the attached copy for
your records.
Very truly yours,
JACLYN, INC.
By: /s/ Allan Ginsburg
----------------------
Allan Ginsburg, Chairman of the
Board
-2-
<PAGE>
[Signatures Continued]
AGREED:
/s/ Robert Chestnov
- ---------------------------
Robert Chestnov
-3-
