SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________
FORM 10-K/A (No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended June 30, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from
______________________to________________________.
Commission file number 1-9169
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BERNARD CHAUS, INC.
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(Exact name of registrant as specified in its charter)
New York 13-2807386
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(State or other jurisdiction of (I.R.S employer identification number)
incorporation or organization)
1410 Broadway, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 354-1280
-------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $0.01 par value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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 (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant on September 16, 1994 was $27,112,524.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable
date
Date Class Shares Outstanding
------ --------- --------------------
September 16, 1994 Common Stock, $0.01 par value 18,352,331
Documents Incorporated by Reference Location in Form 10-K in which Incorporated
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Portions of registrant's Proxy Part III
Statement for the Annual Meeting
of Shareholders to be held on
November 22, 1994.
The Exhibit Index is located at page _______ of the manually executed
and sequentially numbered copy of this Form 10-K, totalling ________ pages.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Item 14 is amended to state in full as follows:
(a) Financial Statements and Financial Statement Schedules: See List
of Financial Statements and Financial Statement Schedules on page
F-1.
(b) The Company filed a Form 8-K during the last quarter of its fiscal
year ended June 30, 1994.
(c) Exhibits filed herewith denoted by(*):
Sequentially
Numbered
Page
------------
Exhibit No.
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3.1 Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
3.1 of the Company's Registration Statement on
Form S-1,Registration No. 33-5954).
3.2 By-laws of the Company, as amended
(incorporated by reference to Exhibit 3.1 of
the Company's Form 10-Q for the quarter ended
December 31, 1987).
10.1 Restricted Stock Purchase Plan (incorporated
by reference to Exhibit 10.1 of the Company's
Form 10-K for the year ended June 30, 1987).
10.2 1986 Stock Option Plan, as amended and
restated as of January 1, 1987 (incorporated
by reference to Exhibit 10.2 of the Company's
Form 10-K for the year ended July 1, 1989).
10.3 Amendment No. 1 to 1986 Stock Option Plan
(incorporated by reference to Exhibit 10.3 of
the Company's Form 10-K for the year ended
July 1, 1989).
10.4 Incentive Award Plan (incorporated by
reference to Exhibit 10.6 of the Company's
Registration Statement on Form S-1,
Registration No. 33-5954).
10.13 Agreement, dated June 15, 1988, between the
Company and Bernard Chaus and Josephine Chaus,
amending the terms of the Company's
Subordinated Promissory Notes to each of them,
each in the principal amount of $7,365,000,
the form of which was filed as Exhibit 10.13
of the Company's Registration Statement on
IV-2
<PAGE>
Form S-1, Registration No. 33-5954
(incorporated by reference to Exhibit 10.11 of
the Company's Form 10-K for the year ended
July 2, 1988).
10.14 Agreement, dated May 17, 1990 between the
Company and Bernard Chaus and Josephine Chaus
amending the terms of the Company's
subordinated Promissory Notes to each of them,
each in the principal amount of $7,365,000,
the form of which was filed as Exhibit 10.13
of the Company's Registration Statement on
Form S-1, Registration No. 33-5954.
10.15 Agreement, dated August 28, 1987, between
Amalgamated Workers Union Local 88,R.W.D.S.U.,
AFL-CIO and Company, and the Collective
Bargaining Agreement, dated September 1, 1984
related thereto (incorporated by reference to
Exhibit 10.3 of the Company's Form 10-K for
the year ended June 30, 1987).
10.16 Agreement, dated September 1, 1990, between
Amalgamated Workers Union Local 88,
R.W.D.S.U., AFL-CIO and Company, and the
Collective Bargaining Agreement, dated
September 1, 1984 related thereto
(incorporated by reference to Exhibit 10.16 of
the Company's Form 10-K for the year ended
June 30, 1990).
10.19 Lease, dated January 29, 1987, between L.H.
Charney Associates and the Company, of space
at the Company's facility at 1410 Broadway,
New York, New York (incorporated by reference
to Exhibit 10.19 of the Company's Form 10-K
for the year ended June 30, 1987).
10.23 Lease, dated July 27, 1987, between L. H.
Charney Associates and the Company, of space
at the Company's facility at 1410 Broadway,
New York, New York (incorporated by reference
to Exhibit 10.23 of the Company's Form 10-K
for the year ended July 2, 1988).
10.31 Agreement dated December 3, 1990 among
Bernard Chaus, Inc., Bernard Chaus, Josephine
Chaus and National Union Fire Insurance
Company of Pittsburgh, Pa., the Company's
directors and officers liability carrier (incorporated
by reference to Exhibit 10.31 of the Company's Form 10-Q
for the quarter ended December 31, 1990).
10.38 Financing Agreement dated July 1, 1991 between
the Company and BNY Financial Corporation (incorporated
by reference to Exhibit 10.38 of the Company's Form 10-K
for the year ended June 30, 1991).
10.39 Employment Agreement, dated July 1, 1991,
IV-3
<PAGE>
between the Company and Josephine Chaus (incorporated
by reference to Exhibit 10.39 of the Company's Form 10-K
for the year ended June 30, 1994).
10.43 Distribution Agreement, effective June 1,
1991. between Confeccionistas Unidos, S.A. de
C.V. and Bernard Chaus, Inc. (incorporated
by reference to Exhibit 10.43 of the Company's Form 10-Q
for the quarter ended September 30, 1991).
10.60 Employment Agreement, dated November 4, 1991
between Michael Fieman and the Company
(incorporated by reference to Exhibit 10.60 of
the Company's Form 10-K for the year ended
June 30, 1992).
10.61 Amended and Restated Financing Agreement,
dated September 24, 1992, to the Financing
Agreement dated July 1, 1991 between the
Company and BNY Financial Corporation
(incorporated by reference to Exhibit 10.61 of
the Company's Form 10-K for the year ended
June 30, 1992).
10.68 Waiver and amendment dated May 13, 1993 to the
Restated and Amended Financing Agreement
between the Company and BNY Financial
corporation effective July 1, 1992
(incorporated by reference to Exhibit 10.68 of
the Company's Form 10-Q for the quarter ended
March 31, 1993.
10.71 Employment Agreement, dated February 15, 1993
between Richard A. Baker and the Company
(incorporated by reference to Exhibit 10.71 of
the Company's Form 10-K for the year ended
June 30, 1993).
10.72 Employment Agreement, dated July 1, 1993
between Michael Root and the Company
(incorporated by reference to Exhibit 10.72 of
the Company's Form 10-K for the year ended
June 30, 1993).
10.73 Waiver dated September 1, 1993 to the
Restated and Amended Financing Agreement
between the Company and BNY Financial
Corporation effective July 1, 1992
(incorporated by reference to Exhibit 10.73 of
the Company's Form 10-K for the year ended
June 30, 1993).
10.74 Agreement, dated February 21, 1991 between the
Company and Bernard Chaus and Josephine Chaus
amending the terms of the Company's
Subordinated Promissory Notes to each of them,
each in the principal amount of $7,365,000
(incorporated by reference to Exhibit 10.74 of
the Company's Form 10-K for the year ended
June 30, 1993).
IV-4
<PAGE>
10.75 Subordinated Promissory Notes dated March 12,
1991, between the Company and Bernard Chaus
and Josephine Chaus, separately, each in the
amount of $5,000,000 (incorporated by
reference to Exhibit 10.75 of the Company's
Form 10-K for the year ended June 30, 1993).
10.76 Agreement, dated July 31, 1991, between the
Company and the Estate of Bernard Chaus and
Josephine Chaus amending the terms of the
Company's Subordinated Promissory Notes to
each of them, each in the principal amount of
$7,365,000, (incorporated by reference to
Exhibit 10.76 of the Company's Form 10-K for
the year ended June 30, 1993).
10.77 Agreement, dated July 31, 1991, between the
Company and the Estate of Bernard Chaus and
Josephine Chaus amending the terms of the
Company's Subordinated Promissory Notes to
each of them, each in the principal amount of
$5,000,000 (incorporated by reference to
Exhibit 10.77 of the Company's Form 10-K for
the year ended June 30, 1993).
10.78 Agreement, dated July 15, 1992, between the
Company and the Estate of Bernard Chaus and
Josephine Chaus amending the terms of the
Company's Subordinated Promissory Notes to
each of them, each in the principal amount of
$5,000,000 (incorporated by reference to
Exhibit 10.78 of the Company's Form 10-K for
the year ended June 30, 1993).
10.79 Agreement, dated October 30, 1992, between the
Company and the Estate of Bernard Chaus and
Josephine Chaus amending the terms of the
Company's Subordinated Promissory Notes to
each of them, each in the principal amount of
$7,365,000 (incorporated by reference to
Exhibit 10.79 of the Company's Form 10-K for
the year ended June 30, 1993).
10.80 Demand Notes, dated June 30, 1993, between the
Company and the Estate of Bernard Chaus and
Josephine Chaus, each in the principal amount
of $1,520,216 (incorporated by reference to
Exhibit 10.80 of the Company's Form 10-K for
the year ended June 30, 1993).
10.81 Agreement, dated September 21, 1993, between
the Company and the Estate of Bernard Chaus
and Josephine Chaus amending the terms of the
Company's Subordinated Promissory Notes to
IV-5
<PAGE>
each of them, each in the principal amount of
$7,365,000 (incorporated by reference to
Exhibit 10.81 of the Company's Form 10-K for
the year ended June 30, 1993).
10.82 Waiver dated September 23, 1993 to the
Restated and Amended Financing Agreement
between the Company and BNY Financial
Corporation effective July 1, 1992
(incorporated by reference to Exhibit 10.82 of
the Company's Form 10-K for the year ended
June 30, 1993).
10.83 Waiver dated November 5, 1993 to the Restated
and Amended Financing Agreement between the
Company and BNY Financial Corporation
(incorporated by reference to Exhibit 10.83 of
the Company's Form 10-Q for the quarter ended
September 30, 1993).
10.84 Amendment, effective October 1, 1993, to the
Restated and Amended Financing Agreement
between the Company and BNY Financial
Corporation (incorporated by reference to
Exhibit 10.84 of the Company's Form 10-Q for
the quarter ended December 31, 1993).
10.85 Waiver dated January 13, 1994 to the Restated
and Amended Financing Agreement between the
Company and BNY Financial Corporation
(incorporated by reference to Exhibit 10.85 of
the Company's Form 10-Q for the quarter ended
December 31, 1993).
10.86 Waiver dated February 10, 1994 to the
Restated and Amended Financing Agreement
between the Company and BNY Financial
Corporation (incorporated by reference to
Exhibit 10.86 of the Company's Form 10-Q for
the quarter ended December 31, 1993).
10.87 Waiver dated May 4, 1994 to the Restated and
Amended Financing Agreement between the
Company and BNY Financial Corporation
(incorporated by reference to Exhibit 10.87 of
the Company's Form 10-Q for the quarter ended
March 31, 1994).
10.89 Employment Agreement dated June 3, 1994
between the Company and Wayne Miller (incorporated
by reference to Exhibit 10.89 of the Company's Form 10-K
for the year ended June 30, 1994).
10.90 Employment Agreement dated September 1, 1994
between the Company and Andrew Grossman with
Stock Option Agreement dated as of September
1, 1994 by and between the Company and Andrew
Grossman (incorporated by reference to Exhibit
10.90 of the Company's Form 10-K for the year
ended June 30, 1994).
IV-6
<PAGE>
10.91 Settlement Agreement dated as of September
1994 among Nicole Eskenazi, the Company and
certain others (incorporated by reference to
Exhibit 10.91 of the Company's Form 10-K
for the year ended June 30, 1994).
10.92 Severance Agreement dated as of June 16, 1994
between the Company and Anthony M. Pisano (incorporated
by reference to Exhibit 10.92 of the Company's Form 10-K
for the year ended June 30, 1994).
10.93 Waiver dated September 20, 1994 to the
Restated and Amended Financing Agreement
between the Company and BNY Financial
Corporation (incorporated by reference to
Exhibit 10.93 of the Company's Form 10-K
for the year ended June 30, 1994).
10.94 Subordinated Promissory Notes dated August 1,
1993, between the Company and Josephine Chaus
and the Estate of Bernard Chaus, separately,
each in the amount of $208,716 (incorporated
by reference to Exhibit 10.94 of the Company's
Form 10-K for the year ended June 30, 1994).
10.95 Subordinated Promissory Note dated August 1,
1993, between the Company and Josephine Chaus
in the amount of $1,311,500 (incorporated
by reference to Exhibit 10.95 of the Company's
Form 10-K for the year ended June 30, 1994).
10.96 Subordinated Promissory Note dated August 1,
1993, between the Company and the Estate of
Bernard Chaus, in the amount of $1,000,000
(incorporated by reference to Exhibit 10.96
of the Company's Form 10-K for the year ended
June 30, 1994).
10.97 Subordinated Promissory Note dated August 1,
1993, between the Company and the Estate of
Bernard Chaus, in the amount of $311,500
(incorporated by reference to Exhibit 10.97
of the Company's Form 10-K for the year ended
June 30, 1994).
10.98 Subordinated Promissory Notes dated December
31, 1993, between the Company and Josephine
Chaus and the Estate of Bernard Chaus,
separately, each in the amount of $181,056
(incorporated by reference to Exhibit 10.98
of the Company's Form 10-K for the year ended
June 30, 1994).
10.99 Subordinated Promissory Notes dated December
31, 1993, between the Company and Josephine
Chaus and the Estate of Bernard Chaus,
separately, each in the amount of $412,950
(incorporated by reference to Exhibit 10.99
of the Company's Form 10-K for the year ended
June 30, 1994).
10.100 Agreements dated September 9, 1993, between
the Company and Josephine Chaus and the Estate
of Bernard Chaus, separately, reflecting
amendments to subordinated promissory notes,
each in the principal amount of $5,000,000
(incorporated by reference to Exhibit 10.100
of the Company's Form 10-K for the year ended
June 30, 1994).
10.101 Agreements dated October 18, 1993, between the
Company and Josephine Chaus and the Estate of
Bernard Chaus, separately, reflecting
amendments to subordinated promissory notes,
each in the principal amount of $1,520,216
(incorporated by reference to Exhibit 10.101
of the Company's Form 10-K for the year ended
June 30, 1994).
10.102 Agreements dated October 18, 1993, between the
Company and Josephine Chaus and the Estate of
Bernard Chaus, separately, reflecting
amendments to subordinated promissory notes,
each in the principal amount of $7,365,000
(incorporated by reference to Exhibit 10.102
of the Company's Form 10-K for the year ended
June 30, 1994).
IV-7
<PAGE>
10.103 Agreement dated December 31, 1993, between the
Company and Josephine Chaus reflecting
amendments to a subordinated promissory note,
in the principal amount of $1,311,500 (incorporated
by reference to Exhibit 10.103 of the Company's Form 10-K
for the year ended June 30, 1994).
10.104 Agreement dated December 31, 1993, between the
Company and the Estate of Bernard Chaus,
reflecting amendments to subordinated
promissory notes in the principal amounts of
$1,000,000 and $311,500 (incorporated
by reference to Exhibit 10.104 of the
Company's Form 10-K for the year ended June 30, 1994).
22 List of Subsidiaries of the Company
(incorporated by reference to Exhibit 22 of
the Company's Registration Statement on Form
S-1, Registration No. 33-5954).
*27 Article 5 Financial Data Schedule for the fiscal
year ended June 30, 1994.
IV-8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized, on October 5, 1994.
BERNARD CHAUS, INC.
By: /s/ Wayne S. Miller
-----------------------------
Wayne S. Miller
Executive Vice President -
Finance and Administration, Chief
Financial Officer
IV-9
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<PERIOD-TYPE> YEAR
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<RECEIVABLES> 24,097
<ALLOWANCES> 355
<INVENTORY> 25,503
<CURRENT-ASSETS> 47,471
<PP&E> 21,424
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0
0
<COMMON> 190
<OTHER-SE> (13,804)
<TOTAL-LIABILITY-AND-EQUITY> 51,619
<SALES> 206,332
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<CGS> 186,594
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<INCOME-PRETAX> (46,491)
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