FORM 10-K/A
(Amendment No. 2)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended August 28, 1999
Commission File number 1-9681
JENNIFER CONVERTIBLES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-2824646
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(State or other jurisdiction (I.R.S. Employer of incorporation or
organization) Identification No.)
419 Crossways Park Drive
Woodbury, New York 11797
(Address of principal executive office) 5712
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(Primary Standard
Industrial Classification
Code Number)
Registrant's telephone number, including area code (516) 496-1900
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01
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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]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)
Aggregate market value of voting stock held by non-affiliates of registrant as
of November 14, 1997: $ 12,826,631
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Shares of common stock outstanding as of November 19, 1999: 5,704,058
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for indemnification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
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Explanatory Note
This form 10-K/A Amendment No. 2 is being filed in order to replace
Exhibit 10.26. A draft version was inadvertently filed with the original filing.
There are no additional amendments to the Form 10-K.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS.
See the Index immediately following the signature page.
(b) REPORTS ON FORM 8-K.
Jennifer Convertibles, Inc. Current Report on Form 8-K dated
August 20, 1999 and filed September 3, 1999 reporting on an
Item 5 event.
(c) EXHIBITS.
3.1 - Certificate of Incorporation, incorporated herein by
reference to Exhibit 3.1 to our Registration
Statement - File Nos. 33-22214 and 33-10800.
3.2 - Certificate of Designations, Preferences and Rights
of Series A Preferred Stock, incorporated herein by
reference to Exhibit 3.2 to our Annual Report on Form
10-K for the year ended August 30, 1997.
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3.3 - Certificate of Designations, Preferences and Rights
of Series B Preferred Stock, incorporated herein by
reference to Exhibit 3.3 to our Annual Report on Form
10-K for the year ended August 29, 1998.
3.4 - By-Laws, incorporated herein by reference to Exhibit
3.2 to our Annual Report on Form 10-K for the year
ended August 26, 1995.
10.1 - Incentive and Non-Qualified Stock Option Plan,
incorporated herein by reference to Exhibit 10.4 to
the Registration Statement.
10.2 - Amended and Restated 1991 Incentive and Non-Qualified
Stock Option Plan incorporated herein by reference to
Exhibit 10.29 to the Registration Statement on Form
S-2.
10.3 - Warehousing Agreement, dated as of December 31, 1993,
between Jennifer Convertibles, Inc. and Jennifer
Warehousing, Inc., incorporated herein by reference
to our Quarterly Report on Form 10-Q for the
quarterly period ending February 26, 1994.
10.4 - Purchasing Agreement, dated as of December 31, 1993,
between Jennifer Convertibles, Inc. and Jara
Enterprises, Inc., incorporated herein by reference
to our Quarterly Report on Form 10-Q for the
quarterly period ending February 26, 1994.
10.5 - Advertising Agreement, dated as of December 31, 1993,
between Jennifer Convertibles, Inc. and Jara
Enterprises, Inc., incorporated herein by reference
to our Quarterly Report on Form 10-Q for the
quarterly period ending February 26, 1994.
10.6 - Amendment No. 1 to Warehousing Agreement, dated as of
May 28, 1994, amending the Warehousing Agreement
referred to in 10.3 and the related Rebate Note,
incorporated herein by reference to Exhibit 10.34 to
our Annual Report on Form 10- K for the fiscal year
ended August 27, 1994.
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10.7 - Amendment No. 1 to Purchasing Agreement, dated as of
May 28, 1994, amending the Purchasing Agreement
referred to in 10.4., incorporated herein by
reference to Exhibit 10.35 to our Annual Report on
Form 10-K for the fiscal year ended August 27, 1994.
10.8 - License Agreement, dated as of October 28, 1993,
among Jennifer Licensing Corp. and Jara Enterprises,
Inc., incorporated herein by reference to Exhibit 2
to our Current Report on Form 8-K dated November 30,
1993.
10.9 - Agreement, dated as of May 19, 1995, among Jennifer
Convertibles, Inc., Jennifer Purchasing Corp., Jara
Enterprises, Inc. and the licensees signatory
thereto, incorporated herein by reference to Exhibit
10.38 to our Annual Report on Form 10- K for the
fiscal year ended August 26, 1995.
10.10 - Agreement, dated as of November 1, 1995, among
Jennifer Convertibles, Inc., Jennifer Purchasing
Corp., Jara Enterprises, Inc. and the licensees
signatory thereto, incorporated herein by reference
to Exhibit 10.39 to our Annual Report on Form 10- K
for fiscal year ended August 26, 1995.
10.11 - Form of Note, dated November 1994, made by Jara
Enterprises, Inc. to Harley J. Greenfield and Edward
B. Seidner, incorporated herein by reference to
Exhibit 10.43 to our Annual Report on Form 10-K for
the fiscal year ended August 26, 1995.
10.12 - Form of Option, dated November 7, 1994 to purchase
common stock from Fred Love, Jara Enterprises, Inc.
and certain subsidiaries to Harley J. Greenfield and
Fred Love, incorporated herein by reference to
Exhibit 10.44 to our Annual Report on Form 10-K for
the fiscal year ended August 26, 1995.
10.13 - Form of Subordination Agreement, dated as of August
9, 1996, by Harley J. Greenfield and Edward B.
Seidner, incorporated herein by reference to Exhibit
10.45 to our Annual Report on Form 10-K for the
fiscal year ended August 26, 1995.
10.14 - Credit and Security Agreement, dated as of March 1,
1996, among Klaussner Furniture Industries, Inc.,
Jennifer Convertibles, Inc. and the other signatories
thereto, incorporated herein by reference to Exhibit
4 to our Current Report on Form 8-K dated March 18,
1996.
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10.15 - 1997 Stock Option Plan, incorporated herein by
reference to Exhibit 10.29 to our Annual Report on
Form 10-K for the fiscal year ended August 31, 1997.
10.16 - Stock Purchase Agreement, dated December 11, 1997,
between Klaussner and Jennifer Convertibles, Inc.,
incorporated herein by reference to Exhibit 10.30 to
our Annual Report on Form 10-K for fiscal year ended
August 30, 1997.
10.17 - Registration Rights Agreement, dated December 11,
1997, between Klaussner and Jennifer Convertibles,
Inc., incorporated herein by reference to Exhibit
10.31 to our Annual Report on Form 10-K for fiscal
year ended August 30, 1997.
10.18 - Waiver and Modification Agreement, dated December 11,
1997, among Klaussner and related entities and
Jennifer Purchasing Corp., Jennifer Convertibles,
Inc., Jennifer Licensing Corp., and Jennifer L.P.
III, incorporated herein by reference to Exhibit
10.32 to our Annual Report on Form 10-K for the
fiscal year ended August 30, 1997.
10.19 - L.P. and Option Purchase and Termination Agreement,
dated as of August 20, 1999, among Jennifer
Convertibles, Inc., Jennifer Chicago Ltd., an
Illinois corporation and a wholly-owned subsidiary of
Jennifer Convertibles, Inc., Jenco Partners, L.P., a
limited partnership, which is the sole limited
partner of Jennifer Chicago, L.P., a Delaware Limited
partnership, JCI Consultant, L.P., a limited
partnership which owned certain options to purchase
capital stock of Jennifer Convertibles, Inc., Selig
Zises, a principal of Jenco Partners, L.P. and JCI
Consultant, L.P., Jay Zises, Jara Enterprises, Inc.,
Fred J. Love, and, Harley J. Greenfield and Edward B.
Seidner, incorporated herein by reference to our
Current Report on Form 8-K dated August 20, 1999 and
filed September 3, 1999 reporting on an Item 5 event.
10.20 - General Release, made as of August 20, 1999, by JCI
Consultant, L.P., Jenco Partners L.P., Jay Zises and
Selig Zises for the benefit of Jennifer Convertibles,
Inc., Jennifer Chicago Ltd., Jara Enterprises, Inc.,
Harley J. Greenfield, Fred J. Love and Edward B.
Seidner, incorporated herein by reference to our
Current Report on Form 8-K dated August 20, 1999 and
filed September 3, 1999 reporting on an Item 5 event.
10.21 - General Release, made as of August 20, 1999, by
Jennifer Convertibles, Inc., Jennifer Chicago Ltd.,
Jara Enterprises, Inc., Harley J. Greenfield, Fred J.
Love an Edward B. Seidner for the benefit of JCI
Consultant, L.P., Jenco Partners L.P., Jay Zises and
Selig Zises, incorporated herein by reference to our
Current Report on
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Form 8-K dated August 20, 1999 and filed September 3,
1999 reporting on an Item 5 event.
10.22 - Note, dated as of September 1, 1999, in the principal
amount of $447, 000 to the order of Jenco Partners,
L.P. from Jennifer Convertibles, Inc., incorporated
herein by reference to our Current Report on Form 8-K
dated August 20, 1999 and filed September 3, 1999
reporting on an Item 5 event.
10.23 - Employment Agreement, dated as of August 15, 1999,
between Harley J. Greenfield and Jennifer
Convertibles, Inc.
10.24 - Employment Agreement, dated as of August 15, 1999,
between Rami Abada and Jennifer Convertibles, Inc.,
as amended.
10.25 - Agreement, dated as of September 1, 1999, between
Jennifer Convertibles, Inc. and Jara Enterprises,
Inc.
10.26 - Agreement, dated as of September 1, 1999 between
Jennifer Convertibles, Inc. and Jara Enterprises,
Inc.
10.27 - Loan Agreement dated as of December 8, 1999, between
Jennifer Convertibles, Inc. and Klaussner Furniture
Industries, Inc.
10.28 - Stock Option Agreement dated as of December 8, 1999,
between Harley J. Greenfield and Klaussner Furniture
Industries, Inc.
10.29 - Registration Rights Agreement, dated as of December
10, 1999, by Jennifer Convertibles, Inc. in favor of
Harley J. Greenfield in connection with the Stock
Option Agreement, dated as of December 8, 1999.
21.1 - Subsidiaries, incorporated herein by reference to
Exhibit 22.1 to our Annual Report on Form 10-K for
fiscal year ended August 27, 1994.
(d) FINANCIAL STATEMENT SCHEDULES.
All Schedules are omitted for the reason that they are not
required or are not applicable, or the required information is
shown in the consolidated financial statements or notes
thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JENNIFER CONVERTIBLES, INC.
By: /s/ HARLEY J. GREENFIELD
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Harley J. Greenfield, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated below.
NAME POSITION DATE
/s/ HARLEY J. GREENFIELD Chairman of the Board December 22, 1999
------------------------ and Chief Executive
Harley J. Greenfield Officer (Principal
Executive Officer)
/s/ EDWARD B. SEIDNER Director December 22, 1999
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Edward B. Seidner
/s/ BERNARD WINCIG Director December 22, 1999
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Bernard Wincig
/s/ EDWARD BOHN Director December 22, 1999
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Edward Bohn
/s/ KEVIN J. COYLE Director December 22, 1999
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Kevin J. Coyle
/s/ RAMI ABADA President, Director, Chief December 22, 1999
------------------------ Operating Officer and
Rami Abada Interim Chief Financial
Officer
AGREEMENT
Agreement dated September 1, 1999 between Jennifer Convertibles, Inc., a
Delaware corporation ("JCI"), and Jara Enterprises Inc., a New York corporation
("Jara").
In consideration of $1.00 and other good and valuable consideration,
receipt of which is hereby acknowledged, Jara hereby agrees to continue to pay
JCI $150,000 per month for each calendar month until the date on which Jara
transfers its warehouse system to JCI (the "Transfer Date"). As of the date
hereof, Jara has made the $150,000 per month payments up to and including the
month of August, 1999 and Jara shall make payments under this Agreement in
respect of successive months on or before the 70th day after the end of each
month, commencing with the payment in respect of September which shall be due on
or before December 10, 1999.
This Agreement shall terminate on the Transfer Date and any amounts unpaid
at such date in excess of $300,000 shall be paid on the 10th of the month in
which the Transfer Date occurs (or if the Transfer Date is after the 10th of the
month on or before the 10th of the next month). Payments of the $300,000 balance
will be evidenced by a note payable in 30 payments of $10,000 per month
commencing 30 days after the Transfer Date.
The parties hereto agree that the number of new Jennifer Convertibles
stores or combined Jennifer Convertibles/Jennifer Leather super stores that JCI
is permitted to open in New York after June 1, 1999 until the Transfer Date is
limited to five.
If the Transfer Date does not occur on or prior to December 31, 2000, this
Agreement will terminate on December 31, 2000.
IN WITNESS WHEREOF, the parties have signed this Agreement as of this 1st
day of September 1999.
JENNIFER CONVERTIBLES, INC.
By: /s/ HARLEY J. GREENFIELD
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Harley J. Greenfield,
Chief Executive Officer
JARA ENTERPRISES, INC.
By: /s/ FRED LOVE
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Fred Love, President
