SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000
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 no. 1-10340
ALLOU HEALTH & BEAUTY CARE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-2953972
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 EMJAY BOULEVARD, BRENTWOOD, NEW YORK 11717
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 273-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
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Class A Common Stock, par value $.001 per share American Stock Exchange
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 is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /__/
The aggregate market value of the Common Stock of the Registrant held
by non-affiliates of the Registrant on June 28, 2000 was $33,675,417. Such
aggregate market value is computed by reference to the closing sales price of
the Class A common stock on such date. For purposes of this calculation, the
Registrant has excluded the Class B common stock, which is held primarily by
affiliates and is not publicly-traded.
The number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: 5,602,403 shares of Class A
common stock and 1,200,000 shares of Class B common stock as of the close of
business on July 14, 2000.
NO DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our directors and executive officers are as set forth in the table below:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C>
Victor Jacobs...................................... 68 Chairman of the Board of Directors
Herman Jacobs...................................... 40 Chief Executive Officer and Director
David Shamilzadeh.................................. 54 President, Chief Financial Officer and Director
Jack Jacobs........................................ 37 Executive Vice President and Director
Jeffrey Rabinovich................................. 35 Vice President, Chief Systems Analyst and
Secretary
Sol Naimark........................................ 40 Director
Jeffrey Berg....................................... 57 Director
Stuart Glasser..................................... 53 Director
</TABLE>
Victor Jacobs has served as Chairman of the Board of Directors of Allou
since December 1985. From December 1985 to April 1990, and from October 1994 to
July 2000, Mr. Jacobs served as Chief Executive Officer of Allou.
Herman Jacobs has been Chief Executive Officer of Allou since July 2000
and a Director of Allou since July 1985. From December 1985 to July 2000, Mr.
Jacobs served as President of Allou. Mr. Jacobs has been Chief Operating Officer
since February 1994.
David Shamilzadeh has been President of Allou since July 2000, Chief
Financial Officer of Allou since April 1990 and a Director of Allou since July
1989. From February 1994 to July 2000 Mr. Shamilzadeh served as Senior Vice
President of Finance.
Jack Jacobs has been Executive Vice President of Allou since July 2000
and a Director of Allou since 1985. From June 1986 to July 2000 he served as
Vice President of Purchasing and from January 1989 to June 2000 he served as
Secretary.
Jeffrey Rabinovich has been Vice President and Secretary of Allou since
July 2000. From January 1999 to July 2000, Mr. Rabinovich served as the
Executive Assistant to the President. From 1993 to January 1999, Mr. Rabinovich
served as Assistant Treasurer at Republic National Bank.
Sol Naimark has been a Director of Allou since 1991. He has been a
partner at the law firm of Naimark and Tennenbaum for over five years.
Jeffrey Berg has been a Director of Allou since 1994. Dr. Berg has
served as President of Health Care Insights, a financial and technology
consulting firm, since March 1991. Dr. Berg has worked in research and
development for Johnson & Johnson Products, Inc. and General Foods Corporation.
<PAGE>
Dr. Berg currently serves on the Board of Directors of Bio-Imaging Technologies,
Inc., Biologix International Ltd., IMX Pharmaceuticals, and Dexterity Surgical.
Stuart Glasser has been a Director of Allou since February 2000. Mr.
Glasser has served as President and Chief Executive officer of Casual Male Big
and Tall and Senior Executive Vice President and director of J. Baker, Inc., its
parent company, a leading specialty retailer of apparel and footwear since
August 1997. From 1991 to 1997, Mr. Glasser served as Executive Vice President,
General Merchandise Manager, for the Mens Boys and Cosmetics areas for
Bloomingdale's. Prior to that, he was employed by Elder-Beerman Stores as
President for the Department Store Division.
Herman Jacobs and Jack Jacobs are brothers and sons of Victor Jacobs.
Directors who are not employed by Allou receive $1,000 for each Board
meeting attended and an additional $250 for each committee meeting attended.
Furthermore, each non-employee director is granted an option to purchase 5,000
shares of Class A Common Stock upon each election as a director of Allou.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company during the one-year period ended
March 31, 2000, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long term compensation of the Company's chief executive officer and other four
most highly compensated executive officers of the Company for services in all
capacities to the Company and its subsidiaries during the Company's 2000, 1999
and 1998 fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------ ----------------------------
NAME AND PRINCIPAL FISCAL SECURITIES
POSITION YEAR SALARY($)(1) BONUS($) UNDERLYING OPTIONS(#)
-------- ---- ------------ -------- ---------------------
<S> <C> <C> <C>
Victor Jacobs........................ 2000 300,000 178,666 --
Chairman of Board and Chief 1999 300,000 -- --
Executive Officer 1998 300,000 -- --
Herman Jacobs........................ 2000 300,000 178,666 --
Chief Operating Officer 1999 300,000 -- --
1998 300,000 -- --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Jack Jacobs.......................... 2000 300,000 178,666 --
Vice President of Purchasing and 1999 300,000 -- --
Secretary 1998 300,000 -- --
David Shamilzadeh 2000 300,000 120,000 --
Chief Financial Officer 1999 290,000 75,000 --
1998 249,231 75,000 --
</TABLE>
-----------------------------------
(1) The Company pays annual insurance premiums for Victor Jacobs, Herman
Jacobs, Jack Jacobs and David Shamilzadeh in the amounts of $37,234,
$8,434, $7,474 and $5,217, respectively. The Company has agreed that each
of Messrs. V. Jacobs, H. Jacobs, J. Jacobs and Shamilzadeh are entitled to
receive the entire cash surrender value under their insurance policies.
STOCK OPTION PLANS
In May 1991, the Company adopted the 1991 Stock Option Plan (the "1991
Plan"), which was approved by stockholders in August 1991; in July 1992, the
Company adopted the 1992 Stock Option Plan (the "1992 Plan"), which was adopted
by the stockholders in October 1992; in August 1995, the Company adopted the
1995 Stock Option Plan (the "1995 Plan"), which the Company amended in July
1996, and which was approved by stockholders in September 1996; in July 1996,
the Company adopted the 1996 Stock Option Plan (the "1996 Plan"), which was
approved by stockholders in September 1996; and the Company amended and restated
the 1991 Plan, the 1992 Plan, the 1995 Plan and the 1996 Plan (collectively, the
"Plans") as of October 1996. The Company amended the 1996 Plan in July 1999,
which was approved by stockholders in September 1999. The 1991 Plan provides for
the grant of options to purchase an aggregate of 650,000 shares of Class A
Common Stock. To date, options to purchase 623,475 of the 650,000 shares have
been granted under the 1991 Plan. The 1992 Plan provides for the grant of
options to key employees of the Company to purchase an aggregate 500,000 shares
of the Company's Class B Common Stock. To date, options to purchase all of the
500,000 shares have been granted under the 1992 Plan. The 1995 Plan provides for
the grant of non-qualified options to purchase an aggregate of 500,000 shares of
the Company's Class B Common Stock. To date, options to purchase all of the
500,000 shares have been granted under the 1995 Plan. The 1996 Plan provides for
the grant of options to purchase an aggregate of 2,000,000 shares of the
Company's Class A Common Stock. To date, options to purchase 1,307,595 of the
2,000,000 shares have been granted under the 1996 Plan.
The Plans are each administered by a Stock Option Committee (the
"Committee") approved by the Board of Directors of the Company. The Committee
has the authority under the Plans to determine the terms of options granted
under such Plan, including, among other things, the individuals who shall
receive options, the times when they shall receive them, whether an incentive
stock option and/or non-qualified stock option shall be granted, the number of
shares to be subject to each option and the date each option shall become
exercisable. Options granted under the Plans may be designated as "incentive
stock options," under Section 422 of the Internal Revenue Code of 1986, as
amended, or non-qualified options, which do not meet such requirements.
The Committee may set the exercise price for the options, which must be
at least 100% of the fair market value of the Common Stock on the date of grant
(or, in the case of an incentive stock option granted to an optionee who owns
stock possessing more than 10% of the voting power of the Company's Common
Stock, 110% of the fair market value of the Common Stock on the date of grant).
<PAGE>
The Committee may also set the period during which each option may be
exercised which shall not exceed 10 years from the date of grant (or in the case
of an incentive stock option granted to a stockholder who owns stock possessing
more than 10% of the voting power of the Common Stock, five years from the date
of grant). The Plans also provide that each employee who is an optionee shall
agree to remain in the employ of the Company for a term of at least one year.
The 1991 Plan will terminate on May 29, 2001, the 1992 Plan will terminate on
July 9, 2002, the 1995 Plan will terminate on July 31, 2005 and the 1996 Plan
will terminate on July 9, 2006.
NON-EMPLOYEE DIRECTORS' OPTIONS
Each non-employee director (as defined in the 1996 Plan), upon each
election as a director of the Company, is granted an option to purchase 5,000
shares of Class A Common Stock under the 1996 Plan. The Committee does not have
any discretion with respect to the selection of directors who receive
Non-Employee Director Options or the amount, the price or the timing with
respect thereto; and such Non-Employee Directors may not receive any other award
under the 1996 Plan. The exercise price of such Non-Employee Director Option is
the fair market value of the underlying shares of Class A Common Stock on the
date of grant, payable in cash. The options have a term of five years and may be
exercised at any time during such term.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth options that were granted in the fiscal
year ended March 31, 2000 to any of the executive officers listed on the summary
compensation table.
<TABLE>
<CAPTION>
------------------------------- ------------- ---------------- ---------- ------------ -----------------------------
NUMBER
OF PERCENT OF POTENTIAL REALIZABLE
SECURITIES TOTAL OPTIONS PER VALUE AT ASSUMED
UNDERLYING GRANTED TO SHARE ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES EXERCISE EXPIRATION PRICE VALUATION FOR
NAME GRANTED IN FISCAL YEAR PRICE DATE OPTION TERM
------------------------------- ------------- ---------------- ---------- ------------ -----------------------------
5% 10%
------------------------------- ------------- ---------------- ---------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
David Shamilzadeh 17,000 .05% $5.65 11/02/04 $57,129 $97,243
------------------------------- ------------- ---------------- ---------- ------------ ------------- ---------------
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
No options were exercised in the fiscal year ended March 31, 2000 by
any of the executive officers listed on the summary compensation table. The
following table contains information concerning the number and value, at March
31, 2000, held by Messrs. V. Jacobs, H. Jacobs, J. Jacobs and D. Shamilzadeh.
The Company does not use SARs as compensation.
<TABLE>
<CAPTION>
Number of Unexercised Options Value of Unexercised In-the-Money
at Fiscal Year End Options at Fiscal Year End(1)
------------------ --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Victor Jacobs................... 400,000 110,000 $371,070 $86,450
Herman Jacobs................... 467,500 32,500 376,390 86,450
Jack Jacobs..................... 467,500 32,500 376,390 86,450
David Shamilzadeh............... 257,250 42,750 612,473 97,777
</TABLE>
------------------
<PAGE>
(1) Fair market value of the underlying securities (the closing price of
the Company's Class A Common Stock on the American Stock Exchange) at
fiscal year end (March 31, 2000) minus the exercise price.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
There were no long-term incentive plan awards by the Company during the
fiscal year ended March 31, 2000.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Victor,
Herman and Jack Jacobs for a three-year term, commencing as of August 1, 1998,
each of which provides for annual salaries of $300,000 and such increases and
bonuses as the Board of Directors may determine. Such agreements also provide
for each individual to receive in each year of the agreement a bonus equal to 3%
of any increase in the Company's earnings before interest and taxes compared to
the prior fiscal year up to the first $2,000,000 of such increase, 2% of any
increase greater than $2,000,000 but less than $3,000,000 and 1% of any increase
in excess of $3,000,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee participate in all
deliberations concerning executive compensation. During the fiscal year ended
March 31, 2000, the Board of Directors participated in all deliberations
concerning executive compensation. As of July, 2000, the Compensation Committee
consisted of Victor Jacobs, Chairman of the Board, Herman Jacobs, Chief
Executive Officer, Jack Jacobs, Executive Vice President, David Shamilzadeh,
President and Chief Financial Officer, and Jeffrey Berg. No executive officer of
the Company serves as a member of the board of directors or compensation
committee of any entity which has one or more executive officers serving as a
member of the Company's Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of July 14, 2000 certain information
regarding the ownership of voting securities of the Company by each stockholder
known to the management of the Company to be (i) the beneficial owner of more
than 5% of the Company's outstanding Common Stock, (ii) the directors during the
last fiscal year and nominees for director of the Company and (iii) all
executive officers and directors as a group. Unless otherwise noted, the Company
believes that the beneficial owners of the Common Stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares. Unless otherwise noted, the address of each beneficial
owner named below is the Company's corporate address.
<TABLE>
<CAPTION>
------------------------------------------ --------------------- --------------------- ----------------- ------------------------
PERCENT OF
NAME AND AMOUNT AND NATURE VOTING
PRINCIPAL POSITION OF BENEFICIAL OWNERSHIP(A) PERCENT OF POWER (k)(l)
------------------------------------------ --------------------- --------------------- ------------------------------------------
CLASS B CLASS A CLASS B CLASS A
------------------------------------------ --------------------- --------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C>
Victor Jacobs
Chairman of the Board of Directors 925,500(b) 149,600(e) 42% 2.6% 35.9%
------------------------------------------ --------------------- --------------------- ------------------------------------------
Jack Jacobs
Executive Vice President and Director 624,750(c) 166,500(f) 28.3% 2.9% 24.8%
------------------------------------------ --------------------- --------------------- ------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ --------------------- ---------------------------------- -----------------------------
PERCENT OF
NAME AND AMOUNT AND NATURE VOTING
PRINCIPAL POSITION OF BENEFICIAL OWNERSHIP(A) PERCENT OF POWER (k)(l)
------------------------------------------ --------------------- ---------------------------------- -----------------------------
CLASS B CLASS A CLASS B CLASS A
------------------------------------------ --------------------- ---------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C>
Herman Jacobs
Chief Executive Officer and Director 624,750 (d) 166,500(g) 28.3% 2.9% 24.8%
------------------------------------------ --------------------- ---------------------------------- -----------------------------
David Shamilzadeh
President, Chief Financial
Officer and Director --- 272,250(h) --- 4.7% 2.3%
------------------------------------------ --------------------- ---------------------------------- -----------------------------
Sol Naimark
Director --- 3,750(i) --- * *
------------------------------------------ --------------------- ---------------------------------- -----------------------------
Jeffrey Berg
Director --- 3,750(i) --- * *
------------------------------------------ --------------------- ---------------------------------- -----------------------------
Stuart Glasser
Director --- --- --- * *
------------------------------------------ --------------------- ---------------------------------- -----------------------------
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 --- 322,600(j) --- 5.8% 2.8%
------------------------------------------ --------------------- ---------------------------------- -----------------------------
All directors and officers as a group 2,174,500 762,350
(8 persons) (b)(c)(d) (e)(f)(g)(h)(i) 98.9% 12.1% 67.3%
------------------------------------------ --------------------- ---------------------------------- -----------------------------
</TABLE>
* Less than 1%.
(a) Pursuant to Rule 13d-3 promulgated under the Exchange Act, includes shares
of common stock that may be purchased within 60 days upon exercise of
outstanding options.
(b) Includes 168,000 shares of our Class B common stock that may be acquired
pursuant to options granted under our 1992 Stock Option Plan and 170,000
shares of our Class B common stock which may be acquired pursuant to
options granted under our 1995 Stock Option Plan.
(c) Includes 166,000 shares of our Class B common stock that may be acquired
pursuant to options granted under the 1992 Plan and 165,000 shares of our
Class B common stock which may be acquired pursuant to options granted
under the 1995 Plan.
(d) Includes 166,000 shares of our Class B common stock that may be acquired
pursuant to options granted under the 1992 Plan and 165,000 shares of our
Class B common stock which may be acquired pursuant to options granted
under the 1995 Plan.
(e) Includes 67,000 shares of our Class A common stock that may be acquired
pursuant to options granted under the 1991 Plan and 72,500 shares of our
Class A common stock which may be acquired under the 1996 Plan.
(f) Includes 69,000 shares of our Class A common stock that may be acquired
pursuant to options granted under the 1991 Plan and 72,500 shares of our
Class A common stock which may be acquired under the 1996 Plan.
(g) Includes 69,000 shares of our Class A common stock that may be acquired
pursuant to options granted under the 1991 Plan and 72,500 shares of our
Class A Common Stock which may be acquired under the 1996 Plan.
(h) Includes 120,000 shares of our Class A common stock that may be acquired
pursuant to options granted under the 1991 Plan and 137,250 shares of our
Class A common stock which may be acquired under the 1996 plan.
(i) Includes 3,750 shares of our Class A common stock that may be acquired
pursuant to options granted under the 1996 Plan.
(j) The information contained herein with respect to these shares has been
obtained from Schedule 13G, dated February 4, 2000 filed by the beneficial
owner.
(k) For the purposes of this calculation, the Class A common stock and Class B
common stock are treated as a single class of common stock.
(l) The Class B common stock is entitled to five votes per share, whereas the
common stock is entitled to one vote per share.
<PAGE>
(j) The information contained herein with respect to these shares has been
obtained from Schedule 13G, dated February 4, 2000 filed by the beneficial
owner.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company purchases from and, on occasion, sells to various entities
that are controlled by the family of Victor Jacobs, the Chairman of the Board.
During the fiscal year ended March 31, 2000, the Company purchased products
aggregating $12.2 million from these parties and sold no products to these
parties. The Company believes that these purchases were made on terms that were
at least as favorable to the Company as those that could have been obtained from
unrelated third parties.
In April 1999 the Company sold a majority interest in its former
subsidiary The Fragrance Counter, Inc., an internet retailer of prestige
fragrances and cosmetics. In this transaction, the Company sold approximately
2.7 million shares of Series A preferred stock of The Fragrance Counter for an
aggregate purchase price of $12.9 million of which $4.0 million was paid in
cash and $8.9 million is to be paid under promissory notes that become due
within one year from closing. The Fragrance Counter issued approximately 5.3
million additional shares of Series A preferred stock for an aggregate of $25.0
million in cash. As a result of this transaction, the Company's ownership of The
Fragrance Counter was reduced from approximately 83% to approximately 13% of the
shares of its capital stock. On the closing date of this transaction, in
addition to the $4.0 million received as the cash portion of the purchase price
of the Company's shares, the Company received $7.3 million in cash from The
Fragrance Counter as repayment of loans previously made. The Company entered
into a services and supply agreement with The Fragrance Counter under which the
Company has agreed to supply The Fragrance Counter with fragrances, cosmetics
and upscale health and beauty products as well as supply The Fragrance Counter
with services which include warehousing, order processing, receiving, etc. for
150 days from the date of closing. This agreement has been extended through
October 2000. In consideration for the services provided, The Fragrance Counter
pays 25% above the Company's actual cost for providing such services. Each of
Victor Jacobs, Herman Jacobs and Jack Jacobs are shareholders of The Fragrance
Counter.
In April 2000, the Company was notified that the makers of the notes
would not honor their obligation. As a result, the Company sent a notice of
default requesting either payment of the notes or a private sale of the
collateral which consists of 1,816,239 shares of ibeauty.com common stock, a
privately held internet company, which is the successor to The Fragrance Counter
Inc. The Company has recorded a valuation allowance of $8,500,000 equal to the
face value of the notes. As a result of the sale, the Company recognized a gain
of $8,432,401 net of taxes in fiscal 2000, after the provision for the valuation
allowance.
On December 23, 1999, the Company loaned $138,460 to David Shamilzadeh.
The loan is due on December 31, 2000 and bears interest at 9% per annum. On
January 4, 2000, the Company loaned $535,135.33 to each of Victor, Herman and
Jack Jacobs. The loan is due on January 4, 2003 and bears interst at 9% per
annum.
It has been and will continue to be the Company's policy that
transactions between the Company and its directors, principal stockholders and
affiliates be on terms no less favorable to the Company than could be obtained
from unaffiliated persons.
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLOU HEALTH & BEAUTY CARE, INC.
By: /s/ David Shamilzadeh
------------------------------
David Shamilzadeh
President and
Chief Financial Officer
Dated: July 31, 2000
