PROSPECTUS Rule 424(b)(3)
33-62697
4,021,378 Shares
CANDIE'S, INC.
Common Stock
This Prospectus relates to an offering by certain selling stockholders
(collectively, the "Selling Stockholders") of an aggregate of up to 4,021,378
shares of Common Stock of Candie's, Inc. (the "Company"), of which up to
2,192,301 shares are issuable upon the exercise of warrants and options held by
certain of the Selling Stockholders (the "Selling Stockholder Options").
The Common Stock may be offered from time to time by the Selling
Stockholders through ordinary brokerage transactions in the over-the-counter
market, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices. The Company will not receive any of
the proceeds from the sale of Common Stock by the Selling Stockholders. See
"Selling Stockholders" and "Plan of Distribution."
If all of the Selling Stockholder Options are exercised, of which there can
be no assurance, the Company will receive gross proceeds of approximately
$6,100,000. Any proceeds received by the Company will used for working capital
and general corporate purposes. See "Use of Proceeds".
The Common Stock is traded on the NASDAQ National Market System, under the
symbol "CAND." On September 26, 1996, the last sale price of the Common Stock as
reported on the NASDAQ National Market System was $2.3125 per share.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT
BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 10, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational require-ments of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Securities and Exchange Commission located at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-KSB for the fiscal year ended January 31,
1996;
2. Form 10-KSB/A Amendment No. 1 to Form 10-KSB for the fiscal year ended
January 31, 1996;
3. Form 10-KSB/A, Amendment No. 2 to Form 10-KSB for the fiscal year
ended January 31, 1995;
4. Form 10-KSB/A, Amendment No. 3 to Form 10-KSB for the fiscal year
ended January 31, 1995;
5. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
April 30, 1994;
6. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
July 31, 1994;
7. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
October 31, 1994;
8. Form 10-QSB/A, Amendment No. 2 to Form 10-QSB for the quarter ended
April 30, 1994;
9. Form 10-QSB/A, Amendment No. 2 to Form 10-QSB for the quarter ended
July 31, 1994;
10. Form 10-QSB/A, Amendment No. 2 to Form 10-QSB for the quarter ended
October 31, 1994;
-2-
<PAGE>
11. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
April 30, 1995;
12. Form 10-QSB/A, Amendment No. 2 to Form 10-QSB for the quarter ended
April 30, 1995;
13. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
July 31, 1995;
14. Form 10-QSB/A, Amendment No. 2 to Form 10-QSB for the quarter ended
July 31, 1995;
15. Form 10-QSB/A, Amendment No. 3 to Form 10-QSB for the quarter ended
July 31, 1995;
16. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
October 31, 1995;
17. Form 10-QSB/A, Amendment No. 2 to Form 10-QSB for the quarter ended
October 31, 1995;
18. Form 10-QSB for the quarter ended April 30, 1996;
19. Form 10-QSB/A, Amendment No. 1 to Form 10-QSB for the quarter ended
April 30, 1996;
20. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A declared effective on January 19,
1990 and any amendments thereto.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
on the date of filing of such documents.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference, except for the
exhibits to such documents. Requests should be directed to Mr. Neil Cole,
Candie's Inc., 2975 Westchester Avenue, Purchase, New York 10577, telephone:
(914) 694-8600.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information and consolidated financial statements, including the notes
thereto, appearing elsewhere in or incorporated by reference into this
Prospectus.
-3-
<PAGE>
Each prospective investor is urged to read this Prospectus in its entirety.
The Company
The Company and its subsidiaries are engaged primarily in the design,
marketing and importation of a variety of moderately-priced women's and girls'
casual and fashion footwear under the CANDIE'S(R) trademark for distribution to
better department and specialty stores nationwide. The Company also arranges for
the manufacture of footwear products, similar to those produced under the
CANDIE'S trademark, for mass market and discount retailers, under one of the
Company's other trademarks or under the private label brand of the retailer, and
distributes a variety of men's workboots, hiking boots, winter boots and outdoor
casual shoes designed and marketed by the Company's wholly-owned subsidiary,
Bright Star Footwear, Inc. ("Bright Star") under private labels and a brand name
licensed by the Company from third parties specifically for use by Bright Star
(ASPEN(R)). The Company has entered into an agreement with the owner of the
BONGO(R) trademark to act as exclusive licensee to manufacture and market
footwear in North America under the BONGO(R) trademark for an initial period
expiring July 31, 1998, which may be extended by the Company under certain
circumstances, to July 31, 2001. The Company licenses the CANDIE'S trademark to
third parties for the sale of other products (children's footwear and women's
intimate apparel) pursuant to exclusive license agreements which require the
licensees to pay royalties, including minimum royalties, to the Company.
The Company was incorporated in the State of Delaware in 1978. The
Company's principal executive offices are located at 2975 Westchester Avenue,
Purchase, New York 10577 and its telephone number is (914) 694-8600.
-4-
<PAGE>
The Offering
Common Stock offered............... 4,021,378 shares to be offered by the
Selling Stockholders
Common Stock outstanding(1)........ 9,639,677 shares
Common Stock to be outstanding
after the offering(2).............. 11,831,978 shares
Proceeds........................... The Company will not receive any of the
proceeds from the sale of Common Stock
by the Selling Stockholders. The Company
will receive gross proceeds of
approximately $6,100,000 if all the
Selling Stockholder Options are
exercised, of which there can be no
assurance. Any proceeds received by the
Company will be used for working capital
and general corporate purposes. See "Use
of Proceeds."
Risk Factors....................... The securities offered hereby involve a
high degree of risk. See "Risk Factors."
NASDAQ National Market
System Symbol-Common Stock....... CAND
- ----------
(1) Based on shares outstanding on September 26, 1996, not including (i) 54,397
shares issuable upon exercise of outstanding Class A redeemable warrants;
(ii) 2,950,000 shares issuable upon exercise of the warrants issued in
connection with the Company's 1993 secondary public offering (the "Public
Warrants"); (iii) an aggregate of 653,646 shares issuable upon exercise of
the unit warrants issued to the underwriter of the Company's March 3, 1993
secondary public offering of its securities and its designees and the
warrants underlying such unit warrants ("Underwriter's Warrants"); (iv)
194,300 shares issuable upon exercise of outstanding stock options under
the Company's 1989 Stock Option Plan (the "Plan"); (v) 27,922 shares
reserved for issuance upon exercise of options available for future grant
under the Plan; and (vi) 4,030,877 shares issuable upon exercise of other
outstanding non-Plan options and warrants.
(2) Assumes exercise of all of the Selling Stockholder Options but no other
outstanding options or warrants.
-5-
<PAGE>
RISK FACTORS
The securities offered hereby involve a high degree of risk. Each
prospective investor should carefully consider the following risk factors before
making an investment decision.
1. History of Significant Losses; Working Capital Deficit; Accumulated
Deficit; Limited Relevant Operating History. Although the Company achieved net
income of $1,053,956 and $27,259, respectively, for its fiscal years ended
January 31, 1996 and 1995 and net income of $439,539 for the quarter ended July
31, 1996, the Company sustained an operating loss of $1,390,524 for its fiscal
year ended January 31, 1995 and sustained a net loss of $6,321,092 for its
fiscal year ended January 31, 1994. In addition, at July 31, 1996, the Company
had a working capital deficit of $111,510 and an accumulated deficit of
$4,449,492. Upon consummation of this offering, the Company may continue to have
a working capital deficit. In addition, the Company did not commence full
operations in connection with its CANDIE'S(R) footwear until it acquired the
CANDIE'S(R) trademark and the third-party licenses relating thereto in March
1993. Consequently, the Company has in effect had only a three-year operating
history upon which an evaluation of its prospects in connection with its
CANDIE'S(R) operations may be made and such prospects must be considered in
light of the risks, expenses and difficulties frequently encountered in
connection with the establishment of a new business or product and the
competitive environment in which the Company operates.
The Company anticipates that it will continue to incur substantial
operating expenses, including product development and promotional costs relating
to the CANDIE'S(R) trademark, costs relating to its private label sales, Bright
Star Division (in connection with the ASPEN(R) trademark license) and costs
related to its use of the BONGO license. These expenses could result in
operating losses for the foreseeable future, until such time, if ever, as the
Company is able to attain adequate sales levels. There can also be no assurance
that the Company will be able to successfully maintain profitable operations
over any extended period of time in the future.
2. Uncertainty of Market Acceptance. Prior to March 3, 1993, the Company's
activities with respect to the sale of footwear bearing the CANDIE'S(R)
trademark were primarily directed toward design, development and preliminary
marketing activities. Although the Company has instituted an extensive
advertising campaign and has been marketing and shipping its CANDIE'S(R)
footwear products for more than the past three years, achieving continued market
acceptance of the Company's existing products or market acceptance of any future
products which may be offered by the Company and therefore, the Company's
ability to
-6-
<PAGE>
maintain or increase market share is subject to a high degree of uncertainty.
Achieving market acceptance by new customers or continued market acceptance by
existing or past customers will require substantial additional marketing efforts
and the expenditure of significant funds to create a demand for such products.
Moreover, there can be no assurance that such additional efforts and
expenditures will result in either increased market acceptance of the Company's
products or increased sales by the Company. Inasmuch as the Company is
materially dependent on the sale of products bearing the CANDIE'S(R) trademark
for a significant portion of its revenues, the failure of the CANDIE'S(R)
trademark or products to achieve market acceptance would have a material adverse
effect on the Company.
3. Significant Capital Requirements; Possible Need for Additional
Financing. The capital requirements associated with the manufacture and sale of
the Company's products have been and will continue to be significant. The
Company has been substantially dependent on financing from the arrangement with
its factor and sales of its securities in order to finance its working capital
requirements. Although the Company had a working capital deficit of $111,510 at
July 31, 1996, it currently believes that it has sufficient cash and borrowing
capacity to fund its operations as presently conducted for at least the balance
of its current fiscal year. Nevertheless, the Company will require financing
should it seek to expand its business operations. Moreover, in the event that
projected cash flow proves to be insufficient to satisfy the Company's cash
requirements, the Company may be required to seek additional funds through
public or private equity or debt financing, which may result in dilution to the
then existing shareholders of the Company. Failure of the Company to obtain any
required additional financing on terms acceptable to it, or at all, could have a
material adverse effect upon the Company's business and could require it to
curtail its activities.
4. Effect of Recession on the Fashion Industry; Rapidly Changing Fashion
Trends. The fashion industry is cyclical, with purchases of apparel and related
goods tending to decline during recessionary periods when disposable income is
low. Although the Company believes that its moderately-priced products are more
appealing to consumers in a recessionary environment, there can be no assurance
that a poor general economic climate will not have a negative impact on the
Company's ability to compete for limited consumer resources. Moreover, the
Company believes that its future success depends in substantial part on its
ability to anticipate and respond to changing consumer demands and fashion
trends in a timely manner. The footwear and wearing apparel industries are
generally subject to constantly changing fashion trends. If the Company
misjudges the market for a particular product or product line, it may result in
an increased inventory of unsold and outdated finished goods,
-7-
<PAGE>
which may have an adverse effect on the Company's business. In addition, the
Company operates under substantial time constraints which require it to have
production orders in place at specified times in advance of its customers'
retail selling seasons. If the Company's suppliers fail to meet their delivery
date requirements pursuant to their purchase orders with the Company, the
Company will be unable to meet its delivery date requirements pursuant to its
purchase orders with its customers. This could result in the cancellation of
purchase orders both by the Company and its customers, reducing the sales of the
Company and having an adverse effect on revenues and earnings. There can be no
assurance that the Company will be able to adequately meet these demands, or
that it will not be required to expend substantial sums in order to adequately
respond to such demands.
5. Dependence upon Unaffiliated Manufacturers and Suppliers. The Company
does not own or operate any manufacturing facilities. All of the Company's
footwear products are manufactured to its specifications by the Company's
suppliers (either directly or through third party manufacturers on a subcontract
basis). Although the Company may from time to time enter into contracts with
certain of its suppliers, it does not intend to enter into contractual
relationships with all of them. Moreover, there can be no assurance that the
Company will be able to enter into contracts with any of its suppliers on terms
favorable to the Company, or at all. The Company has no manufacturing or supply
contracts with any of the manufacturers or suppliers of its footwear products
therefore, any or all of these companies could terminate their relationship with
the Company at any time. In addition, the manufacturers of the Company's
products have limited production capacity and may not, in all instances, have
the capability to satisfy the Company's manufacturing requirements. The Company
believes that alternative manufacturing sources could be located should the
manufacturing capacity required be in excess of that of its current
manufacturers. Nevertheless, there can be no assurance that, in the future, the
capacity of such manufacturers will be sufficient or that alternative
manufacturing sources will be available on a cost effective basis. Accordingly,
the Company's dependence upon third parties for the manufacture of its products
could have an adverse effect on the Company's ability to deliver its products on
a timely and competitive basis and could have an adverse effect on the Company's
operations.
In addition, most raw materials necessary for the manufacture of the
Company's footwear are purchased by the manufacturers from suppliers located in
the country of manufacture. The Company does not intend to maintain contractual
relationships with any of these suppliers. Although the Company believes that
the raw materials required will be available from various alternative sources,
there can be no assurance that any such materials will be available on a timely
or cost-effective basis.
-8-
<PAGE>
6. Risks Relating to Foreign Manufacturing. The Company is subject to
various risks associated with the manufacture of products in foreign countries,
including political and economic instability, shipping delays, restrictions on
transfer of funds, and customs duties, tariffs and import quotas, any of which
could adversely affect the Company's ability to obtain products on a timely and
competitive basis. In addition, the Company sells products on a "landed" basis
and, therefore, assumes all risk of loss, damage or destruction until such
products are delivered to and accepted by the customer.
Since most of the Company's suppliers are foreign, any weakening of the
United States dollar in relation to relevant foreign currencies, as has occurred
in recent years, could result in increased costs to the Company if suppliers
raise prices to compensate for the weakening of the dollar. In addition, all
products manufactured overseas are subject to United States tariffs, duties and
quotas. Other restrictions on the importation of footwear and apparel are
periodically considered by the United States Congress and no assurances can be
given that tariffs or duties on the Company's goods may not be raised, resulting
in higher costs to the Company, or that import quotas respecting such goods may
not be lowered. Deliveries of products from the Company's existing foreign
suppliers could be restricted or delayed by the imposition of lower quotas and
there can be no assurance that the Company would, in such event, be able to
obtain similar quality products, at equally favorable prices, from domestic
suppliers or from other foreign suppliers whose quotas have not been exceeded by
the supply of goods to existing customers.
7. Competition. The footwear and apparel industries are extremely
competitive in the United States and the Company faces intense and substantial
competition in each of its product lines. In general, competitive factors
include quality, price, style, name recognition and service. Although the
Company believes that it can compete favorably in these areas, there can be no
assurance thereof. In addition, the presence in the marketplace of various fads
and the limited availability of shelf space can affect competition. Many of the
Company's competitors have greater financial, distribution, marketing and other
resources than the Company and have achieved significant name recognition for
their brand names, such as Esprit(R), Bass(R) and Eastland(R). There can be no
assurance that the Company will be able to compete successfully.
8. Trademark Ownership and Use. The Company owns federal trademark
registrations for CANDIE'S(R), among others, and believes that the CANDIE'S(R)
qrademark, has significant value and is important to the marketing of the
Company's products and those of its licensees. There can be no assurance that
the Company's CANDIE'S(R) or trademarks other do not or will not violate the
proprietary rights of others, that they would be upheld if
-9-
<PAGE>
challenged or that the Company would not, in such an event, be prevented from
using the trademarks, any of which events could have an adverse effect on the
Company. In addition, there can be no assurance that the Company will have the
financial resources necessary to enforce or defend its trademarks.
The Company also sells footwear under the BONGO(R) and ASPEN(R) trademarks,
which the Company licenses from third parties. The BONGO(R) license expires on
July 31, 1998, subject to the Company's right to extend the license through July
31, 2001, and grants the Company the exclusive right to market and distribute
footwear under the BONGO(R) trademark in North America. The BONGO(R) license
requires the Company to pay royalties based on a percentage of the sales
exceeding certain minimum royalty payments. The ASPEN(R) license expires on
September 30, 1998. The inability of the Company to utilize the BONGO(R) or
ASPEN(R) trademarks could have a material adverse effect on its business.
9. Dependence upon Key Personnel. The success of the Company is largely
dependent upon the efforts of Neil Cole, its President, Chief Executive Officer
and Chairman. Although the Company has entered into an employment agreement with
Mr. Cole, expiring on February 23, 1997, which requires him to commit a majority
of his business time to the affairs of the Company, the loss of his services
would have a material adverse effect on the Company's business and prospects.
The Company has purchased "key man" life insurance on the life of Mr. Cole in
the amount of $2,000,000. The success of the Company is also dependent upon its
ability to hire and retain additional qualified sales and marketing personnel in
connection with the Company's design, marketing and distribution of its
products. There can be no assurance that the Company will be able to hire or
retain such necessary personnel.
10. No Dividends. The Company has not paid any cash dividends on its Common
Stock to date, and does not expect to declare or pay any dividends in the
foreseeable future.
11. Authorization and Discretionary Issuance of Preferred Stock. The
Company's Certificate of Incorporation authorizes the issuance of "blank check"
preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without shareholder approval, to issue additional
shares of preferred stock with dividend, liquidation, conversion, voting or
other rights which could adversely affect the voting power or other rights of
the holders of the Company's Common Stock. In the event of issuance, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in
-10-
<PAGE>
control of the Company, which could have the effect of discouraging bids for the
Company and thereby, prevent shareholders from receiving the maximum value for
their shares. There can be no assurance that additional preferred stock of the
Company will not be issued at some time in the future.
12. Possible Delisting of Securities from NASDAQ System; Risk of Low-Priced
Stocks. The Company's Common Stock is currently listed on the NASDAQ National
Market System. It is necessary for continuing inclusion of its Common Stock on
the NASDAQ National Market System that the Company will continue to meet
NASDAQ's maintenance requirements. In the event that the Common Stock is no
longer eligible for listing on the NASDAQ National Market System but is eligible
for listing on the NASDAQ Small-Cap Market, the Common Stock would be subject to
the maintenance requirements associated with listing on the NASDAQ Small-Cap
Market. In order to continue to be included on the NASDAQ National Market
System, a company must have 200,000 shares publicly held, a market value of the
publicly held shares of at least $1,000,000, net tangible assets of at least
$1,000,000 ($2,000,000 if the Company has sustained losses from continuing
operations and/or net losses in two of its three most recent fiscal years and
$4,000,000 if it has sustained losses in three of its four most recent fiscal
years), have 400 shareholders or 300 shareholders of round lots and a minimum
bid price of $1.00 per share.
In order to continue to be included on the NASDAQ Small-Cap Market, a
company must maintain $2,000,000 in total assets, a $200,000 market value of the
public float and $1,000,000 in total capital and surplus. In addition, continued
inclusion requires two market makers and a minimum bid price of $1.00 per share;
provided, however, that if a company falls below such minimum bid price, it will
remain eligible for continued inclusion in NASDAQ if the market value of the
public float is at least $1,000,000 and the Company has $2,000,000 in capital
and surplus. Failure to meet these maintenance criteria in the future could
result in the delisting of the Company's securities from NASDAQ and trading, if
any, in the Company's securities would thereafter be conducted in the non-NASDAQ
over-the-counter market. As a result, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities. In addition, if the Common Stock were delisted from
trading on NASDAQ and the trading price of the Common Stock was less than $5.00
per share, trading in the Common Stock would also be subject to certain rules
promulgated under the Securities Exchange Act of 1934, which require additional
disclosure by broker-dealers in connection with any trades involving a stock
defined as a penny stock (generally, any non-NASDAQ equity security that has a
market price of less than $5.00 per share, subject to certain exceptions). Such
rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the
-11-
<PAGE>
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stock to persons other than established customers
and accredited investors (generally institutions). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transactions prior to sale. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting transactions
in the Common Stock, which could severely limit the market liquidity of the
Common Stock and the ability of purchasers in this offering to sell the
Conversion Shares in the secondary market. Moreover, the Common Stock could be
delisted from the NASDAQ National Market System and not be included in the
NASDAQ Small-Cap Market, immediately subjecting the Common Stock to the risks of
the non-NASDAQ over-the-counter market and penny stock rules described above.
13. Possible Volatility of Stock Market and Stock Price; Shares Eligible
for Future Sale. In recent years, the stock market has experienced extreme price
and volume fluctuations and market prices for securities of many companies have
experienced wide fluctuation, not necessarily related to the operating
performance of such companies. There can be no assurance that the market price
of the Company's Common Stock will not be volatile. Furthermore, there are a
significant number of shares of Common Stock which are currently eligible for
sale under Rule 144 of the Securities Act of 1933 or pursuant to prospectus and
4,021,378 shares of Common Stock beneficially owned by the Selling Stockholders,
which shares are being offered for sale pursuant to this Prospectus. No
prediction can be made as to the effect, if any, that sales of shares of Common
Stock or the availability of such shares for sale will have on the market prices
prevailing from time to time. Nevertheless, the possibility that substantial
amounts of Common Stock may be sold in the public market may adversely affect
prevailing market prices for the Common Stock and could impair the Company's
ability to raise capital through the sale of its equity securities.
-12-
<PAGE>
RECENT DEVELOPMENTS
In December 1995 the United States District Court for the Southern District
of New York approved the settlement of an action instituted in July 1992 against
the Company and its former directors by the Food and Allied Service Trades
Department, AFL-CIO, and on behalf of the class of all other similarly situated
stockholders. Pursuant to settlement the Company made a $100,000 cash payment to
the plaintiffs and is required to issue to the plaintiffs that number of shares
of its Common stock (up to a maximum of 600,000 shares) which would allow the
plaintiffs to realize an additional $550,000 upon their sale over a two-year
period. If the plaintiffs do not realize $550,000 from the sale of such shares,
the Company will be required to pay to the plaintiffs the amount of the
shortfall.
In February 1996 the Company settled an administrative proceeding brought
against it by the Securities and Exchange Commission (the "Commission") with
respect to alleged violations of Section 5 of the Securities Act of 1933 in
connection with the Company's 1993 Regulation S offering (the "Offering") of
shares of Common Stock in the aggregate amount of $2,000,000. In the proceeding,
the Commission found that the sales of Common Stock in the Offering did not
qualify for an exemption from the registration requirements of Section 5 of the
Securities Act of 1933. In accepting the settlement with the Commission, the
Company neither admitted nor denied the Commission's allegations and findings,
and it consented to the entry of an order in which it agreed to permanently
cease and desist from committing or causing any violation, and any future
violation, of Section 5 of the Securities Act of 1933.
In April 1996 the Company entered into an agreement with Redwood Shoe
Corp., a trade creditor (the "Creditor") pursuant to which it issued to the
Creditor 1,050,000 shares of its common stock, an option to purchase 75,000
shares of common stock at $1.75 per share and agreed to make a $50,000 payment
in lieu of payment by the Company of indebtedness in the principal amount of
approximately $1,680,000 and accrued interest, if any, through March 1, 1996. No
interest was accrued or payable to the Creditor through March 1, 1996. The
Company has registered the 1,050,000 shares and the 75,000 shares issuable upon
exercise of the option for resale by the Creditor. The Company also agreed to
appoint a partner of the Creditor to the Board of Directors of the Company and
to use its best efforts to continue the nominee as a director of the Company for
a three year period expiring in April 1999. Mr. Mark Tucker, a partner of the
Creditor, was appointed to the Company's Board of Directors in May 1996. During
the fiscal years ended January 31, 1996 and 1995, the Company purchase
approximately 90% and 50%, respectively, of its total goods purchased through
the
-13-
<PAGE>
Creditor. At July 31, 1996, the Company had approximately $4,900,000 of open
purchase orders with the Creditor.
In June 1996 the Company sold its entire interest in the joint venture
with Urethane Technologies, Inc. ("UTI") to UTI in exchange for 175,000 shares
of unregistered UTI common stock.
USE OF PROCEEDS
The Company will pay all of the costs associated with this offering. The
Company will not receive any proceeds from the sale of Common Stock offered by
the Selling Stockholders.
The Company will receive gross proceeds of approximately $6,100,000 if all
of the Selling Stockholder Options are exercised, of which there can be no
assurance. The Company intends to use the proceeds, if any, from exercises, if
any, of the Selling Stockholder Options for working capital and general
corporate purposes.
SELLING STOCKHOLDERS
The following table sets forth information concerning the beneficial
ownership of Common Stock by the Selling Stockholders as of the date of this
Prospectus and the number of shares included for sale in this Prospectus. Such
information was furnished to the Company by the Selling Stockholders.
<TABLE>
<CAPTION>
Shares Owned Shares to be Shares to be Percentage
Prior to the Sold in the Owned After Owned After
Name Offering Offering the Offering The Offering
---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Anil and Sudha Agarwal 89,543 86,956 2,587 *
Vijay Agarwal 21,739 21,739 0 0
Nicolas Anari 7,564 7,564 0 0
Mendel Balk 27,000 17,000(1) 10,000 *
Nicholas J. Brown 92,129 86,956 5,173 *
Cynthia Buckwalter 1,103 1,103 0 0
Michael Callahan 113,889 113,889(1) 0 0
Chapul Limited 32,609 32,609 0 0
Tony Chiarello 2,500 2,500(1) 0 0
Michelle Colabatistto 1,500 1,500(1) 0 0
John Daniel 24,783 24,783 0 0
Eugene Duffy 7,500 7,500(1) 0 0
Barry Emanuel 25,000 25,000 0 0
Equity Securities,
Inc. 4,752 4,752 0 0
Estate of Howard Harlow 37,123 37,123 0 0
Fieldcrest Cannon, Inc. 200,000 200,000 0 0
Ernesto Figueroa 2,500 2,500(1) 0 0
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Shares to be Shares to be Percentage
Prior to the Sold in the Owned After Owned After
Name Offering Offering the Offering The Offering
---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Ernesto Figueroa 2,500 2,500(1) 0 0
Troy Ford 2,500 2,500(1) 0 0
Greg Goff 55,000 45,000(1) 10,000 *
Richard Gothelf 100,000 100,000(1) 0 0
Gary L. Griffis 24,326 21,739 2,587 *
C. John Guenzel 21,739 21,739 0 0
Peter Hauser 11,088 11,088 0 0
Invest L'Inc. 33,386 33,386 0 0
Investplus, Inc. 21,739 21,739 0 0
Mary Jochim 48,651 43,478 5,173 *
Morton J. Kaplan Trust,
Morton J. Kaplan, Trustee 48,651 43,478 5,173 *
Michael J. Keady 24,326 21,739 2,587 *
Kerry Kesar 1,500 1,500(1) 0 0
Willis G. Kettelhut and
Marilyn Kettelhut, Ten Com 24,326 21,739 2,587 *
Kirkpatrick, Pettis, Smith,
Polian Inc., Cust.
Rod Cerny IRA 21,739 21,739 0 0
Kirkpatrick, Pettis, Smith,
Polian Inc. Cust. for
Karen C. Chubick IRA 2,000 2,000 0 0
Kirpet Co.(2) 129,594 129,594 0 0
Gary Klein 50,000 17,000(1) 33,000 *
Alan Lichtenstein 2,500 2,500(1) 0 0
Linden Group Profit Sharing Plan 37,037 37,037 0 0
Stephen and Laura Lococo 17,564 17,564 0 0
Sally O. Lundell 24,326 21,739 2,587 *
Man & Co. FBO Peter Hauser, IRA 88,000 88,000 0 0
Man & Co. FBO John Steinbergs, IRA 49,235 44,000 5,235 *
Steven and Donna Manstedt 21,739 21,739 0 0
JTWROS
Angel Martinez 1,000 1,000(1) 0 0
Kathy Mathan 1,000 1,000(1) 0 0
Lynn Miller 300,000 300,000(1) 0 0
One World Capital
Partners Limited 100,000 100,000 0 0
Lawrence O'Shaughnessy 355,000 311,700(1) 43,300 *
Tami Otis 1,000 1,000(1) 0 0
Ronald Owens 45,000 45,000(1) 0 0
Ronald Parsons 27,500 17,500(1) 10,000 *
Chanel Penelton 1,500 1,500(1) 0 0
Piper Trust Co., Trustee, PHSK
Money Purchase Pension &
401K Profit Sharing Plans
and Trust Roger Schronbrich
Self Directed Account 27,173 22,000 5,173 *
Private Equity Partnership 14,399 14,399 0 0
Madeline Quail 1,500 1,500(1) 0 0
Research Works, Inc. 75,000 75,000 0 0
Raymond D. Rossini 24,618 22,000 2,618 *
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Shares to be Shares to be Percentage
Prior to the Sold in the Owned After Owned After
Name Offering Offering the Offering The Offering
---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Shun-Yi Hsu 450,000 450,000 0 0
Ronald Schardt 24,326 21,739 2,587 *
Steven Schwab 7,500 7,500(1) 0 0
Harley and Marion Shoemaker 21,739 21,739 0 0
Robert Sloop 44,000 34,000(1) 10,000 *
Elliot J. Smith 93,041 93,041 0 0
Starter Corporation 100,000 100,000 0 0
Sterling Trust, Trustee for
Delmar R. Joyce IRA 48,651 43,478 5,173 *
John A. Sturgeon 24,326 21,739 2,587 *
Tenzer Greenblatt LLP 55,000 55,000 0 0
E.M. Thompson Revocable
Trust, E.M. Thompson, Trustee 21,739 21,739 0 0
Doy Unzicker and
Sheila Unzicker, JTWROS 24,326 21,739 2,587 *
Arthur Wagner 16,500 11,500(1) 5,000 *
Larry Wagner 65,000 65,000(1) 0 0
William G. Walters 93,041 93,041 0 0
John W. Weekly 24,326 21,739 2,587 *
Adam Weith 1,000 1,000(1) 0 0
Wayne Weyrauch 88,000 88,000 0 0
Whale Securities Co., L.P. 418,021 418,021(3) 0 0
Michael White 55,000 45,000(1) 10,000 *
James Whitten 3,753 3,753 0 0
Irving Zambrano 2,000 2,000(1) 0 0
Alfredo Zelaya 1,500 1,500(1) 0 0
</TABLE>
- ----------
* Less than one percent.
(1) The holder is an employee of the Company and the shares of Common Stock
being offered hereunder by such holder are issuable upon exercise of
non-Plan options granted to such holder by the Company, except in the case
of Lawrence O'Shaughnessy, Executive Vice President and Chief Operating
Officer of the Company. The total number of shares being offered by Mr.
O'Shaughnessy includes 60,000 shares originally issued to a supplier of the
Company, of which Mr. O'Shaughnessy is the sole stockholder.
(2) Kirpet Co. is the street name for Kirkpatrick, Pettis, Smith, Polian Inc.
("KPSP").
(3) Does not include shares held in the trading account of Whale Securities
Co., L.P. ("Whale"). All of the warrants to purchase such shares are held
in Whale's name for the account of its equity owners and/or certain of its
employees. Whale was the underwriter of the Company's
-16-
<PAGE>
initial public offering and its secondary public offering completed in
March 1993 and in consideration therefor was paid certain underwriting
commissions and a nonaccountable expense allowance and was issued the
Underwriter's Warrants.
Of the shares of Common Stock offered for sale by the Selling Stockholders,
(1) 37,037 shares were issued to an investor pursuant to a private offering by
the Company consummated in May 1994; (2) 894,431 shares of Common Stock were
issued to investors in November 1994 upon the conversion of shares of Series A
Convertible Preferred Stock of the Company acquired by such investors pursuant
to a private offering by the Company consummated in October 1994; (3) 55,000
shares were issued in payment of certain legal services rendered to the Company
in 1994; (4) 337,566 shares are issuable upon the exercise of warrants which
were issued to KPSP and its designees in connection with the KPSP acting as
placement agent for private offerings of securities by the Company that were
consummated in October 1994 and 32,609 shares have been issued upon exercise of
such warrants; (5) 653,646 shares are issuable upon the exercise of warrants
(the "Underwriter's Warrants") issued to Whale and its designees in connection
with Whale acting as underwriter of the Company's 1993 secondary public offering
of securities and the warrants underlying such warrants; (6) 1,126,089 shares
are issuable upon exercise of non-Plan options granted to employees, officers, a
director and a former officer of the Company as incentives for continuing
employment or for providing other services to the Company, and in the case of
the Company's President, as consideration for guaranties of indebtedness of the
Company issued by him; (7) 810,000 shares were issued in connection with the
settlement of certain claims and litigation asserted against the Company and (8)
warrants to purchase 75,000 shares which were issued to a consultant to the
Company. The exercise price of warrants and options referred to above range from
$1.00 to $5.00 per share and have expiration dates ranging from February 3, 1998
to December 31, 1999.
Except as set forth below and in the footnotes to the above table, none of
the Selling Stockholders has held any offices or maintained any material
relationships with the Company or any of its predecessors during the past three
years, other than providing services to the Company in the ordinary course of
the Company's business. Lawrence O'Shaughnessy is Chief Operating Officer,
Executive Vice President and a director of the Company. Gary Klein is Vice
President of Finance of the Company. Barry Emanuel is a director of the Company.
Whale was the Company's underwriter for the Company's 1989 and 1993 public
offerings of securities. William G. Walters, Nicholas Anari, Cynthia Buckwalter
and James Whitten are, and Messrs. Smith and Harlow were, officers or employees
of Whale. Tenzer Greenblatt LLP has acted as counsel to the Company with respect
to certain
-17-
<PAGE>
matters. KPSP acted as placement agent with respect to certain sales of the
Company's securities during 1994. Mr. John Daniel is a former employee of KPSP.
Ms. Mary Jochim and Mr. Stephen Lococo are employees of KPSP and Messrs. John
Sturgeon and John Weekly are members of the Board of Directors of KPSP.
PLAN OF DISTRIBUTION
The Common Stock may be offered and sold from time to time by the Selling
Stockholders as market conditions permit in the over-the-counter market, or
otherwise, at prices and terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. The shares offered
hereby may be sold by one or more of the following methods, without limitation:
(a) a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (d) face-to-face transactions between sellers
and purchasers without a broker-dealer. In effecting sales, brokers or dealers
engaged by the Selling Stockholder may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts from
the Selling Stockholders in amounts to be negotiated immediately prior to the
sale. Such brokers and dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933 (the "Act"), in connection with such sales.
Upon being notified by a Selling Stockholder that any material arrangement
has been entered into with a broker-dealer for the purchase by a broker or
dealer of shares of Common Stock being offered hereby by the Selling
Stockholder, the Company will file a supplemental prospectus under the
Securities Act of 1933, disclosing (i) the name of such Selling Stockholder and
of the participating broker-dealer(s); (ii) the number of shares involved; (iii)
the price at which such shares were sold; and (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable.
INDEMNIFICATION
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities
-18-
<PAGE>
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its shareholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its shareholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its shareholders to obtain injunction relief, specific
performance or other equitable relief against directors.
Article Nine of the Company's Certificate of Incorporation and the
Company's By-laws provide that all persons who the Company is empowered to
indemnify pursuant to the provisions of Section 145 of the General Corporation
Law of the State of Delaware (or any similar provision or provisions of
applicable law at the time in effect), shall be indemnified by the Company to
the full extent permitted thereby. The forgoing right of indemnification shall
not be deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise.
Article Ten of the Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
shareholders for any monetary damages for breaches of fiduciary duty of loyalty
to the Company or its shareholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the General Corporation Law of the State of Delaware; or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Company's employments agreement with Neil Cole and Lawrence
O'Shaughnessy provide that the Company shall indemnify them for the consequences
of all acts and decisions made by them while performing services for the
Company. These agreements also require the Company to use its best efforts to
obtain directors' and officers' liability insurance for such persons.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and
-19-
<PAGE>
controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for the
Company by Tenzer Greenblatt LLP, New York, New York, which has acted as special
securities counsel for the Company. Such firm is the beneficial owner of 55,000
shares of Common Stock. Tenzer Greenblatt LLP acts as counsel for the Company in
connection with certain legal matters unrelated to this offering.
EXPERTS
The consolidated financial statements of Candie's, Inc. and subsidiaries
appearing in the Company's Annual Reports (Form 10-KSB) for the fiscal years
ended January 31, 1996 and 1995, have been audited by Ernst & Young LLP
independent auditors, as set forth in their reports thereon (which report for
the 1995 Form 10-KSB contains an explanatory paragraph with respect to the
Company's ability to continue as a going concern mentioned in Note 2 to the
consolidated financial statements for such Form 10-KSB)incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act with respect to
the securities offered by this Prospectus. This prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of the Registration Statement having been
omitted pursuant to the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance reference is made to
the copy of such contract filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. Copies of
the Registration Statement may be inspected without charge at the principal
office of the Commission in Washington, D.C., and copies of all or any part
thereof may be obtained from the Commission at prescribed rates.
-20-
<PAGE>
================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company, any Underwriter or any
Selling Stockholder. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy and security other than the Securities offered
by this Prospectus, or an offer to sell or a solicitation of an offer to buy any
security by any person in any jurisdiction in which such offer or solicitation
would be unlawful. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, imply that the information in this
Prospectus is correct as of any time subsequent to the date of this Prospectus.
-----------------
TABLE OF CONTENTS
Page
----
Available Information................................................ 2
Information Incorporated by Reference................................ 2
Prospectus Summary................................................... 4
Risk Factors......................................................... 6
Recent Development................................................... 13
Use of Proceeds...................................................... 14
Selling Stockholders................................................. 14
Plan of Distribution................................................. 18
Indemnification...................................................... 18
Legal Matters........................................................ 20
Experts.............................................................. 20
Additional Information............................................... 20
================================================================================
================================================================================
4,021,378 Shares of
Common Stock
-----------------
CANDIE'S, INC.
-----------------
PROSPECTUS
-----------------
October 10, 1996
================================================================================
