SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CANDIE'S, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
137409 10 8
(CUSIP Number)
Peter Schnur, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5435
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
August 18, 1998; September 11, 1998; October 14, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
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CUSIP No. 137409 10 8 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NEIL COLE
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 3,289,042 (includes 2,566,958 shares issuable upon
exercise of options)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
72,978
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,289,042 (includes 2,566,958 shares issuable upon
exercise of options)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
72,978
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,362,020 (includes 2,566,958 shares issuable upon exercise of options)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.99%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
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This Amendment No. 1 amends and supplements the Schedule 13D (the "Schedule
13D"), heretofore filed by Neil Cole (the "Reporting Person") with the
Securities and Exchange Commission with respect to the common stock, $.001 par
value, ("Candie's Common Stock") of Candie's, Inc., a Delaware corporation (the
"Company"). Except as amended hereby, there has been no change in the
information contained in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
See description set forth in Item 5 below.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to the Company's Quarterly Report on Form 10-Q for the period
ending October 31, 1998, there were 17,212,384 shares of Candie's Common
Stock outstanding on December 14, 1998.
As of the date of this Amendment No. 1 the Reporting Person beneficially
owned 3,362,020 shares of Candie's Common Stock, representing 16.99%
(calculated in accordance with the instructions to Schedule 13D) of the
issued and outstanding shares of Candie's Common Stock. Said securities
consist of (i) 722,084 shares owned directly by the Reporting Person; (ii)
72,978 shares owned of record by the Sweet Foundation, a charitable
organization in which the Reporting Person and his wife are co-trustees;
and (iii) 2,566,958 shares of Candie's Common Stock issuable upon exercise
of options that are exercisable within 60 days from the date hereof. With
respect to the shares described in clause (ii), the Reporting Person may be
deemed to be a beneficial owner of such shares by virtue of his having the
right to invest and vote such shares in his capacity as trustee.
Except for the 72,978 shares owned of record by the Sweet Foundation,
referred in this Item 5(a)-(b), the Reporting Person has the sole power to
vote and dispose of all the shares of Candie's Common Stock to which this
statement relates.
(c) In connection with the August 18, 1998 merger ("Merger") of New Retail
Concepts, Inc. ("NRC") into the Company, the holders of the common stock,
$.01 par value (the "NRC Common Stock"), of NRC became entitled to receive
0.405 shares of Candie's Common Stock, for each share of NRC Common Stock
owned immediately prior to the Merger and the holders of options to
purchase shares of NRC Common Stock became entitled to receive options to
purchase 0.405 shares of Candie's Common Stock for each option to purchase
Page 3 of 5 Pages
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one (1) share of NRC Common Stock owned immediately prior to the Merger. In
addition, all shares of Candie's Common Stock and options to purchase
shares of the Candie's Common Stock owned by NRC immediately prior to the
Merger were cancelled. As a result of the Merger, the shares of NRC Common
Stock and options to purchase NRC Common Stock owned by the Reporting
Person were converted into 692,434 shares of Candie's Common Stock and
options to acquire an additional 446,125 shares of Candie's Common Stock.
As a result of the foregoing, immediately after the Merger the Reporting
Person owned 732,084 shares of Candie's Common Stock directly and options
to purchase 1,430,000 shares of Candie's Common Stock.
Since the date of the Merger the Company has issued to the Reporting Person
the following options under the Company's 1997 Stock Option Plan and
unexercised options to purchase 200,000 shares of Candie's Common Stock
previously owned by the Reporting Person expired:
Date of Grant No. of Options Exercise Price Expiration Date
9/11/98 400,000 $5.00 9/11/08
10/14/98 650,000 $3.875 10/14/08
12/11/98 10,000 $3.50 12/11/08
Other than as set forth above, since the original Schedule 13-D, the
Reporting Person has not acquired or disposed of any shares of Candie's
Common Stock.
(d) The Reporting Person affirms that no person other than the Reporting
Person has the right to receive, or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Candie's Common Stock
owned by the Reporting Person, other than the Reporting Person's wife, as
co-trustee of the Sweet Foundation, with respect to any dividends or sale
proceeds issued to such charitable organization as a result of its
ownership of 72,978 shares of Candie's Common Stock, which are to be
deposited in the corpus of such trust.
(e) It is inapplicable for the purposes herein to state the date on which
the Reporting Person ceased to be the owner of more than five percent of
the Candie's Common Stock.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: March 22, 1999
/s/ Neil Cole
---------------------------
NEIL COLE
Page 5 of 5 Pages
