SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Amendment No. 2)
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the fiscal year ended
January 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 Number 0-10593
CANDIE'S, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 11-2481903
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Columbus Avenue, Valhalla, New York 10595-1335
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 769-8600
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on which Registered
None Not Applicable
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
Preferred Share Purchase Rights
(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 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. [_]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of the close of business on May 12, 2000 was approximately
$23,489,000.
As of May 12, 2000, 17,896,393 shares of Common Stock, par value $.001 per
share were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedule. See
accompanying Financial Statements and Financial Statement Schedule
filed herewith submitted as separate section of this report - See F-1.
(b) Reports on Form 8-K None.
(c) See the attached Index to Exhibits
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
CANDIE'S, INC.
By: /s/ Neil Cole
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Neil Cole
Chief Executive Officer
Dated: October 31, 2000
<PAGE>
Index to Exhibits
Exhibit
Numbers Description
2.1 Agreement and Plan of Merger between the Company and New Retail
Concepts, Inc.(8)
2.2 Stock Purchase Agreement dated September 24, 1998 by and among the
Company, Licensing Acquisition Corp., Michael Caruso & Co., Inc.
("Caruso") and the stockholders of Caruso (11)
3.1 Certificate of Incorporation, as amended through October 1994 (1)(3)
3.2 Amendment to Certificate of Incorporation filed November 1994 (2)
3.3 Amendments to Certificate of Incorporation filed in August 1998 and
February 2000 (16)
3.4 Restated and Amended By-Laws (16)
10.1 Trademark Purchase Agreement between the Company and New Retail
Concepts, Inc. (3)
10.2 1989 Stock Option Plan of the Company (1)
10.3 1997 Stock Option Plan of the Company (7)
10.4 Employment Agreement between Neil Cole and the Company (4)
10.5 Amendment to Employment Agreement between Neil Cole and the Company
(6)
10.6 Lease with respect to the Company's executive offices (2)
10.7 Agreement dated as of April 3, 1996 between the Company and Redwood
Shoe Corp. (5)
10.8 Amendment dated as of September 30, 1996 to agreement dated as of
April 3, 1996 between the Company and Redwood Shoe Corp. (6)
10.9 Employment Agreement between Lawrence O' Shaughnessy and the Company.
(5)
10.10 Amendment to Employment Agreement between Lawrence O'Shaughnessy and
the Company. (6)
10.11 Employment Agreement between David Golden and the Company. (8)
10.12 Employment Agreement between Deborah Sorell Stehr and the Company (13)
10.13 Employment Agreement between Frank Marcinowski and the Company (13)
10.14 Limited Liability Company Operating Agreement of Unzipped Apparel LLC
(12)
10.15 Escrow Agreement by and among the Company, the stockholders of Caruso
and Tenzer Greenblatt LLP(11)
10.16 Registration Rights Agreement between the Company and the stockholders
of Caruso (11)
10.17 Amendment to Lease Agreement with respect to the Company's executive
offices. (13)
<PAGE>
10.18 Amendment dated January 27, 2000 to Employment Agreement between Neil
Cole and the Company (16)
10.19 Amendment dated January 27, 2000 to Employment Agreement between
Deborah Sorell Stehr and the Company (16)
10.20 Employment Agreement between John M. Needham and the Company (16)
10.21 Rights Agreement dated January 26, 2000 between the Company and
Continental Stock Transfer and Trust Company (15)
10.22 Factoring Agreement between Rosenthal & Rosenthal, Inc. and the
Company (14)
10.23 Inventory Security Agreement between Rosenthal & Rosenthal, Inc. and
the Company (14)
10.24 Factoring Agreement between Rosenthal & Rosenthal, Inc. and Bright
Star Footwear, Inc. (14)
10.25 Inventory Security Agreement between Rosenthal & Rosenthal, Inc. and
Bright Star Footwear, Inc. (14)
21 Subsidiaries of the Company (16)
23.1 Consent of BDO Seidman, LLP with respect to the financial statements
of the Company (16)
23.2 Consent of BDO Seidman, LLP with respect to the financial statements
of the Company and of Unzipped Apparel LLC (17)
27 Financial Data Schedules. (for SEC use only)(16)
99 Financial Statements of Unzipped Apparel LLC (17)
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(1) Filed with the Company's Registration Statement on Form S-18 (File No.
33-32277-NY) and incorporated by reference herein.
(2) Filed with the Company's Annual Report on Form 10-KSB for the year
ended January 31, 1995, and incorporated by reference herein.
(3) Filed with the Company's Registration Statement on Form S-1 (File No.
33-53878) and incorporated by reference herein.
(4) Filed with the Company's Annual Report on Form 10-K for the year ended
January 31, 1994 and incorporated by reference herein.
(5) Filed with the Company's Annual Report on Form 10-KSB for the year
ended January 31, 1996, and incorporated by reference herein.
(6) Filed with the Company's Annual Report on Form 10-KSB for the year
ended January 31, 1997, and incorporated by reference herein.
(7) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1997, and incorporated by reference herein.
(8) Filed with the Company's Annual Report on form 10-K for the year ended
January 31, 1998 and incorporated by reference herein.
(9) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1998 and incorporated by reference herein.
<PAGE>
(10) Filed with the Company's Joint proxy Statement/Prospectus dated July
2, 1998 constituting a part of the Company's Registration Statement on
Form S-4 (File No. 333-52779) and incorporated by reference herein.
(11) Filed with the Company's Current Report on Form 8-K dated September
24, 1998 and incorporated by reference herein.
(12) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1998 and incorporated by reference herein.
(13) Filed with the Company's Annual Report on Form 10-K for the year ended
January 31, 1999 and incorporated by reference herein.
(14) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1999 and incorporated by reference herein.
(15) Filed with the Company's Current Report on Form 8-K dated January 26,
2000 and incorporated by reference herein.
(16) Filed with the Company's Annual Report on Form 10-K for the year ended
January 31, 2000, as initially filed, and incorporated by reference
herein.
(17) Filed herewith.
