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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 8, 1999
LITTLE SWITZERLAND, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-19369 66-0476514
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
161-B Crown Bay Cruise Ship Port, St. Thomas, U.S.V.I. 00802
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (340) 776-2010
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Item 5 - Other Events
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Little Switzerland, Inc. (the "Company") issued press releases on November
8, 1999 and November 11, 1999 announcing a proposal for an one-for-five reverse
stock split of the Company's common stock, which will be voted on by the
Company's shareholders at the annual meeting of stockholders scheduled for
December 21, 1999 (the "Annual Meeting"), and announcing that the Nasdaq Stock
Market, Inc. approved the transfer of the Company's common stock to the Nasdaq
SmallCap Market under the symbol of "LSVIC," subject to certain conditions and
effective as of the open of business on November 12, 1999, respectively. The
Company also issued a press release on November 12, 1999 announcing that the
Company had been notified of the renewal of certain tax benefits for its
wholly-owned subsidiary, L.S. Wholesale, Inc., and that the Company's store on
the island of Antigua had been sold. Finally, the Company issued a press release
on November 17, 1999 announcing that the Company's Board of Directors nominated
Kenneth W. Watson and Peter R. McMullin for election as Class II Directors at
the Annual Meeting. In addition, the Board of Directors expanded the Board from
six to eight members and appointed Seymour Holtzman as a Class III Director for
a term expiring at the Company's annual meeting in 2000 and Richard Siegel as a
Class I Director for a term expiring at the Company's annual meeting in 2001.
Copies of each of the Company's press releases described above are attached
hereto and incorporated herein in their entirety.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit 99.1 - Press Release of the Company, dated November 8, 1999.
Exhibit 99.2 - Press Release of the Company, dated November 11, 1999.
Exhibit 99.3 - Press Release of the Company, dated November 12, 1999.
Exhibit 99.4 - Press Release of the Company, dated November 17, 1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LITTLE SWITZERLAND, INC.
Date: November 18, 1999 By:/s/ Robert L. Baumbardner
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Robert L. Baumgardner
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
Exhibit 99.1 - Press Release of Little Switzerland, Inc., dated November 8, 1999.
Exhibit 99.2 - Press Release of Little Switzerland, Inc., dated November 11, 1999.
Exhibit 99.3 - Press Release of Little Switzerland, Inc., dated November 12, 1999.
Exhibit 99.4 - Press Release of Little Switzerland, Inc., dated November 17, 1999.
</TABLE>
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EXHIBIT 99.1
PRESS RELEASE
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CONTACTS:
Robert L. Baumgardner Mary Ellen Goodall
Little Switzerland, Inc. Walter Denby
340/776-2010 D.F. King & Co., Inc.
212/269-5550
FOR IMMEDIATE RELEASE
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LITTLE SWITZERLAND ANNOUNCES PROPOSAL FOR
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ONE-FOR-FIVE REVERSE STOCK SPLIT
--------------------------------
ST. THOMAS, U.S. VIRGIN ISLANDS, November 8, 1999 . . . Little Switzerland,
Inc. (NASDAQ:LSVI) announced today that the Company's Board of Directors has
approved a one-for-five reverse stock split of the Company's common stock. The
Company stated that this stock split is being undertaken in an effort to allow
the Company to remain eligible for listing on Nasdaq. Nasdaq previously had
informed the Company that it would not remain eligible for trading on Nasdaq
unless it could show compliance with the continued listing requirements,
including the minimum $1.00 per share bid requirement. As a result, the Company
has requested that Nasdaq permit a transfer to Nasdaq's SmallCap Market System.
There, however, is no assurance that Nasdaq will permit such transfer or that
the Company will be able to maintain compliance with all of the SmallCap
continued listing requirements.
The Board of Directors will submit this reverse stock split proposal to
stockholders for approval at the Company's annual meeting of stockholders
scheduled for December 21, 1999, with a record date of November 26, 1999. At
the annual meeting, Class II Directors will be elected with a term expiring at
the 2002 annual meeting.
This press release contains forward-looking statements with respect to
certain events. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to differ materially from anticipated future
results, performance or achievements expressed or implied by such forward-
looking statements.
Little Switzerland, Inc. is a leading specialty retailer of brand name
watches, jewelry, crystal, china, fragrances and accessories, operating 21
stores on seven Caribbean islands, and two stores in Alaska cruise ship
destinations. The Company's primary market consists of vacationing tourists
attracted by free-port pricing, duty-free allowances and a wide variety of high
quality merchandise.
# # #
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EXHIBIT 99.2
PRESS RELEASE
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CONTACTS:
Robert L. Baumgardner Mary Ellen Goodall
Little Switzerland, Inc. Walter Denby
340/776-2010 D.F. King & Co., Inc.
212/269-5550
FOR IMMEDIATE RELEASE
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LITTLE SWITZERLAND ANNOUNCES
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TRANSFER TO THE NASDAQ SMALLCAP MARKET
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ST. THOMAS, U.S. VIRGIN ISLANDS, November 11, 1999 . . . Little
Switzerland, Inc. (NASDAQ:LSVI) has been notified by The Nasdaq Stock Market,
Inc. ("NASDAQ") that its common stock will be transferred to The Nasdaq SmallCap
Market(SM) ("SmallCap") effective as of the open of business on Friday, November
12, 1999. The Company's new trading symbol as of such date will be "LSVIC."
The Company's president and chief executive officer, Robert Baumgardner,
stated "We are pleased with NASDAQ's decision to permit the Company's stock to
be transferred to SmallCap. We believe that continued listing on NASDAQ is
important to maintain liquidity for the Company's stockholders. "
The Company's continued listing on SmallCap is subject to certain
conditions, including (i) obtaining asset-based financing to pay down its
existing debt and for working capital purposes and (ii) effecting a reverse
stock split which is subject to approval by the Company's stockholders at its
annual meeting which is currently scheduled for December 21, 1999. Although the
Company will work diligently towards meeting these conditions, there is no
assurance that it will be able to do so and that any actions proposed to be
taken by the Company to maintain its SmallCap listing will be effective.
This press release contains forward-looking statements with respect to
certain events. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to differ materially from anticipated future
results, performance or achievements expressed or implied by such forward-
looking statements.
Little Switzerland, Inc. is a leading specialty retailer of brand name
watches, jewelry, crystal, china, fragrances and accessories, operating 20
stores on six Caribbean islands, and two stores in Alaska cruise ship
destinations. The Company's primary market consists of vacationing tourists
attracted by free-port pricing, duty-free allowances and a wide variety of high
quality merchandise.
# # #
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EXHIBIT 99.3
PRESS RELEASE
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CONTACTS:
Robert L. Baumgardner Mary Ellen Goodall
Little Switzerland, Inc. Walter Denby
340/776-2010 D.F. King & Co., Inc.
212/269-5550
FOR IMMEDIATE RELEASE
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LITTLE SWITZERLAND ANNOUNCES
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RENEWAL OF IDC TAX BENEFITS AND SALE OF ANTIGUA STORE
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ST. THOMAS, U.S. VIRGIN ISLANDS, November 12, 1999 . . . Little
Switzerland, Inc. (NASDAQ:LSVI) announced today that the Industrial Development
Commission of the United States Virgin Islands ("IDC") has notified the Company
that it has renewed certain tax benefits for its wholly-owned subsidiary, L.S.
Wholesale, Inc., which had expired at the end of August 1998. The IDC further
informed the Company that the benefits will be applied retroactively to the end
of August 1998 and are for a five year period. Thus, as a result of the
renewal, L.S. Wholesale will enjoy the benefit of a 75% exemption from taxes on
income received from activities conducted outside of the United States Virgin
Islands, which results in an effective tax rate of approximately 9.3%. In
addition, L.S. Wholesale will enjoy a 75% exemption from gross receipts tax.
The Company also announced that it had closed the sale of all of the assets
and goodwill of its store located in Antigua for an aggregate purchase price of
$2.0 million, of which the Company has received a $1.5 million payment. The
balance of the purchase price is to be paid in two installments in the spring of
2000. The Company used the $1.5 million in proceeds to pay down its debt to its
existing lenders under its credit facilities.
Robert Baumgardner, president and chief executive officer of Little
Switzerland, stated that, "The sale of the Antigua store is the Company's first
strategic step in reducing its current debt. Management continues to work
towards obtaining alternative financing to address the overall liquidity and
capital concerns of the Company." Mr. Baumgardner concluded, "Management and
the Board of Directors of Little Switzerland are continuing to review all of the
Company's strategic options which we believe are necessary to return the Company
to profitability."
This press release contains forward-looking statements with respect to
certain events. Forward looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to differ materially from anticipated future
results, performance or achievements expressed or implied by such forward-
looking statements. The future operating results of the Company may be affected
by a number of factors, including, without limitation, the Company's ability to
obtain
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alternative financing to provide it with funds to repay its existing lenders and
to fund its working capital needs and the Company's ability to meet all of the
conditions to maintain its IDC benefits. In addition to the foregoing, the
Company's actual future results could be impacted as a result of the risk
factors set forth in the Company's various filings with the Securities and
Exchange Commission and of changes in general economic conditions, changes in
interest rates and/or exchange rates and changes in the assumptions used in
making such forward-looking statements.
Little Switzerland, Inc. is a leading specialty retailer of brand name
watches, jewelry, crystal, china, fragrances and accessories, operating 20
stores on six Caribbean islands, and two stores in Alaska cruise ship
destinations. The Company's primary market consists of vacationing tourists
attracted by free-port pricing, duty-free allowances and a wide variety of high
quality merchandise.
# # #
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EXHIBIT 99.4
PRESS RELEASE
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CONTACTS:
Robert L. Baumgardner Mary Ellen Goodall
Little Switzerland, Inc. Walter Denby
340/776-2010 D.F. King & Co., Inc.
212/269-5550
FOR IMMEDIATE RELEASE
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LITTLE SWITZERLAND ANNOUNCES ITS NOMINEES
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FOR THE UPCOMING ANNUAL MEETING;
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EXPANDS BOARD OF DIRECTORS WITH APPOINTMENT OF
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SEYMOUR HOLTZMAN AND RICHARD SIEGEL
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ST. THOMAS, U.S. VIRGIN ISLANDS, November 17, 1999 . . . Little
Switzerland, Inc. (NASDAQ:LSVIC) today announced that the board of directors has
nominated Kenneth W. Watson and Peter R. McMullin for election at the Company's
annual meeting scheduled for December 21, 1999. Mr. Watson has been serving on
Little Switzerland's board of directors since 1991, and Mr. McMullin since April
1999.
Little Switzerland also announced that Seymour Holtzman, and Richard
Siegel, have been appointed to the Company's board of directors, effective as of
the December 21/st/ annual meeting. The appointment of Mr. Holtzman and Mr.
Siegel increases the size of Little Switzerland's board of directors from six to
eight members.
Mr. Holtzman is founder and chief executive officer of Jewelcor, Inc.
(formerly traded on the NYSE) and founder and former chief executive officer of
Gruen Marketing Corporation (formerly traded on the AMEX). Mr. Holtzman has
managed public companies for over 25 years and is currently a director of Ambanc
Holding Company, Inc., (NASDAQ:AHCI). Mr. Holtzman has been appointed a Class
III Director whose term will expire at Little Switzerland's annual meeting of
shareholders in 2000.
Mr. Siegel is general counsel for Sturm Group, Inc., a private investment
firm headed by Donald L. Sturm. He will be a Class I Director with a term
expiring at the annual meeting of shareholders in 2001.
Mr. Robert Baumgardner, President and CEO of Little Switzerland, praised
the new board appointees, saying, "Seymour Holtzman is a recognized business
leader. We look forward to benefiting from his keen insights and his many years
of successful experience in the retail jewelry industry. Richard Siegel is a
distinguished attorney whose counsel and guidance will be a tremendous asset as
Little Switzerland continues its efforts to redevelop its business."
Little Switzerland, Inc. is a leading specialty retailer of brand name
watches, jewelry, crystal, china, fragrances and accessories, operating 20
stores on six Caribbean islands, and two stores in Alaska cruise ship
destinations. The Company's primary market consists of vacationing tourists
attracted by free-port pricing, duty-free allowances and a wide variety of high
quality merchandise.
# # #
