<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 27, 2000
COMMISSION FILE NUMBER 0-19369
LITTLE SWITZERLAND, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 66-0476514
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
161-B CROWN BAY CRUISE SHIP PORT
ST. THOMAS U.S.V.I. 00802
----------------------------------------- ----------------------------
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (340) 776-2010
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(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 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. [ ]
<PAGE>
As of October 5, 2000, 8,636,379 shares of $0.01 par value Common Stock of the
registrant were outstanding. The aggregate market value of the voting stock held
by non-affiliates of the registrant based upon the closing price of $0.781 per
share for the registrant's Common Stock, as reported on the OTCBB as of October
5, 2000, was $4,420,521.
The undersigned, Little Switzerland, Inc. (the "Company"), hereby amends
the following items of its Annual Report on Form 10-K for the period ended May
27, 2000 ("Fiscal 2000") as set forth below:
Part III, Item 10 Directors and Executive Officers of the Company.
Part III, Item 11 Executive Compensation.
Part III, Item 12 Security Ownership of Certain Beneficial Owners and
Management.
Part III, Item 13 Certain Relationships and Related Transactions.
Part IV, Item 14 Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is a list of our directors and executive officers and
their principal occupations during the past five years. The Board of Directors
of the Company currently consists of 5 members, and is divided into three
classes, with two directors in each of Classes I and II and one director in
Class III. Directors serve for three-year terms, with one class of directors
being elected by the Company's stockholders at each annual meeting.
<TABLE>
<CAPTION>
NAME: AGE: POSITION(S) WITH COMPANY:
----- ---- -------------------------
<S> <C> <C>
Robert L. Baumgardner ............................ 54 President, Chief Executive Officer and
Class I Director (term expires 2001)
Alex J. Nobile ................................... 47 Class I Director (term expires 2001)
Peter R. McMullin ................................ 56 Class II Director (term expires 2002)
Kenneth W. Watson ................................ 55 Class II Director (term expires 2002)
Seymour Holtzman ................................. 65 Class III Director (term expires 2000 - next
annual meeting) and Chairman of the Board
Patrick J. Hopper ................................ 38 Chief Financial Officer, Executive Vice President and Treasurer
Michael Pepper ................................... 54 Senior Vice President of Retail Operations
Patrick Heron .................................... 35 Vice President and General Merchandise
Manager
</TABLE>
2
<PAGE>
Robert L. Baumgardner was appointed President and Chief Executive Officer
and elected as a Class I Director effective as of August 17, 1999. From
September 1998 to August 1999, Mr. Baumgardner was Senior Vice President of Zale
Corporation's Bailey Banks and Biddle Division in Dallas, Texas. From May 1994
to September 1998, Mr. Baumgardner held senior management positions with Mayors
of Coral Gables, Florida.
Alex J. Nobile was elected a Class I Director in June 1999. Since January
1997, Mr. Nobile has served as an attorney and investment professional with
Berkeley International Capital Corporation, the venture capital arm of London
Pacific Group Limited, a diversified international financial services firm. From
1991 to 1996, Mr. Nobile was Executive Vice President, General Counsel and
Corporate Secretary for Gruen Marketing Corporation.
Peter R. McMullin was elected a Class II Director in April 1999. Mr.
McMullin is the co-founder of Southeast Research Partners, Inc. and has been an
Executive Vice President and a managing director of that firm since its
inception in June 1990. In June 1999, Southeast Research Partners was acquired
by Ryan, Beck & Co., an institutional research, investment banking and trading
firm, and Mr. McMullin is now Senior Managing Director of Ryan, Beck & Co. -
Southeast Research Group.
Kenneth W. Watson was elected a Class II Director in May 1991. From April
7, 1999 until August 17, 1999, Mr. Watson served the Company as Acting Chief
Executive Officer. Since September 1999, Mr. Watson has served as the Chief
Operating Officer of CyberSettle.com, an Internet dispute resolution company.
From October 1996 to March 1999, Mr. Watson served as Vice President-Consumer
Marketing of the New York Times Magazine Group, a subsidiary of the New York
Times Company. From October 1994 to March 1996, Mr. Watson served as Executive
Vice President of K-Mart Corporation.
Seymour Holtzman was elected a Class III Director in December 1999. Mr.
Holtzman is the founder and Chief Executive Officer of Jewelcor Management, Inc.
and the founder and former Chief Executive Officer of Gruen Marketing
Corporation. Since 1990, Mr. Holtzman has served as Chairman and Chief Executive
Officer of each of Jewelcor Management, Inc., C.D. Peacock, Inc., Central
European Capital Investors, Inc. and S.A. Peck & Company. Mr. Holtzman is also
the President and founder of Financial Thrift Value Fund.
Patrick J. Hopper was appointed Vice President-Finance in June 1999 and
subsequently was appointed Chief Financial Officer, Executive Vice President and
Treasurer in July 1999. From January 1998 to January 1999, Mr. Hopper served
Tesco PLC as Director of Central European Projects. From April 1996 to January
1998, Mr. Hopper served Tesco PLC as Chief Financial Officer of Tesco PLC for
the Czech and Slovak Republic. From January 1994 to April 1996, Mr. Hopper
served as Director of Finance and Administration of K-Mart Corporation in the
Czech and Slovak Republic.
Michael Pepper was appointed Senior Vice President of Retail Operations in
February 2000. From June 1994 to February 2000, Mr. Pepper was Director of Store
and Operations for Cardow Jewelers of St. Thomas, U.S.V.I.
3
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Patrick Heron was appointed Vice President and General Merchandise Manager
in January 2000. From September 1999 to January 2000, Mr. Heron served the
Company as its watch buyer. From 1996 to September 1999, Mr. Heron served
Tourneau as a merchandise manager.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder require the Company's directors and
officers, and persons who own more than 10% of the outstanding common stock of
the Company (the "Common Stock") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "Commission").
Personnel of the Company generally prepare these reports on the basis of
information obtained from each director and officer, and greater than ten
percent stockholders are required by the Commission to furnish the Company with
copies of all reports filed. To the best knowledge of the Company, all reports
required by Section 16(a) of the Exchange Act to be filed by its directors,
officers and 10% or greater stockholders during Fiscal 2000 were filed on time,
except that Form 5's were not timely filed for the December 1999 option
grants to Mr Baumgardner and Mr. Hopper and for the May 27, 2000 automatic
grants of stock options to non-employee directors.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning the
total compensation of the Company's Chief Executive Officer and Acting Chief
Executive Officer and the two other executive officers who were serving as
executive officers at the end of Fiscal 2000 and earned in excess of $100,000
during Fiscal 2000. These four persons are hereinafter referred to collectively
as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUT
---------------------------------- ----------------------- -------
OTHER RESTRICTED
ANNUAL STOCK SECURITIES LTIP ALL OTHER
NAME AND FISCAL SALARY BONUS COMPEN- AWARDS UNDERLYING PAYOUTS COMPEN-
PRINCIPAL POSITIONS YEAR ($) ($) SATION ($) OPTIONS ($) SATION
------------------------ ---- ----------- ----- ---------- ---------- ---------- ------- -------------
<S> <C> <C> <C> <C> <C>
Robert L. Baumgardner 2000 153,077 (a) -- 93,750 (b) -- 400,000 -- 25,008 (c)
Chief Executive 1999 -- -- -- -- -- -- --
Officer 1998 -- -- -- -- -- -- --
Kenneth W. Watson 2000 124,615 -- -- -- -- -- 5,971 (c)
Acting Chief 1999 45,692 -- -- -- -- -- 60,750 (i)
Executive Officer (d) 1998 -- -- -- -- -- -- --
Patrick J. Hopper 2000 144,231 (e) -- -- -- 100,000 -- 30,000 (f)
CFO, Executive Vice 1999 -- -- -- -- -- -- --
President and Treasurer 1998 -- -- -- -- -- -- --
William Canfield 2000 181,826 10,000 -- -- -- -- 8,650 (g)
Vice President of 1999 181,446 -- -- -- -- -- 8,684 (g)
Store Operations (h) 1998 173,000 28,000 -- -- -- -- 8,659 (g)
</TABLE>
4
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----------------
(a) Represents compensation paid in Fiscal 2000 based on an annual base salary
of $200,000. Mr. Baumgardner's annual base salary was subsequently raised
to $300,000.
(b) Represents the portion of the $125,000 in additional compensation that was
paid in Fiscal 2000 that the Company agreed to pay Mr. Baumgardner upon
the inception of his employment with the Company.
(c) Represents housing expenses paid by the Company in the relevant fiscal
year.
(d) Mr. Watson assumed the position of Acting Chief Executive Officer
effective April 7, 1999 and resigned effective August 17, 1999. Mr. Watson
currently serves as a Class II Director of the Company.
(e) Represents compensation paid in Fiscal 2000 based on an annual base salary
of $150,000. Mr. Hopper's annual base salary was subsequently raised to
$200,000.
(f) Represents moving expenses paid by the Company.
(g) Represents insurance premiums paid by the Company for term and whole life
insurance.
(h) Following the expiration of Mr. Canfield's employment agreement in June
2000, Mr. Canfield ceased to be an executive officer of the Company and
currently serves the Company as a consultant.
(i) Represents compensation paid to Mr. Watson for acting as a director of
the Company while not also employed as Acting Chief Executive Officer
during fiscal 1999.
OPTIONS
The following tables set forth information concerning grants of stock
options to, and exercises of stock options by, the Named Executive Officers
during Fiscal 2000, and the number and value of unexercised options held by each
of them at May 27, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECI-
INDIVIDUAL GRANTS ATION FOR OPTION TERM
-------------------------------------------------------------- ------------------------
% OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO
UNDERLYING EMPLOYEES
OPTIONS IN FISCAL EXERCISE EXPIRATION
NAME GRANTED YEAR PRICE ($)(A) DATE 5%($) 10%($)
--------------------------- ----------- ----------- ------------ ------------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Baumgardner...... 350,000 (b) 54% 0.44 8/17/09 84,905 209,124
50,000 (b) 7.8% 0.66 12/21/09 18,194 44,812
Kenneth W. Watson.......... 3,000 (c) 0.5% 0.53 5/26/10 877 2,159
Patrick J. Hopper.......... 50,000 (b) 7.8% 0.69 6/7/09 19,021 46,899
50,000 (b) 7.8% 0.66 12/21/09 16,694 43,312
William R. Canfield........ -- -- -- -- -- --
</TABLE>
----------------
(a) Fair market value of a share of Common Stock on the date of grant.
(b) Options vest as follows: 20% vest on the date of grant, with an additional
20% of the total grant vesting on each anniversary of the date of grant.
(c) Options fully vest upon grant.
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Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Shares Underlying Unexercised the-Money Options
Acquires on Value Options at Fiscal Year-End at Fiscal Year-End
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Baumbardner -- -- 80,000 320,000 $6,300 $25,200
Kenneth W. Watson -- -- 41,333 -- -- --
Patrick J. Hopper -- -- 20,000 80,000 -- --
William Canfield -- -- 60,000 -- -- --
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company receive no
compensation for service as directors. Directors who are not officers or
employees of the Company receive such compensation for their services as the
Board of Directors may from time to time determine. Non-employee directors each
receive an annual retainer of $5,000, plus a fee of $2,500 for each Board of
Directors meeting attended ($500 if such meeting is held via telephone
conference) and $1,000 for each committee meeting attended ($500 if such meeting
is held via telephone conference) if such meeting does not take place in
conjunction with a regularly scheduled Board of Directors meeting. All directors
are reimbursed for expenses incurred in connection with attendance at meetings.
In order to align stockholder and director interests, in 1992 the Board
of Directors established the 1992 Non-Employee Directors' Nonqualified Stock
Option Plan (the "1992 Option Plan"). Pursuant to the 1992 Option Plan, each
eligible non-employee director automatically receives an option to purchase
3,000 shares of Common Stock on the last day of the Company's fiscal year. All
options granted pursuant to the 1992 Option Plan vest and are immediately
exercisable upon grant. All options granted under the 1992 Option Plan have an
exercise price equal to 100% of the fair market value of a share of Common Stock
on the grant date. On May 27, 2000, the then eligible non-employee directors
each received an option to purchase 3,000 shares of Common Stock at an exercise
price of $0.53 per share, the fair market value of the Common Stock on May 26,
2000. On July 17, 2000, the Board of Directors resolved to amend the 1992
Option Plan to allow the Company to grant stock options to non-employee
directors outside of the 1992 Option Plan.
CONTRACTS WITH NAMED EXECUTIVE OFFICERS
The following is a description of the employment contracts and
arrangements with the Named Executive Officers.
Mr. Baumgardner entered into an employment agreement with the Company
(the "Baumgardner Agreement") effective as of August 17, 1999. Under the terms
of the Baumgardner Agreement, Mr. Baumgardner will serve as the President and
Chief Executive Officer of the
6
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Company for a two-year term. Mr. Baumgardner receives a base salary of $300,000
over each twelve-month period employed. Upon achievement of certain performance
criteria, Mr. Baumgardner will be entitled to receive a bonus in an amount up to
75% of his base salary in each year. In addition, Mr. Baumgardner received
additional compensation upon the inception of his employment in an aggregate
amount equal to $125,000, payable in twelve monthly installments commencing on
September 1, 1999. Mr. Baumgardner's employment may be terminated immediately by
the Company for "cause" as defined in the Baumgardner Agreement. If Mr.
Baumgardner's employment is terminated by the Company without cause, he is
entitled to receive a lump sum payment equal to twelve months of base salary,
plus any accrued but unpaid annual bonus which he has earned. If, within one
year from the date of a Change of Control, as defined in the Baumgardner
Agreement, Mr. Baumgardner's employment is terminated by the Company or its
successor entity for any reason other than death, cause or disability, then he
is entitled to receive a lump sum payment equal to the number of months of base
salary remaining in the term of employment if termination occurs on or prior to
August 17, 2000 or twelve months of base salary if termination occurs after
August 18, 2000. Mr. Baumgardner is subject to certain non-competition
provisions during the term of his employment. On August 17, 1999, as an
inducement to Mr. Baumgardner to enter into the Baumgardner Agreement, the
Company granted Mr. Baumgardner an option to purchase 350,000 shares of Common
Stock at $0.4375 per share. On December 21, 1999, the Company granted Mr.
Baumgardner an additional option to purchase 50,000 shares of Common Stock at
$0.66 per share.
Mr. Watson was appointed as the Acting Chief Executive Officer of the
Company effective as of April 7, 1999 and resigned on August 17, 1999. Mr.
Watson served as the Acting Chief Executive Officer of the Company from month to
month until a successor President and Chief Executive Officer could be
appointed. Mr. Watson received a salary equal to $30,000 per month for each
month employed. Mr. Watson also received reimbursement of his reasonable living
expenses during his term as Acting Chief Executive Officer.
Mr. Hopper entered into an employment agreement with the Company (the
"Hopper Agreement") effective as of June 7, 1999. Under the terms of the Hopper
Agreement, Mr. Hopper served the Company as Vice President of Finance until July
2, 1999 and as Chief Financial Officer and Treasurer thereafter. The Hopper
Agreement has a term of one year, automatically renewable for periods of one
year, unless either party elects not to extend the term. Mr. Hopper receives an
annual base salary of $200,000. Upon achievement of certain performance
criteria, Mr. Hopper is entitled to receive a bonus in an amount of up to 37.5%
of his base salary in each year. Mr. Hopper's employment may be terminated
immediately by the Company for cause as defined in the Hopper Agreement. If Mr.
Hopper's employment is terminated by the Company without cause or if a
Terminating Event (as defined in the Hopper Agreement) occurs within one year
from the date of a change of control of the Company, then he will be entitled to
receive, among other things, a lump sum payment determined on a sliding scale
based on the date of termination, plus any accrued unpaid annual bonus which he
has earned prior to termination. On June 7, 1999, the Company granted Mr. Hopper
an option to purchase 50,000 shares of Common Stock at $0.6875 per share. On
December 21, 1999, the Company granted Mr. Hopper an additional option to
purchase 50,000 shares of Common Stock at $0.66 per share.
On June 16, 1994, Mr. Canfield entered into an employment agreement with
the Company (the "Canfield Agreement") effective as of June 16, 1994, pursuant
to which Mr. Canfield served
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the Company as Vice President of Store Operations for a five-year term. On
November 13, 1998, Mr. Canfield entered into an amendment to the Canfield
Agreement that extended the term of his employment until June 15, 2000. Under
the Canfield Agreement, Mr. Canfield received a base salary of approximately
$182,000 for the twelve-month period ending on June 15, 2000, and upon the
achievement of certain performance criteria, a bonus in an amount of up to 25%
of his base salary. Following the expiration of the Canfield Agreement on June
15, 2000, Mr. Canfield ceased to be an executive officer of the Company and
currently serves the Company as a consultant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of January 11, 2001 with
respect to beneficial ownership of Common Stock by (a) each stockholder who, to
the Company's knowledge, is the beneficial owner of more than 5% of the
outstanding Common Stock, (b) each director of the Company, (c) each Named
Executive Officer, and (d) all directors and executive officers of the Company
as a group. The percentages in the last column are based on 8,636,379 shares of
Common Stock outstanding on January 11, 2001. In each case, except as otherwise
indicated in the footnotes to the table, the shares shown in the second column
are owned directly by the individual or members of the group named in the first
column and such individual or group members have sole voting and dispositive
power with respect to the shares shown. For purposes of this table, beneficial
ownership is determined in accordance with the federal securities laws and
regulations; inclusion in the table of shares not owned directly by the named
director or executive officer does not constitute an admission that such shares
are beneficially owned by the director or officer for any other purpose.
<TABLE>
<CAPTION>
PERCENTAGE OF OUT-
NUMBER OF SHARES OF STANDING COMMON
NAME COMMON STOCK OWNED STOCK OWNED
---------------------------------------------------------- ----------------------- ------------------
<S> <C> <C>
Jewelcor Management, Inc. ................................ 1,402,000 (a) (b) 16.2%
Donald L. Sturm and ValueVest Partners L.P. .............. 1,177,400 (b) (c) 13.6%
Almod Diamonds group ..................................... 726,855 (b) (d) 8.4%
Lionheart Group, Inc. .................................... 556,600 (b) (e) 6.4%
Lincluden Management Limited ............................. 488,000 (b) (f) 5.6%
Robert L. Baumgardner .................................... 193,333 (g) (h) 2.2%
Alex J. Nobile ........................................... 11,333 (g) (h) *
Peter R. McMullin ........................................ 19,033 (g) (h) *
Seymour Holtzman ......................................... 1,438,333 (g) (h) (i) 16.6%
Kenneth W. Watson ........................................ 41,333 (g) (h) *
Patrick J. Hopper ........................................ 73,333 (g) (h) *
</TABLE>
8
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<TABLE>
<CAPTION>
PERCENTAGE OF OUT-
NUMBER OF SHARES OF STANDING COMMON
NAME COMMON STOCK OWNED STOCK OWNED
---------------------------------------------------------- ----------------------- ------------------
<S> <C> <C>
William Canfield ......................................... 60,000 (g) (h) *
All current directors and executive officers
as a group (8 persons) ................................ 449,231 (j) 5.2%
</TABLE>
----------
* Less than 1%.
(a) The information regarding the beneficial ownership of Common Stock by
Jewelcor Management, Inc. was obtained from its statement on Schedule 13D,
filed with the Commission on June 18, 1999. Such statement discloses as
follows: Jewelcor Management, Inc. possesses sole voting and dispositive
power over 1,341,000 shares of Common Stock; Seymour Holtzman and Steven
Holtzman share voting and dispositive power over 48,000 shares of Common
Stock; Trust f/b/o Allison Holtzman Garcia possesses sole voting and
dispositive power over 10,000 shares of Common Stock; and Custodial
Account f/b/o Chelsea Holtzman possesses sole voting and dispositive power
over 3,000 shares of Common Stock. In the aggregate, the persons listed
above hold 1,402,000 shares of Common Stock.
(b) Addresses are as follows: Jewelcor Management, Inc., 100 N. Wilkes-Barre
Blvd., Wilkes-Barre, Pennsylvania 18702; Donald L. Sturm, 3303 East First
Avenue, Suite 200, Denver, Colorado 80206; ValueVest Partners L.P., 1
Sansome Street, 39th floor, San Francisco, California 94104; Almod
Diamonds, Ltd., 589 5th Avenue, New York, New York 10017; Lionheart
Group, Inc., 230 Park Avenue, Suite 516, New York, New York 10169; and
Lincluden Management Limited, 1275 North Service Road West, Suite 607,
Oakville, Ontario, Canada L6M 3G4.
(c) The information regarding the beneficial ownership of Common Stock by
Donald L. Sturm and ValueVest Partners L.P. was obtained from their
statement on Amendment No. 3 to Schedule 13D, filed with the Commission on
March 5, 1999. Such statement discloses that Donald L. Sturm possesses
sole voting and dispositive power over 782,100 shares of Common Stock and
ValueVest Partners L.P. possesses sole voting and dispositive power over
395,300 shares of Common Stock. Such statement further discloses that
Donald L. Sturm and ValueVest Partners, L.P. act as a group for the
purposes of acquiring and holding the shares of Common Stock held by them,
and that their aggregate holdings equal 1,177,400 shares of Common Stock.
(d) The information regarding the beneficial ownership of Common Stock by
the Almod Diamonds group was obtained from a statement on Amendment No.
1 to Schedule 13D, filed with the Commission on January 10, 2001. Such
statement discloses that Albert Gad possesses sole voting and
dispositive power over 360,000 shares of Common Stock and shared voting
and dispositive power over 15,000 shares of Common Stock, Donna
Gad-Hecht possesses shared voting and dispositive power over 20,000
shares of Common Stock, Joseph Hecht possesses shared voting and
dispositive power over 5,000 shares of Common Stock, Francine Gad
possesses shared voting and dispositive over 331,850 shares of Common
Stock, Almod Diamonds, Ltd. possesses shared voting and dispositive
power over 15,000 shares of Common Stock, Morris Gad possesses shared
voting and dispositive power over 331,850 shares of Common Stock, and
that such persons disclaim acting as a group in respect of acquiring
and holding the shares of Common Stock held by them.
(e) The information regarding the beneficial ownership of Common Stock by
Lionheart Group, Inc. was obtained from a statement on Schedule 13D,
filed with the Commission on January 8, 2001. Such statement discloses
that Lionheart Group, Inc. possesses sole voting and dispositive power
over 556,600 shares of Common Stock.
(f) The information regarding the beneficial ownership of Common Stock by
Lincluden Management Limited was obtained from its statement on Schedule
13G, filed with the Commission on February 16, 1999. Such statement
discloses that Lincluden Management Limited possesses sole voting power
over 118,300 shares of Common Stock, shared voting power over 369,700
shares of Common Stock, and sole voting and dispositive power over 488,000
shares of Common Stock.
(g) Includes shares of Common Stock which the directors and named officers
have the right to acquire through the exercise of stock options within 60
days of November 29, 2000 as follows: Robert L. Baumgardner, 193,333; Alex
J. Nobile, 11,333; Peter R. McMullin, 19,033; Seymour Holtzman, 36,333
(issued to Jewelcor Management, Inc. and deemed to be beneficially owned
by Seymour Holtzman); Kenneth W. Watson, 41,333; Patrick J. Hopper,
73,333; and William Canfield, 60,000. Does not include shares of Common
Stock which the directors and officers did not have the right to acquire
through the exercise of options not exercisable within 60 days of November
29, 2000 as follows: Robert L. Baumgardner, 306,667; Alex J. Nobile,
16,667; Peter R. McMullin, 16,667; Seymour Holtzman, 66,667 (issued to
Jewelcor Management, Inc. and deemed to be beneficially owned by Seymour
Holtzman); Kenneth W. Watson, 16,667; Patrick J. Hopper, 126,667; and
William Canfield, 0.
(h) Address is c/o Little Switzerland, Inc., 161-B Crown Bay Cruise Ship Port,
St. Thomas, U.S.V.I. 00802.
(i) The shares of Common Stock deemed to be beneficially owned by Seymour
Holtzman include the shares beneficially owned by Jewelcor Management,
Inc. See footnote (a) above.
9
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(j) Includes or excludes, as the case may be, shares of Common Stock as
indicated in the preceding footnotes.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report.
(1) Financial Statements.
The financial statements filed as part of this report are listed on
the Index to Consolidated Financial Statements.
(2) Financial Statement Schedules.
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are not material and
therefore have been omitted.
(b) Reports on Form 8-K. The Company did not file any Current Reports on
Form 8-K during the three month period ended May 27, 2000.
(c) Exhibits.
(3) Articles of Incorporation and By-Laws:
3.1 The Amended and Restated Certificate of Incorporation of the Company
is incorporated herein by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-1, Registration No.
33-40907, filed with the Commission on July 10, 1992 ("Amendment No.
1 to the Form S-1").
3.2 The Amended and Restated By-Laws of the Company are incorporated
herein by reference to the Company's Current Report on Form 8-K
filed with the Commission on February 24, 1999.
(10) Material Contracts:
10.1 The Little Switzerland, Inc. 1991 Stock Option Plan, incorporated
herein by reference to Amendment No. 1 to the Form S-1.
10.2 The Little Switzerland, Inc. 1992 Employee Stock Purchase Plan,
incorporated herein by reference to the Company's Annual Report on
Form 10-K filed with the Commission on May 29, 1992.
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10.3 The Little Switzerland, Inc. 1992 Non-Employee Directors'
Nonqualified Stock Option Plan, incorporated herein by reference to
the Company's Annual Report on Form 10-K filed with the Commission
on May 26, 1993.
10.4 Settlement Agreement, dated as of February 23, 1999, by and among
the Company, Jewelcor Management, Inc., Seymour Holtzman, Donald L.
Sturm, ValueVest Partners, L.P. and C. William Carey, incorporated
herein by reference to the Company's Current Report on Form 8-K
filed with the Commission on February 24, 1999.
10.5 Forbearance Agreement, dated as of May 7, 1999, by and among L. S.
Wholesale, Inc., the Company, L. S. Holding, Inc., World Gift
Imports (Barbados) Limited, World Gift Imports, N. V., Montres Et
Bijoux, S.A.R.L., L. S. Holding (Aruba), N. V., L. S. Holding
(Curacao), N. V., Little Switzerland (Antigua), Limited, Little
Switzerland (St. Lucia) Limited, L. S. Holding (USA), Inc. and The
Chase Manhattan Bank and The Bank of Nova Scotia, incorporated
herein by reference to the Company's Current Report on Form 8-K
filed with the Commission on May 20, 1999.
10.6 Security Agreement, dated as of May 7, 1999, by and among L. S.
Wholesale, Inc., the Company, L. S. Holding, Inc., World Gift
Imports (Barbados) Limited, World Gift Imports, N. V., Montres Et
Bijoux, S.A.R.L., L. S. Holding (Aruba), N. V., L. S. Holding
(Curacao), N. V., Little Switzerland (Antigua), Limited, Little
Switzerland (St. Lucia) Limited, L. S. Holding (USA), Inc. and The
Chase Manhattan Bank and The Bank of Nova Scotia, incorporated
herein by reference to the Company's Current Report on Form 8-K
filed with the Commission on May 20, 1999.
10.7 Standstill Agreement, dated April 7, 2000, by among the Company, its
affiliates named therein, the Chase Manhattan Bank and the Bank of
Nova Scotia (the "Standstill Agreement").
10.8 Extension of the Standstill Agreement, dated July 28, 2000,
incorporated herein by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended May 27, 2000, filed with the
Commission on October 20, 2000 (the "2000 Form 10-K").
10.9 Extension of the Standstill Agreement, dated August 23, 2000,
incorporated by reference to the 2000 Form 10-K.
10.10 Extension of the Standstill Agreement, dated October 13, 2000,
incorporated by reference to the 2000 Form 10-K.
10.11 Employment Agreement, dated as of August 17, 1999, between Robert L.
Baumgardner and the Company, incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended May
29, 1999, filed with the Commission on September 17, 1999 (the "1999
Form 10-K").
11
<PAGE>
10.12 Employment Agreement, dated as of August 17, 1999, between Patrick
J. Hopper and the Company, incorporated herein by reference to the
1999 10-K.
(21) Subsidiaries of Registrant: A list of subsidiaries of the Company is
incorporated herein by reference to the Company's Annual Report on Form
10-K/A for the fiscal year ended May 31, 1997.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized as of the 8th day of January, 2001.
LITTLE SWITZERLAND, INC.
By: /s/ PATRICK J. HOPPER
---------------------
Patrick J. Hopper
Chief Financial Officer
13
<PAGE>
INDEX OF EXHIBITS
EXHIBIT
NUMBER EXHIBIT
3.1 The Amended and Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1, Registration No. 33-40907, filed with
the Commission on July 10, 1992 ("Amendment No. 1 to the Form S-1").
3.2 The Amended and Restated By-Laws of the Company are incorporated herein by
reference to the Company's Current Report on Form 8-K filed with the
Commission on February 24, 1999.
10.1 The Little Switzerland, Inc. 1991 Stock Option Plan, incorporated herein
by reference to Amendment No. 1 to the Form S-1.
10.2 The Little Switzerland, Inc. 1992 Employee Stock Purchase Plan,
incorporated herein by reference to the Company's Annual Report on Form
10-K filed with the Commission on May 29, 1992.
10.3 The Little Switzerland, Inc. 1992 Non-Employee Directors' Nonqualified
Stock Option Plan, incorporated herein by reference to the Company's
Annual Report on Form 10-K filed with the Commission on May 26, 1993.
10.4 Settlement Agreement, dated as of February 23, 1999, by and among the
Company, Jewelcor Management, Inc., Seymour Holtzman, Donald L. Sturm,
ValueVest Partners, L.P. and C. William Carey, incorporated herein by
reference to the Company's Current Report on Form 8-K filed with the
Commission on February 24, 1999.
10.5 Forbearance Agreement, dated as of May 7, 1999, by and among L. S.
Wholesale, Inc., the Company, L. S. Holding, Inc., World Gift Imports
(Barbados) Limited, World Gift Imports, N. V., Montres Et Bijoux,
S.A.R.L., L. S. Holding (Aruba), N. V., L. S. Holding (Curacao), N. V.,
Little Switzerland (Antigua), Limited, Little Switzerland (St. Lucia)
Limited, L. S. Holding (USA), Inc. and The Chase Manhattan Bank and The
Bank of Nova Scotia, incorporated herein by reference to the Company's
Current Report on Form 8-K filed with the Commission on May 20, 1999.
10.6 Security Agreement, dated as of May 7, 1999, by and among L. S. Wholesale,
Inc., the Company, L. S. Holding, Inc., World Gift Imports (Barbados)
Limited, World Gift Imports, N. V., Montres Et Bijoux, S.A.R.L., L. S.
Holding (Aruba), N. V., L. S. Holding (Curacao), N. V., Little Switzerland
(Antigua), Limited, Little Switzerland (St. Lucia) Limited, L. S. Holding
(USA), Inc. and The Chase Manhattan Bank and The Bank of Nova Scotia,
incorporated herein by reference to
<PAGE>
the Company's Current Report on Form 8-K filed with the Commission on May
20, 1999.
10.7 Standstill Agreement, dated April 7, 2000, by among the Company, its
affiliates named therein, the Chase Manhattan Bank and the Bank of Nova
Scotia (the "Standstill Agreement").
10.8 Extension of the Standstill Agreement, dated July 28, 2000, incorporated
herein by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended May 27, 2000, filed with the Commission on October 20,
2000 (the "2000 Form 10-K").
10.9 Extension of the Standstill Agreement, dated August 23, 2000, incorporated
by reference to the 2000 Form 10-K.
10.10 Extension of the Standstill Agreement, dated October 13, 2000,
incorporated by reference to the 2000 Form 10-K.
10.11 Employment Agreement, dated as of August 17, 1999, between Robert L.
Baumgardner and the Company, incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended May 29,
1999, filed with the Commission on September 17, 1999 (the "1999 Form
10-K").
10.12 Employment Agreement, dated as of August 17, 1999, between Patrick J.
Hopper and the Company, incorporated herein by reference to the 1999 10-K.
21 Subsidiaries of Registrant: A list of subsidiaries of the Company is
incorporated herein by reference to the Company's Annual Report on Form
10-K/A for the fiscal year ended May 31, 1997.
