<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended January 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission file number 0-19714
E COM VENTURES, INC.
(formerly PERFUMANIA, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA (State or other jurisdiction of incorporation or organization)
65-0026340 (I.R.S. Employer Identification Number)
11701 NW 101 ST. ROAD, MIAMI, FL (Address of principal executive offices)
33178 (Zip Code)
(305) 889-1600 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(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 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 [ ].
As of May 10, 2000, the number of shares of the registrant's Common
Stock outstanding was 8,419,317. The aggregate market value of the Common Stock
held by non affiliates of the registrant as of May 10, 2000 was approximately
$12,282,100, based on the closing price of the Common Stock ($2.5625) as
reported by the Nasdaq National Market on such date. For purposes of the
foregoing computation, all executive officers, directors and 5 percent
beneficial owners of the registrant are deemed to be affiliates. Such
determination should not be deemed to be an admission that such executive
officers, directors or 5 percent beneficial owners are, in fact, affiliates of
the registrant.
<PAGE> 2
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Ilia Lekach 51 Chairman of the Board and Chief Executive Officer
Jerome Falic 36 President and Vice Chairman of the Board
Marc Finer 38 President of the Retail Division of Perfumania and
Director
A. Mark Young 37 Chief Financial Officer
Donovan Chin 33 Chief Financial Officer of Perfumania, Inc.,
Secretary and Director
Claire Fair 40 Vice President of Human Resources
Robert Pliskin(1)(2)(3) 76 Director
Carole Ann Taylor(1)(2)(3) 54 Director
Horacio Groisman, M.D.(2)(3) 47 Director
Zalman Lekach 33 Director
</TABLE>
---------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Stock Option Committee.
ILIA LEKACH is one of our co-founders and was our Chief Executive
Officer and Chairman of the Board from incorporation in 1988 until his
resignation in April 1994. Mr. Lekach was re-appointed Chief Executive Officer
and Chairman of the Board on October 28, 1998. He is also Chairman of the Board
and Chief Executive Officer of Parlux Fragrances, Inc., a publicly traded
manufacturer of fragrance and related products, and Chairman of the Board of
Directors of Take To Auction.Com, Inc. In August 1996, Mr. Lekach became an
officer and director of L. Luria & Son, Inc., a publicly traded specialty
discount retailer. On August 13, 1997, L. Luria & Son, Inc., filed for relief
under Chapter 11 of the Bankruptcy Code and has since been liquidated. Messrs.
Ilia Lekach and Zalman Lekach are brothers.
JEROME FALIC has served as our President since October 28, 1998, as a
Director since August 1994 and as the Vice Chairman of the Board since September
1994. Prior to his appointment as President, Mr. Falic served as a Vice
President since our inception in 1988.
MARC FINER has been the President of Perfumania's Retail Division since
March 1994 and a Director since August 1994. Mr. Finer was the President of
Parfums Expresso, Inc. and Parfums D'Arte, wholesale distributors of fragrances
in Puerto Rico, from their inception in August 1986 until March 1994.
2
<PAGE> 3
A. MARK YOUNG joined us in February 2000 and was appointed our Chief
Financial Officer in May 2000. Prior to joining us, Mr. Young was employed for
seven years in the Business Assurance practice of the Middle Market Group of
PricewaterhouseCoopers LLP, South Florida.
DONOVAN CHIN currently serves as the Chief Financial Officer of
Perfumania and as our Secretary and a member of our Board of Directors. He was
appointed Chief Financial Officer of Perfumania in May 2000, has served as our
Secretary since February 1999 and has served as a Director since March 1999. He
also served as our Chief Financial Officer from February 1999 until May 2000.
Prior to that time, Mr. Chin served as our Corporate Controller from May 1995 to
February 1999 and Assistant Corporate Controller from May 1993 to May 1995.
Previously, Mr. Chin was employed by Price Waterhouse LLP in its Miami audit
practice.
CLAIRE FAIR has served as Vice President of Human Resources since
August 1996. From November 1993 to August 1996, she served as Director of Human
Resources. Previously, she was the Director of Employee Relations with Sterling,
Inc., a national jewelry specialty retailer company.
ROBERT PLISKIN has served as a Director since October 1991. Mr. Pliskin
served as President of Longines Wittnauer Watch Company from 1971 to 1980 when
he became President of the Seiko Time Corporation, a distributor of watches, a
position he held until 1987. In 1987 he became the President of Hattori
Corporation of America, a distributor of watches and clocks, until his
retirement in 1993. Mr. Pliskin is a member of our Audit, Compensation and Stock
Option Committees.
CAROLE ANN TAYLOR has served as a Director since June 1993. From 1987
to 1998, Ms. Taylor was the owner and president of the Bayside Company Store, a
retail souvenir and logo store at Bayside Marketplace in Miami, Florida. During
this time she has also been a partner of the Jardin Bresilien Restaurant also
located at the Bayside Marketplace. Currently, Ms. Taylor is the owner of Miami
To Go, Inc., a retail and wholesale logo and souvenir merchandising and
silkscreening company. She is also a partner at Miami Airport Duty Free Joint
Venture with Greyhound Leisure Services which owns and operates the 19 duty free
stores at Miami International Airport. She serves as director of the Miami-Dade
Chamber of Commerce, the Greater Miami Convention & Visitors Bureau and the
Miami Film Festival. Ms. Taylor is a member of our Audit, Compensation and Stock
Option Committees.
DR. HORACIO GROISMAN has served as a Director since March 1999. Dr.
Groisman has been a practicing physician since 1981, specializing in head and
neck surgery, and currently has offices in Miami, Aventura and Hollywood,
Florida. Dr. Groisman is a member of our Compensation and Stock Option
Committees. He also serves as Vice-Chairman of the Board of Directors of Take To
Auction.Com, Inc.
ZALMAN LEKACH has served as a Director since November 1999. Mr. Lekach
became a director and an executive in Parlux, S.A., a subsidiary of Parlux
Fragrances, Inc. in May 1990. In May 1993, he resigned his executive position
and owned and operated a company exporting foods and health/beauty aids to South
America. In January of 1995, he rejoined Parlux as its chief operating officer
and a director. In June 1996, Mr. Zalman Lekach also assumed the position of
President of Parlux. In January 1999, Mr. Zalman Lekach resigned his position as
president and chief operating officer of Parlux to pursue opportunities
unrelated to the fragrance field. Messrs. Ilia Lekach and Zalman Lekach are
brothers.
Our officers are elected annually by the Board of Directors and serve
at the discretion of the Board. Our directors hold office until the next annual
meeting of shareholders and until their successors have been duly elected and
qualified.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10
3
<PAGE> 4
percent of our Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish us with copies of all Section 16(a) forms
they file.
To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended January 29, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10 percent
beneficial owners were complied with except that three reports relating to three
transactions were filed late by Jerome Falic, and each as the following failed
to file one report for one transaction: Marc Finer, Claire Finer, Donovan Chin,
Robert Pliskin, Carol Ann Taylor, Horacio Groisman and Zalman Lekach.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation awarded to, earned by or
paid to our (a) Chief Executive Officer, and (b) our four most highly
compensated executive officers other than the Chief Executive Officer whose
compensation exceeded $100,000 in fiscal 1999, for services rendered to us
during fiscal year 1999, 1998 and 1997. The Chief Executive Officer and such
other executive officers are sometimes hereafter collectively referred to as the
"Named Executive Officers".
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------- --------------------------------------------------
OTHER
ANNUAL RESTRICTED
NAME AND FISCAL COMPENSATION STOCK LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) AWARDS($) OPTIONS(#) PAYOUTS($) ($)
------------------ ----- --------- -------- ----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Ilia Lekach (2) 1999 420,000 0 0 0 0 0 0
Chairman of the Board and 1998 0 0 500,000(3) 0 775,000(4) 0 0
Chief Executive Officer
Jerome Falic 1999 322,757 0 0 0 0 0 0
President and 1998 259,034 0 0 0 334,500(4) 0 0
Vice Chairman of the Board 1997 246,700 0 0 0 0 0 0
Marc Finer 1999 225,571 0 0 0 150,000 0 0
President, Retail Division 1998 200,401 0 0 0 60,000(4) 0 0
1997 183,912 0 0 0 50,000 0 0
Claire Fair 1999 167,428 0 0 0 60,000 0 0
Vice President of Human 1998 116,980 0 0 0 26,500(4) 0 0
Resources 1997 114,980 0 0 0 15,000 0 0
Donovan Chin 1999 167,185 0 0 0 100,000 0 0
Chief Financial Officer, 1998 85,014 0 0 0 34,500(4) 0 0
Perfumania, Inc. and 1997 80,575 0 0 0 0 0 0
Secretary
</TABLE>
--------------
(1) The column for "Other Annual Compensation" does not include any amounts for
executive perquisites and any other personal benefits, such as the cost of
automobiles, life insurance and disability insurance because the aggregate
dollar amount per executive is less than 10% of his annual salary and
bonus.
(2) Ilia Lekach was re-appointed as Chief Executive Officer and Chairman of
the Board on October 28, 1998.
(3) Amount reported represents consulting fees paid to Ilia Lekach during
Fiscal 1998 prior to his employment with us.
(4) Includes options repriced effective October 28, 1998 in the following
amounts: Ilia Lekach (375,000); Jerome Falic (100,000); Marc Finer
(60,000); Claire Fair (21,500); and Donovan Chin (14,500).
4
<PAGE> 5
OPTION GRANTS TABLE
The following table sets forth certain information concerning grants of
stock options made during fiscal year 1999 to the Named Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL OPTION GRANTS IN FISCAL YEAR 1999
--------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF
GRANTED TO STOCK PRICE APPRECIATION
NUMBER OF EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN FISCAL PRICE PER EXPIRATION ------------------------------
NAME GRANTED 1999 (1) SHARE DATE 5% (2) 10% (2)
---- ---------------- -------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marc Finer 150,000 24% $3.13 2009 $295,266 $748,262
Claire Fair 60,000 10% $3.13 2009 $118,106 $299,305
Donovan Chin 100,000 16% $3.13 2009 $196,844 $498,841
</TABLE>
-------------
(1) Total stock option grants during fiscal 1999 were 624,250.
(2) In accordance with the rules of the Securities and Exchange Commission, the
potential realizable values for such options shown in the table presented
above are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the options were granted to their
expiration date. These assumed rates of appreciation do not represent our
estimate or projection of the appreciation of shares of our common stock.
5
<PAGE> 6
STOCK OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning option
exercises in fiscal year 1999 and the number of unexercised stock options held
by the Named Executive Officers as of January 29, 2000.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR-END(#) YEAR-END($)
ACQUIRED --------------------- -------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
--------------- ---------------- -------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Ilia Lekach -- -- 775,000/0 $3,475,063/0
Jerome Falic -- -- 334,500/0 $1,502,344/0
Marc Finer -- -- 177,000/0 $ 390,938/0
Claire Fair -- -- 77,000/0 $ 183,888/0
Donovan Chin -- -- 109,500/0 $ 222,906/0
</TABLE>
DIRECTOR COMPENSATION
We pay each nonemployee director a $6,500 annual retainer, and we
reimburse them for their expenses in connection with their activities as
directors. In addition, nonemployee directors are eligible to receive stock
options under the Directors Stock Option Plan.
The Directors Stock Option Plan currently provides for an automatic
grant of an option to purchase 2,000 shares of our common stock upon a person's
election as a director and an automatic grant of options to purchase 4,000
shares of our common stock upon such director's re-election to the Board, in
both instances at an exercise price equal to the fair market value of the common
stock on the date of the option grant.
EMPLOYMENT AGREEMENTS
Effective February 1, 1999, we entered into 3-year employment
agreements with Ilia Lekach and Jerome Falic pursuant to which they will receive
an annual salary of $400,000 and $318,347, respectively, subject to
cost-of-living increases, or 5% if higher. The employment agreements provide
that Mr. Lekach and Mr. Falic will continue to receive their annual salary until
the expiration of the term of their employment agreements if their employment is
terminated by us for any reason other than death, disability or cause (as
defined in the employment agreements). The agreements contain a performance
bonus plan which provides for additional compensation and grant of stock
options, if we meet certain net income levels. The employment agreements also
prohibit the employees from directly or indirectly competing with us during the
term of their employment and for one year after termination of employment except
in the case of our termination of employment without cause.
Effective December 1999, we entered into 3-year employment agreements
with Marc Finer, Claire Fair and Donovan Chin pursuant to which they will
receive an annual salary of $215,000, $160,000 and $160,000, respectively,
subject to specified increases. The employment agreements provide that Mr.
Finer, Ms. Fair and Mr. Chin will continue to receive their salary until the
expiration of the term of the employment agreements if their employment is
terminated by us for any reason other than death, disability or cause (as
defined in the employment agreements), as well as provisions for change in
control.
6
<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 24, 2000, information with
respect to the beneficial ownership of our Common Stock by (i) each person known
by us to beneficially own more than 5% of the outstanding shares of our Common
Stock, (ii) each of our directors, (iii) each Named Executive Officer, and (iv)
all of our directors and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED
-------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT
------------------------------------ ------ -------
<S> <C> <C>
Ilia Lekach 1,459,995(1)(2)(3)(4) 15.8%
Rachmil Lekach 775,125(1)(2)(4) 8.4%
Jerome Falic 700,332(1)(3)(4) 7.6%
Simon Falic 537,050(2)(4)(5) 5.8%
Marc Finer 177,000(1)(4) 1.9%
Donovan Chin 109,500(1)(4) 1.2%
Claire Fair 75,000(1)(4) *
A. Mark Young 50,000(1)(4) *
Robert Pliskin 12,000(1)(4) *
Carole A. Taylor 12,000(1)(4) *
Dr. Horatio Groisman 6,000(1)(4) *
Zalman Lekach 6,000(1)(4) *
Parlux Fragrances, Inc. 1,512,406(6) 16.4%
Eisenberg Partners, LLC 911,946(7) 9.77%
Mark A. Rice 880,630(8) 9.9%
All directors and executive officers as a group
(10 persons) 2,610,827 28.3%
</TABLE>
-----------
* Less than 1%.
(1) The address of each of the beneficial owner identified is 11701 NW 101st
Road, Miami, Florida 33178.
(2) Ilia Lekach, Simon Falic and Rachmil Lekach jointly own with their spouses
the shares set forth opposite their respective names.
(3) Includes 12,300 shares of Common Stock owned by Pacific Investment Group, a
corporation wholly owned by Mr. Lekach.
(4) Includes shares of Common Stock issuable upon the exercise of stock options
currently exercisable or exercisable within 60 days of May 24, 2000 in the
following amounts: Ilia Lekach (775,000); Rachmil Lekach (250,000); Jerome
Falic (334,500); Robert Pliskin (12,000); Marc Finer (177,000); Donovan
Chin (109,000); A. Mark Young (50,000); Claire Fair (77,000); Dr. Horatio
Groisman (6,000); Zalman Lekach (6,000) and Carole A. Taylor (12,000).
(5) The address of Simon Falic is 150 Harbor Way, Bal Harbour, Florida 33312.
(6) The address of Parlux Fragrances, Inc. is 3725 S.W. 30th Avenue, Ft.
Lauderdale, Florida 33154.
(7) Based on the Schedule 13D dated May 22, 2000 filed with the SEC by
Eisenberg Partners, L.L.C. ("Eisenberg"). Eisenberg is the manager or
investment manager and beneficially owns all shares of the following
entities: E.P. Opportunity Fund L.L.C. (352,023 shares), EP Opportunity
Fund International Ltd. (22,966 shares), EP.com Fund L.L.C. (466,919
shares) and EP.com Fund International, Ltd. (70,038 shares). The address
for each entity is 77 W. Wacker Drive, Chicago, Illinois 60601.
(8) Based on the Schedule 13D dated May 4, 2000 filed with the SEC by Mark A.
Rice. Mr. Rice is the sole member of the Managing Member which controls
both Namax Corporation (123,420 shares) and The dotCom Fund, L.L.C.
(757,210 shares). The address for each entity is 666 Dundee Road, Suite
1901, Northbrook, Illinois 60062.
7
<PAGE> 8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH PARLUX. Parlux Fragrances, Inc. is a public company
engaged in the manufacture of fragrances. Ilia Lekach, our Chairman of the Board
and Chief Executive Officer and one of our principal shareholders, is the
chairman of the board of Parlux. During fiscal year 1999, we purchased
approximately $30.1 million of merchandise from Parlux. We believe that our
purchases of merchandise from Parlux were, except for credit terms, on terms no
less favorable to us than could reasonably be obtained in arm's length
transactions with independent third parties. The amount due to Parlux at January
29, 2000, excluding amounts owed under the subordinated note discussed below,
was approximately $9,350,000. Amounts due to Parlux are non-interest bearing.
On August 31, 1999, we entered into a stock purchase agreement with
Parlux. The agreement called for the transfer of 1,512,406 shares of our common
stock to Parlux in consideration for a partial reduction of our outstanding
trade indebtedness balance of approximately $4.5 million. The transfer price was
based on a per share price of $2.98, which approximated 90% of the closing price
of our common stock for the previous 20 business days. We filed a registration
statement to permit Parlux to resell these shares in April 2000; however, this
registration statement is not effective as of the date hereof. As a result of
the transaction, we recorded a loss of approximately $314,000 which was charged
to cost of goods sold in the third quarter of fiscal year 1999. On October 4,
1999, we signed an $8,000,000 subordinated note agreement with Parlux, in
exchange for an equal reduction in the amount of our outstanding trade
indebtedness balance. The note is due on May 31, 2000 with various periodic
principal payments and bears interest at prime plus 1%. The note is subordinate
to all bank related indebtedness. As of January 29, 2000, we had paid $4,500,000
pursuant to the terms of the note. The outstanding amount of the indebtedness as
of January 29, 2000 is included in our consolidated balance sheet as
subordinated note payable, affiliate.
RELATIONSHIP WITH TAKE TO AUCTION.COM, INC. In December 1999, we loaned
$1 million to Take To Auction.Com, Inc., pursuant to the terms of a convertible
promissory note. Ilia Lekach, our Chairman and Chief Executive Officer and
Horacio Groisman, one of our Directors, are also the Chairman and Vice Chairman,
respectively, of Take To Auction and beneficially own 24.06% and 8.59%,
respectively, of the outstanding common stock of Take To Auction. Mr. Lekach's
shares in Take To Auction are held in a corporation of which he is the sole
shareholder. The principal balance of the note is payable on December 20, 2001,
and interest, which accrues at a rate of six percent per annum is payable
semi-annually on the 21st day of each June and December commencing June 21,
2000. We have the right to convert, for a period of 14 days after Take To
Auction's initial public offering, all of the principal amount of the note into
shares of the Take to Auction's common stock at a conversion price per share
equal to the initial public offering price of Take To Auction's common stock. We
currently expect Take To Auction to effect its initial public offering in June
2000. In March 2000, we loaned Take To Auction's an additional $1 million
pursuant to the terms of a convertible promissory note. The terms of the note
are the same as the December 1999 note described above, except that the
principal balance is payable on March 8, 2002 and interest is payable
semi-annually on the 9th day of each September and March, commencing September
9, 2000. Take To Auction also granted us warrants to purchase six hundred
thousand shares of its common stock at its initial public offering price. The
warrants are exercisable in whole or in part during the one year period
following the initial public offering.
RELATED PARTY INDEBTEDNESS. As of January 29, 2000, Ilia Lekach, our
Chairman and Chief Executive Officer was indebted to us pursuant to unsecured
notes in the amount of $1,532,649. The notes are unsecured, mature December 31,
2001 and bear an interest rate of prime plus two percent per annum. Principal
and interest are payable in full at maturity. Total interest income recognized
during fiscal year 1999 was approximately $70,000.
8
<PAGE> 9
In October 1999, Rachmil Lekach, one of our principal shareholders
issued us an unsecured promissory note in the principal amount of $756,000. As
of January 29, 2000, he was indebted to us in the amount of $779,594, including
interest. This note bears an interest rate of prime plus two percent per annum.
The note, including accrued interest, was repaid in April 2000.
9
<PAGE> 10
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements
An index to financial statements for the fiscal years ended January 29,
2000, January 30, 1999 and January 31, 1998 appears on page 23.
(2) Financial Statement Schedule
The following statement schedule for the fiscal years ended January 29,
2000, January 30, 1999 and January 31, 1998 are submitted herewith:
ITEM
FORM 10-K
NUMBER
PAGE
------
Schedule II - Valuation and Qualifying Accounts and
Reserves 43
All other financial schedules are omitted because they are not applicable,
or the required information is otherwise shown in the financial statements or
notes thereto.
10
<PAGE> 11
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
2.1 Agreement and Plan of Merger, dated January 28, 2000, by and among (1)
Perfumania, Inc., E Com Ventures, Inc. and E Com Sub, Inc. (Exhibit 2.1)
3.1 Amended and Restated Articles of Incorporation (Exhibit 3.1) (2)
3.2 Bylaws (Exhibit 3.2) (3)
4.1 Warrant Agreement between the Company and Josephthal, Lyon & Ross Incorporated (4)
(Exhibit 4.1)
10.1 Amendments to the Loan and Security Agreements between the Company and LaSalle (5)
National Bank dated July 29, 1994, and September 30, 1994 (Exhibit 10.3)
10.2 Amendments to the Loan and Security Agreements between the Company and LaSalle (6)
National Bank dated March 29, 1996 (Exhibit 10.4)
10.3 1991 Stock Option Plan, as amended (Exhibit 10.1) (7)
10.4 1992 Directors Stock Option Plan, as amended (Exhibit 10.6) (6)
10.5 Regulation S 5% Convertible Debentures Agreement (Exhibit 10.7) (6)
10.6 Regulation S Stock Subscription Agreement (Exhibit 10.8) (6)
10.7 Amendments to the Loan and Security Agreements between LaSalle National Bank dated
April 16, 1997 (8)
10.8 Executive Employment Agreements and Separation Agreements
10.8.1 Employment Agreement, dated as of February 1, 1999, between the Company
and Jerome Falic (Exhibit 10.10(c)) (9)
10.8.2 Employment Agreement, dated as of February 1, 1999, between the Company
and Ilia Lekach (Exhibit 10.10(d)) (9)
10.8.3 Separation Agreement, dated December 1, 1998, between the Company and Ron
Friedman (Exhibit 10.10(e)) (9)
10.8.4 Separation Agreement, dated January 29, 1999, between the Company and
Simon Falic (Exhibit 10.10(f)) (9)
10.8.5 Employment Agreement, dated as of December 24, 1999, between the
Magnifique Parfumes & Cosmetics, Inc. and Marc Finer (Exhibit 10.10(g)) (14)
10.8.6 Employment Agreement, dated as of December 24, 1999, between the Company
and Claire Fair (Exhibit 10.10(h)) (14)
10.8.7 Employment Agreement, dated as of December 24, 1999, between the Company
and Donovan Chin (Exhibit 10.10(i)) (14)
10.9 Form of Subscription Agreement, dated March 22, 1999, between the Company and the
investors set forth therein (Exhibit 10.11) (10)
10.10 Securities Purchase Agreement, dated April 28, 1999, between the Company and the
investors set forth therein (Exhibit 10.12) (10)
10.11 Securities Purchase Agreement, dated July 8, 1999, between the Company and the
investors set forth therein (Exhibit 10.13) (10)
10.12 Securities Purchase Agreement, dated March 9, 2000, between the Company
and the investors set forth therein (Exhibit 10.15) (11)
10.13 Securities Purchase Agreement, dated March 27, 2000, between the Company
and the investors set forth therein (Exhibit 10.16) (11)
10.14 Stock Purchase Agreement, dated August 31, 1999, by and between Parlux
Fragrances, Inc. and the Company (Exhibit 10.14) (11)
10.15 Stock Purchase Agreement, dated April 29, 2000, by and among the Company,
Zero.net, Inc. and Envision Development Corporation (Exhibit 2.1)
(12)
21.1 Subsidiaries of the Registrant (13)
23.1 Consent of PricewaterhouseCoopers LLP (13)
27.1 Financial Data Schedule (13)
</TABLE>
------------
(1) Incorporated by reference to the exhibit of the same description filed
with the Company's Form 8-K dated February 1, 2000.
(2) Incorporated by reference to the exhibit of the same description filed
with the Company's 1993 Form 10-K (filed April 28, 1994).
(3) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-1 (No. 33-46833).
(4) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-1 (No. 33-43556).
(5) Incorporated by reference to the exhibit of the same description filed
with the Company's 1994 Form 10-K (filed April 20, 1995).
(6) Incorporated by reference to the exhibit of the same description filed
with the Company's 1995 Form 10-K (filed April 26, 1996).
(7) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-8 (file number
333-30882) filed on February 22, 2000
(8) Incorporated by reference to the exhibit of the same description filed
with the Company's 1996 Form 10-K (filed May 2, 1997).
(9) Incorporated by reference to the exhibit of the same description filed
with the Company's 1998 Form 10-K/A (filed on May 28, 1999).
(10) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-1 (file number
333-80525).
(11) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-3 (file number
333-35580) filed on April 24, 2000
(12) Incorporated by reference to the exhibit of the same description filed
with the Company's Form 8-K dated May 10, 2000
(13) Previously filed with the Company's 1999 Form 10-K on May 15, 2000.
(14) Filed herewith.
(a) Reports on Form 8-K
None
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. May 30, 2000.
PERFUMANIA, INC.
By: /s/ ILIA LEKACH
----------------------------------
Ilia Lekach, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ILIA LEKACH Chairman of the Board and May 30, 2000
----------------------------- Chief Executive Officer
Ilia Lekach (Principal Executive
Officer)
/s/ JEROME FALIC President and Vice Chairman May 30, 2000
----------------------------- of the Board
Jerome Falic
/s/ A. MARK YOUNG Chief Financial Officer May 30, 2000
----------------------------- (Principal Accounting
A. Mark Young Officer and Principal
Financial Officer)
/s/ DONOVAN CHIN Director May 30, 2000
-----------------------------
Donovan Chin
/s/ MARC FINER Director May 30, 2000
-----------------------------
Marc Finer
Director May 30, 2000
-----------------------------
Robert Pliskin
/s/ CAROLE ANN TAYLOR Director May 30, 2000
-----------------------------
Carole Ann Taylor
/s/ HORACIO GROISMAN, M.D. Director May 30, 2000
-----------------------------
Horacio Groisman, M.D.
/s/ ZALMAN LEKACH Director May 30, 2000
-----------------------------
Zalman Lekach
</TABLE>
12
