<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(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 29, 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 No. 0-20234
TODAY'S MAN, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-1743137
--------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
835 Lancer Drive
Moorestown, New Jersey 08057
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (609) 235-5656
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock,
no par value 27,040,725
---------------- -----------------------------
(Title of Class) (Number of Shares Outstanding
as of April 28, 2000)
Common Stock Purchase Warrants 5,427,792
(Title of Class) (Number of Warrants Outstanding as of April 28, 2000)
Indicate by check mark whether the Registrant (i) 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 (ii) 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 or any
amendment to this Form 10-K. [X]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
The aggregate market value of voting and non-voting common equity held by
non-affiliates of the Registrant is $10,464,566 (1).
Documents incorporated by reference are listed in the Exhibit Index.
------------------------
(1) The aggregate dollar amount of the voting and non-voting common equity set
forth equals the number of shares of and warrants for the Company's Common
Stock outstanding, reduced by the amount of shares of and warrants for
Common Stock held by officers, directors and shareholders owning 10% or
more of the Company's Common Stock and Warrants for Common Stock,
multiplied by $.5625 and $.125, the last reported sale price for the
Company's Common Stock and Warrants on April 19, 2000. The information
provided shall in no way be construed as an admission that any officer,
director or 10% shareholder in the Company may be deemed an affiliate of
the Company or that such person is the beneficial owner of the shares
reported as being held by such person, and any such inference is hereby
disclaimed. The information provided herein is included solely for
recordkeeping purposes of the Securities and Exchange Commission.
<PAGE>
TABLE OF CONTENTS
Page
----
PART III
Item 10. Directors and Executive Officers of the Registrant...................1
Item 11. Executive Compensation...............................................3
Item 12. Security Ownership of Certain Beneficial Owners and Management.......8
Item 13. Certain Relationships and Related Transactions.......................9
PART IV
Signatures..........................................................12
--------------
As used in this Amendment No. 1 to Annual Report on Form 10-K, "fiscal
1991," "fiscal 1992," "fiscal 1993," "fiscal 1994," "fiscal 1995," "fiscal
1996," "fiscal 1997," "fiscal 1998," "fiscal 1999," "fiscal 2000," and "fiscal
2001," refer to the Company's fiscal years ended or ending February 1, 1992,
January 30, 1993, January 29, 1994, January 28, 1995, February 3, 1996, February
1, 1997, January 31, 1998, January 30, 1999, January 29, 2000, February 3, 2001
and February 2, 2002 respectively.
Today's Man(R) is a registered trademark of the Company.
In accordance with instruction G(3) to Form 10-K, Today's Man, Inc.
("Today's Man" or the "Company") is amending its Annual Report on Form 10-K
filed with the Securities and Exchange Commission on May 15, 2000 to provide the
information required in Part III.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth information concerning the Company's
directors. Information concerning the Company's executive officers who are not
directors is set forth in Item 4.1 of the Annual Report on Form 10-K previously
filed.
<TABLE>
<CAPTION>
Director Term
Name Age Position Since Expires
------------------------------------- ----- ----------------------------------------- -------- -------
<S> <C> <C> <C> <C>
David Feld......................... 52 Chairman of the Board, President and 1971 2001
Chief Executive Officer
Larry Feld (1)..................... 49 Vice President, Store Development, 1971 2003
Secretary and Director
Neal J. Fox........................ 65 Director 2000 2001
Verna K. Gibson (1)(2)............. 57 Director 1992 2003
Eli Katz........................... 28 Director 2000 2000
Leonard Wasserman.................. 74 Director 1992 2002
Bruce Weitz........................ 52 Director 2000 2000
</TABLE>
The following information about the Company's directors is based, in
part, upon information supplied by such persons.
Mr. David Feld has been with the Company continuously since he founded
it in 1971. He grew up in his family's retail business and opened the Company's
first store in Philadelphia in 1971. Mr. David Feld has served as Chairman of
the Board and Chief Executive Officer of the Company since its inception and,
except for the period from March 1995 until July 1995, also has served as
President of the Company. On February 2, 1996, Mr. Feld filed a voluntary
petition to reorganize under Chapter 11 of the United States Bankruptcy Code. On
August 13, 1997, the United States Bankruptcy Court for the District of New
Jersey confirmed Mr. Feld's Chapter 11 Plan.
Mr. Larry Feld has served as Vice President, Store Development since
1983 and as a Vice President, Secretary and Director of the Company since its
inception in 1971. Messrs. David Feld and Larry Feld are brothers.
Mr. Fox was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Fox was the Chief Executive Officer of Sulka, a
luxury menswear retailer based in New York City, from 1989 through 1999. From
1983 to 1988, Mr. Fox was employed by Garfinckel's, Raleigh's and Co. or its
predecessor, most recently as Chairman and Chief Executive Officer. Prior to
that, Mr. Fox was engaged in a retail and manufacturing consulting business from
1981 to 1983 and held senior management positions with I. Magnin (1976 to 1981),
Bergdorf Goodman (1975 to 1976) and Neiman Marcus (1966 to 1975).
<PAGE>
Mrs. Gibson is a retail consultant. From 1985 to 1991, Mrs. Gibson was
President and Chief Executive Officer of the LimitedStores Division of Limited
Stores, Inc., which she joined as a trainee in 1971. From January 1991 through
1995, Ms. Gibson served as President of Outlook Consulting Int., Inc. and in
January 1999, she resumed the position of President of Outlook Consulting Int.,
Inc. From December 1994 to July 1996, Mrs. Gibson served as Chairman of the
Board of Petrie Retail, Inc. Petrie Retail filed a voluntary petition to
reorganize under Chapter 11 of the United States Bankruptcy Code in October
1995. From 1993 to fall 1999, Ms. Gibson was a partner of Retail Options, Inc.,
a New York based retail consulting firm. Mrs. Gibson is also a director of
MothersWork, Inc. and Chicos FAS, Inc.
Mr. Katz was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Katz has been the Chief Executive Officer of
Lanac.com, an online retailer of upscale home furnishings and jewelry, since
1999. Prior to that, he was employed by iBeauty.com (formerly Fragrance
Counter.com, a subsidiary of Allou Health & Beauty Care), most recently as
President and Chief Operating Officer. This company is an online retailer of
prestige fragrances and cosmetics founded by Mr. Katz in 1995. From 1994 to
1995, Mr. Katz was employed by Allou Health & Beauty Care, a distributor of
health and beauty products, as Director of Special Sales.
Mr. Wasserman currently provides consulting services to the Company.
Mr. Wasserman joined the Company in 1983 as a consultant to assist in strategic
planning and marketing development and was appointed to the Office of the
President in 1991 and a director in 1992. Mr. Wasserman was named Executive Vice
President in 1995 and served in that position until his retirement in January
2000. Between 1982 and 1983, Mr. Wasserman was President and Chief Executive
Officer of the Lionel Corporation and, prior thereto, was President of its
Kiddie City Division for 11 years. Mr. Wasserman founded Kiddie City in 1957.
Mr. Weitz was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Weitz was the Chairman, President and Chief
Executive Officer of Duane Reade Drugstores, located in New York City, from 1992
to 1996. From 1988 to 1992, he was President and Chief Operating Officer of
Grossman's Inc., a Massachusetts based home improvement chain. Prior to that, he
was employed by First National Supermarkets, a Connecticut based supermarket
chain, most recently as President, Eastern Division.
Director Compensation
Each director of the Company who is not also an employee receives an
annual fee of $5,000 and a fee of $1,000 for each meeting of the Board or any
committee of the Board attended, plus reimbursement of expenses incurred in
attending meetings. All directors, including non-employee directors, are
entitled to receive options under the Management Stock Option Plan. In
connection with their appointment to the Board in May 2000, the Company granted
to each of Messrs. Fox, Katz and Weitz options to purchase 100,000 shares of
common stock at an exercise price of $0.5625 per share.
2
<PAGE>
Consulting Agreement with Leonard Wasserman
On January 31, 2000, the Company entered into a consulting agreement
with Leonard Wasserman, pursuant to which Mr. Wasserman retired as an employee
of the Company and agreed to provide consulting services for a period of 21
months for a consulting fee of $21,642.67 per month.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by regulation
of the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten-percent beneficial owners
were complied with during fiscal 1999.
Item 11. Executive Compensation.
Summary Compensation Table
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company for services rendered in
all capacities for fiscal 1999, fiscal 1998 and fiscal 1997.
3
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------------------------------------------------------------------------------------------------
Securities
Name and Fiscal Other Annual Underlying All Other
Principal Position Year Salary Bonus (1) Compensation Options Compensation (2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David Feld 1999 $190,000 $-- $-- -- $3,298
President and 1998 190,000 -- -- -- 3,649
Chief Executive Officer 1997 190,000 98,438 -- 250,000 3,800
Larry Feld 1999 189,615 -- -- -- 4,126
Vice President, 1998 172,308 __ -- -- 712
Store Development 1997 165,000 62,642 -- 100,000 714
Frank E. Johnson 1999 251,923 -- -- -- 4,005
Executive Vice 1998 218,462 -- -- -- 3,662
President and Chief 1997 194,615 97,401 -- 200,000 3,800
Financial Officer
David Mangini (3) 1999 207,692 -- -- 200,000 --
Executive Vice President 1998 -- -- -- -- --
and Chief Merchandising 1997 -- -- -- -- --
Officer
Leonard Wasserman (4) 1999 250,000 -- __ -- 4,000
Executive Vice President, 1998 250,000 __ -- -- 3,514
Operations 1997 250,000 119,713 -- 200,000 3,800
</TABLE>
----------------------
(1) Represents bonuses earned under the Retention Bonus Plan and Incentive
Plan. Bonuses earned under the Incentive Plan were paid in the following
fiscal year.
(2) Represents the Company's matching contribution under the 401(k) Profit
Sharing Plan.
(3) Mr. Mangini joined the Company in July 1999.
(4) Mr. Wasserman retired in January 2000.
4
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning stock
options granted under the Management Stock Option Plan during fiscal 1999 to the
executive officers of the Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Potential Realized Value
at Assumed Annual
Rates of Stock Price
Appreciation For
Individual Grants Option Term (1)
------------------------------------------------------------------ ------------------------
Percent of
Number of Total Options
Securities Granted to
Underlying Employees Exercise Expiration
Name Options Granted In Fiscal Year Price Date 5% 10%
--------------------------------- ---------------- --------------- -------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
David Feld....................... -- -- -- -- -- --
Larry Feld....................... -- -- -- -- -- --
Frank E. Johnson................. -- -- -- -- -- --
David Mangini.................... 200,000 55% $ 2.38 8/18/09 $0 $0
Leonard Wasserman................ -- -- -- -- -- --
</TABLE>
----------------------------
(1) Shows the difference between the market value of the Common Stock for which
the option may be exercised, assuming that the market value of the Common
Stock appreciates in value from the date of grant to the end of the
ten-year option term at annualized rates of 5% and 10%, respectively, less
the exercise price of the option. The rates of appreciation used in this
table are prescribed by regulations of the Securities and Exchange
Commission and are not intended to forecast future appreciation of the
market value of the Common Stock.
Aggregated Option Exercises in Last Year and Fiscal Year-End Option Values
The following table sets forth certain information concerning the number
and value of unexercised options held at the end of fiscal 1999 by the executive
officers of the Company named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options at Fiscal Year-End Fiscal Year-End
Name Exercise Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable (2)
----------------------------- ------------ ----------- --------------------------- -----------------------------
<S> <C> <C> <C> <C>
David Feld................... -- -- 200,000/50,000 $0/$0
Larry Feld................... -- -- 80,000/20,000 0/0
Frank E. Johnson............. -- -- 160,000/40,000 0/0
David Mangini................ -- -- 40,000/160,000 0/0
Leonard Wasserman (3)........ -- -- 160,000/40,000 0/0
</TABLE>
--------------------------
(1) No options were exercised by the named executive officers in fiscal 1999.
(2) The last sale price of the Common Stock on January 29, 2000, the last
trading day in fiscal 1999, as reported on the Nasdaq National Market
System, was $0.65625 per share. All of the options in the above table have
an exercise price of $2.38 per share.
(3) Mr. Wasserman retired in January 2000 and his options subsequently expired.
5
<PAGE>
Management Stock Option Plan
The Company's Management Stock Option Plan ("Management Plan") was
adopted by the Board in July 1997 and approved by the Bankruptcy Court on
December 12, 1997. The purpose of the Management Plan is to attract and retain
officers, key employees and directors and to provide additional incentive to
them by encouraging them to invest in the Common Stock and acquire an increased
personal interest in the Company's business. The Management Plan replaced the
Company's Employee Stock Option Plan, Director Stock Option Plan and 1995
Non-Employee Director Stock Option Plan (the "Prior Plans"). All of the options
which were outstanding under the Prior Plans terminated automatically upon the
confirmation of the Company's Plan of Reorganization. Payment of the exercise
price for options granted under the Management Plan may be made in cash, shares
of Common Stock or a combination of both. Options granted pursuant to the
Management Plan may not be exercised more than ten years from the date of grant.
All officers, key employees and directors of the Company or any of its
current or future parents or subsidiaries are eligible to receive options under
the Management Plan. No individual may receive options under the Management Plan
for more than 25% of the total number of Shares of Common Stock authorized for
issuance under the Management Plan.
The Management Plan is administered by the Compensation Committee of
the Board of Directors. The Compensation Committee selects the optionees and
determines the nature of the option granted, the number of shares subject to
each option, the option vesting schedule and other terms and conditions of each
option. The Board of Directors may modify, amend, suspend or terminate the
Management Plan, provided that such action may not affect outstanding options.
Options to purchase an aggregate of 2,450,000 shares of Common Stock
may be granted pursuant to the Management Plan (subject to appropriate
adjustments to reflect changes in the capitalization of the Company). Options
granted under the Management Plan may be incentive stock options ("Incentive
Options") intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended, or options not intended to so qualify ("Non-Qualified
Options"). The option price for Incentive Options issued under the Management
Plan must be equal at least to the fair market value of the Common Stock on the
date of the grant of the option, provided, however, that if an Incentive Option
is granted to an individual who, at the time the option is granted, is deemed to
own more than 10 percent of the total combined voting power of all classes of
stock of the Company (a "10% Shareholder"), the option price will be at least
110 percent of the fair market value on the date of grant. The option price for
Non-Qualified Options issued under the Management Plan may, in the sole
discretion of the Committee, be less than the fair market value of the Common
Stock on the date of the grant of the option. The fair market value of the
Common Stock on any date shall be determined by the Committee in accordance with
the Management Plan and generally shall be the last reported sale price of the
Common Stock on the Nasdaq National Market on such date, or if no sale took
place on such day, the last such date on which a sale took place.
6
<PAGE>
All unexercised options terminate three months following the date an
optionee ceases to be employed by the Company or any parent or subsidiary of the
Company, other than by reason of disability or death (but not later than the
expiration date), whether or not such termination is voluntary, except that if
an optionee is terminated for cause, all unexercised options will terminate
immediately. Any option held by an employee who dies or who ceases to be
employed because of disability must be exercised by the employee or his
representative within one year after the employee dies or ceases to be an
employee (but not later than the expiration date). Options are not transferable
except in the event of death to the decedent's estate. No options may be granted
under the Management Plan after July 30, 2007.
Severance Plan. The Company adopted a Severance Plan to encourage the
continued employment of its employees during the Company's bankruptcy
proceeding. The provisions of the Severance Plan continued upon the Company's
emergence from its bankruptcy proceedings. All employees are entitled to
participate in the Severance Plan. In the event an employee's employment is
terminated by the Company without "Cause," such employee will be entitled to a
continuation of his or her base salary for a period of time based on the
individual's position and, in some cases, length of service with the Company.
"Cause" is defined as the willful and continued failure of the employee to
perform his or her duties or the willful engaging by employee in illegal conduct
or gross misconduct materially injurious to the Company. In addition, the
employee is entitled to continued medical benefits during the severance period,
subject to reduction or elimination in the event that the employee obtains
medical benefits as a result of new employment. Under the Severance Plan,
executive officers will be entitled to receive their base salary for from six to
18 months after termination of their employment without Cause, depending on
their position, except that any compensation received by an executive officer
who is a Vice President or above as a result of new employment obtained during
the severance period will be set off against and reduce up to a maximum of
one-half of the amount of severance payable to the former executive officer.
Change in Control Plan. The Company adopted a Change in Control Plan
for its executive officers and vice presidents which provides that, in the event
their employment is terminated by such employee voluntarily for "good cause" or
involuntarily without cause, they will be entitled to a lump sum cash payment
consisting of their base salary through the date of termination, a proportionate
bonus based upon the highest annual bonus, a pro rata retention bonus, if
applicable, one or two times, depending on their position, the executive's base
salary equal to or greater than the highest base salary paid to the executive by
the Company during the previous year and unpaid deferred compensation and
vacation pay. In addition, the executive is entitled to continued employee
welfare benefits for one or two years, depending upon their position. There is
no obligation under the part of the executive to mitigate damages. Good reason
means: the diminution of responsibilities, assignment to inappropriate duties,
adjustments to compensation or benefits provisions such that (a) the monthly
base salary is less than the highest monthly base salary paid to the executive
by the Company during the previous year, (b) annual incentive bonus
opportunities which are substantially similar to those which were available
prior to the change of control, (c) any earned retention bonus which is not paid
7
<PAGE>
according to the award schedule or (d) savings, welfare benefits, fringe
benefits or retirement plan participation which is not substantially similar to
that which was in effect prior to the change of control, transfer more than 50
miles, a purported termination of the Agreement by the Company other than in
accordance with the Agreement, or failure of the Company to require any
successor to the Company to comply with the Agreement. Determination by the
executive of "good reason" shall be conclusive if made in good faith.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of May 26, 2000 certain information
with respect to the beneficial ownership of the Common Stock (i) by each person
who is known by the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) by each director of the Company, (iii) by each executive
officer of the Company named in the Summary Compensation Table and (iv) by all
directors, nominees for directors and executive officers of the Company as a
group. Except as otherwise indicated, the beneficial owners of the Common Stock
listed below have sole investment and voting power with respect to such shares.
<TABLE>
<CAPTION>
Shares
Beneficially Owned (1)
--------------------------------------
Number Percent
--------------------------------------
<S> <C> <C>
David Feld (2).......................................... 10,533,090 35.9%
Larry Feld (3) ......................................... 346,916 1.3
Neal J. Fox (4)......................................... 20,000 *
Verna K. Gibson (5)..................................... 392,500 1.5
Frank E. Johnson (6).................................... 189,633 *
Eli Katz (4)............................................ 25,000 *
Bernard J. Korman (7)................................... 1,525,000 5.6
David Mangini (8)....................................... 40,000 *
Leonard Wasserman (9)................................... 415,740 1.5
Bruce Weitz (4)......................................... 20,000 *
All directors and executive officers as a group (total
of 10 persons) (10)................................... 12,070,705 40.3
</TABLE>
----------------------------
* Less than one percent.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
include securities owned by or for the spouse, children or certain other
relatives of such person as well as other securities as to which the person
has or shares voting or investment power or has the right to acquire within
60 days after May 26, 2000. The same shares may be beneficially owned by
more than one person. Beneficial ownership may be disclaimed as to certain
of the securities.
(2) Includes Warrants to purchase 2,074,789 shares and options to purchase
200,000 shares under the Management Stock Option Plan. Also includes 1,175
shares and Warrants to purchase 587 shares allocated to Mr. David Feld's
8
<PAGE>
account in the 401(k) Profit Sharing Plan and 210,000 shares currently held
by Mr. Feld which are subject to an option purchase agreement held by Alex.
Brown Incorporated. A total of 5,439,578 shares have been pledged by Mr.
David Feld to secure certain personal loans. Excludes 124,100 shares and
Warrants to purchase 62,050 shares held in trusts for the benefit of Mr.
David Feld's children, as to which Mr. David Feld disclaims beneficial
ownership. Mr. David Feld's address is c/o Today's Man, Inc., 835 Lancer
Drive, Moorestown, New Jersey 08057.
(3) Includes Warrants to purchase 60,213 shares and options to purchase 80,000
shares under the Management Stock Option Plan. Also includes 1,197 shares
and Warrants to purchase 598 shares allocated to his account in the 401(k)
Profit Sharing Plan and includes 100 shares and Warrants to purchase 50
shares held by Mr. Larry Feld in trust for his son.
(4) Includes options to purchase 20,000 shares under the Management Stock
Option Plan.
(5) Includes 87,500 shares and Warrants to purchase 25,000 shares held in an
Individual Retirement Account for Ms. Gibson. Also includes options to
purchase 80,000 shares under the Management Stock Option Plan.
(6) Includes Warrants to purchase 7,733 shares and options to purchase 160,000
shares under the Management Stock Option Plan. Also includes 2,199 shares
and Warrants to purchase 735 shares allocated to his account in the 401(k)
Profit Sharing Plan.
(7) Based on information contained in a Schedule 13D filed by Mr. Korman with
the SEC on March 3, 1998 and information provided by the Company's transfer
agent. Mr. Korman's address is c/o Philadelphia Health Care Trust, 22nd and
Chestnut Streets, Philadelphia, PA 19103.
(8) Represents options to purchase 40,000 shares under the Management Stock
Option Plan.
(9) Includes 31,878 shares which Mr. Wasserman has agreed to transfer to the
Company as part of the forgiveness of certain debt owed to the Company.
Also includes Warrants to purchase 39,950 shares. Also includes 2,131
shares and Warrants to purchase 609 shares allocated to his account in the
401(k) Profit Sharing Plan and 124,100 shares and Warrants to purchase
62,050 shares held in trusts for the benefit of Mr. David Feld's children
for which trusts Mr. Wasserman is trustee. Excludes shares held in trusts
for the benefit of Mr. Wasserman's children and grandchildren. Mr.
Wasserman disclaims beneficial ownership as to all such trust shares.
(10) Includes in the aggregate, options to purchase 652,000 shares under the
Management Stock Option Plan and Warrants to purchase 2,182,935 shares,
held by all directors and executive officers as a group.
Item 13. Certain Relationships and Related Transactions.
Certain Transactions
Executive Equity Plan Loans. The Company made loans to the former
participants of the Company's Executive Equity Plan to permit them to pay their
federal and state income tax resulting from the termination of that plan in 1992
and the conversion of the participant's interests in the plan into shares of
Common Stock, including loans of $239,085 to Mr. Wasserman, $272,798 to Mr.
Larry Feld and $30,112 to Mr. Johnson. These loans bear interest at 1% above the
prime rate, were payable in a single payment of principal and interest on April
14, 1996 (plus a 30 day grace period), subject to prepayment if the shares are
sold or the participant's employment with the Company terminates, and are
secured by a pledge of a portion of the shares. The Company believes that the
9
<PAGE>
interest rate of these loans was comparable to the interest rate that
participants could obtain from unaffiliated parties but that the repayment terms
are more favorable. Certain of these loans, including Messrs. Larry Feld's and
Johnson's loans, are past due. The Company currently is evaluating appropriate
arrangements with the obligors of these loans. In connection with the retirement
of Mr. Wasserman and his agreement to provide consulting services to the
Company, in February 2000 the Company forgave principal and interest of
$293,957.88 owed by Mr. Wasserman to the Company and Mr. Wasserman agreed to
transfer to the Company 31,878 shares of common stock which had been pledged to
the Company to secure such debt.
Leases. The Company leases its executive offices, distribution center
and certain adjoining land, located in Moorestown, New Jersey, and three of its
superstores from Mr. David Feld. Set forth below is information with respect to
those leases. Except as noted below, the Company pays an annual base rental and
all operating expenses during the term of the lease, including property taxes
and insurance. None of the leases have unexercised renewal options.
<TABLE>
<CAPTION>
Lease Lease
Commencement Termination Annual Base
Location Date Date Rental (1)
-------------------------------------- ------------ ----------- -------------
<S> <C> <C> <C>
Center City Philadelphia, PA.......... 1980 2014 $ 364,997 (2)
Deptford, NJ.......................... 1985 2013 245,604 (3)
Moorestown, NJ........................ 1988 2009 739,200
Langhorne, PA......................... 1988 2008 378,482 (3)
</TABLE>
----------------------------
(1) Does not include taxes, insurance and other operating expenses payable by
the Company.
(2) The Company intends to close this store in the third quarter of fiscal
2000.
(3) Increases annually based upon increases in the Consumer Price Index.
The Company leases from Mr. David Feld a parcel of land adjacent to the
Company's Montgomeryville store for use as a parking lot pursuant to a two year
lease which expired in March 1994. The Company paid an annual base rental of
$81,000 plus all operating expenses during the term of this lease. The Company
continues to lease this parcel on a month-to-month basis pending the execution
of a new lease.
In fiscal 1999, the Company paid an aggregate of $1,817,300 to Mr.
David Feld under all leases with him. The Company believes that the terms of
each of the leases with Mr. David Feld are no less favorable to the Company than
those generally available from unaffiliated third parties. The Company will not
lease additional facilities to or from any officers, directors or affiliated
parties without the approval of its non-employee directors.
Tax Indemnification Agreement. From January 1, 1987 to January 30,
1992, the Company was subject to taxation under Subchapter S of the Internal
Revenue Code of 1986. As a result, the net income of the Company, for federal
and certain state income tax purposes, was reported by and taxed directly to Mr.
David Feld, the Company's sole shareholder at such time, rather than to the
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Company. In connection with the Company's initial public offering, the Company
entered into a tax indemnification agreement, as amended, with Mr. David Feld
which provided for, among other things (i) an indemnification by the Company of
Mr. Feld for any losses or liabilities with respect to any additional taxes
(including interest, penalties, legal fees and any additional taxes resulting
from any indemnification) resulting from the Company's operations during the
period in which it was an S Corporation and (ii) an indemnification by Mr. Feld
of the Company for the amount of any tax refund received by Mr. Feld due to a
reduction in his share of the Company's S Corporation earnings for calendar year
1991 and the period from January 1 through January 30, 1992 less any income
payable by Mr. Feld with respect to distributions to him from January 1, 1991
through September 15, 1993.
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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 No. 1 to
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized on May 26, 2000.
TODAY'S MAN, INC.
By: /s/ David Feld
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David Feld
Chairman of the Board, President and Chief
Executive Officer
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