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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 9, 1999
DANSKIN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20382 62-1284179
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
530 SEVENTH AVENUE, M1, NEW YORK, NY 10018
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 764-4630
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111 WEST 40TH STREET, NEW YORK, NY 10018
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On December 9, 1999, Danskin, Inc. (the "Company") announced that it had
successfully completed a financing arrangement (the "Financing") consisting of
the issuance of approximately $15.2 million of the Company's 9% Series E Senior
Step-Up Convertible Preferred Stock (the "Series E Stock") and the securing of
$4.2 million of additional senior term debt. The terms of the Series E Stock are
set forth in the Certificate of Designations, Preferences and Rights relating to
the Series E Stock, as filed with the Secretary of State of the State of
Delaware on December 6, 1999 and attached to this Form 8-K as Exhibit 4.1.
In addition, Century Business Credit Corporation, the Company's senior
secured lender, (i) expanded the Company's term loan facility by approximately
$4.0 million, providing an aggregate $11.5 million, five-year term loan
facility, with interest only payable for the first two years, and (ii) extended
the term of the Company's revolving credit facility for five years, through
December 2004.
In connection with the Financing, all of the Company's Series D Cumulative
Convertible Preferred Stock (the "Series D Stock") was automatically converted
into shares of common stock, par value $0.01 per share, of the Company in
accordance with the terms and conditions set forth in the Certificate of
Designations, Preferences and Rights relating to the Series D Stock, as filed
with the Secretary of State of the State of Delaware on September 22, 1997 and
attached as Exhibit 4.2.3 to the Form 8-K filed with the Commission on October
7, 1997, and as amended by the Certificate of Amendment to Certificate of
Designations, Preferences and Rights relating to the Series D Stock, as filed
with the Secretary of State of the State of Delaware on December 6, 1999 and
attached to this Form 8-K as Exhibit 4.2.
A copy of the press release issued by the Company with respect to the
Financing is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. RELATED FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
4.1 Certificate of Designations, Preferences and Rights of 9%
Series E Senior Step-Up Convertible Preferred Stock of
Danskin, Inc.
4.2 Certificate of Amendment to Certificate of Designations,
Preferences and Rights of Series D Cumulative Convertible
Preferred Stock of Danskin, Inc.
99.1 Press release issued by Danskin, Inc. on December 9, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DANSKIN, INC.
(Registrant)
Date: December 20, 1999 By: /s/ DONALD SCHUPAK
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Name: Donald Schupak
Title: Chairman of the Board of
Directors
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INDEX TO EXHIBITS
Exhibit No. Page No.
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4.1 Certificate of Designations, Preferences and Rights of 9% Series E
Senior Step- Up Convertible Preferred Stock of Danskin, Inc.
4.2 Certificate of Amendment to Certificate of Designations, Preferences
and Rights of Series D Cumulative Convertible Preferred Stock of
Danskin, Inc.
99.1 Press release issued by Danskin, Inc. on December 9, 1999
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EXHIBIT 4.1
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
9% SERIES E SENIOR STEP-UP CONVERTIBLE PREFERRED STOCK
OF
DANSKIN, INC.
DANSKIN, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY THAT:
A. Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and pursuant to the provisions of section 151 of the General
Corporation Law of the State of Delaware, the Board of Directors, pursuant to a
meeting held on December 6, 1999 adopted the following resolution providing for
the designations, preferences and relative, participating, optional and other
rights, and the qualifications, limitations and restrictions of the 9% Series E
Senior Step-up Convertible Preferred Stock.
WHEREAS, the Certificate of Incorporation of the Corporation
provides for two classes of shares known as common stock, $.01 par value per
share (the "Common Stock"), and preferred stock, $.01 par value per share
("Preferred Stock"); and
WHEREAS, the Board of Directors of the Corporation is authorized by
the Certificate of Incorporation to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in such series and to fix the designations,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors deems it
advisable to, and hereby does, designate a Series E Convertible Preferred Stock
and fixes and determines the rights, preferences, qualifications, limitations
and restrictions relating to the Series E Convertible Preferred Stock as
follows:
1. DESIGNATION. The shares of such series of Preferred Stock shall be
designated "9% Series E Senior Step-Up Convertible Preferred Stock" (referred to
herein as the "Series E Stock").
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2. AUTHORIZED NUMBER. The number of shares constituting the Series E Stock
shall be 4,000.
3. RANKING. The Corporation's Series E Stock shall rank, as to dividends
and upon Liquidation (as defined in Section 5(a) hereof), senior and prior to
the Corporation's Common Stock and to all other classes or series of stock
issued by the Corporation, except as otherwise approved by the affirmative vote
or consent of the holders of shares of Series E Stock pursuant to Section 10(b)
hereof.
4. DIVIDENDS.
(a) DIVIDEND RATE AND PROCEDURE. From and after the date of issuance
of Series E Stock (the "Original Issue Date") until the fifth anniversary
of the Original Issue Date (the "Initial Dividend Period"), subject to
paragraph (b) below, dividends shall accrue on such shares at an initial
rate of 9% per share of the Series E Issue Price (as defined in Section
5(a)) per annum, payable quarterly in cash; PROVIDED, that the Corporation
may at its sole option pay a portion of such dividend equal to 2% per
annum of the Series E Issue Price payable quarterly in whole or in part in
shares of common stock, $.01 par value per share of the Corporation
("Common Stock") (or fractions thereof), in an amount equal to such
dividend, valued at its Market Price (as defined below) (the "PIK
Dividend"). Subsequent to the Initial Dividend Period, dividends shall
accrue on Series E Stock at a rate of 14% per share of the Series E Issue
Price per annum, payable quarterly in cash only. The holders of Series E
Stock shall be entitled to receive such dividends when and as declared by
the Board of Directors of the Corporation, in cash or Common Stock as
provided above, out of assets legally available for such purpose,
quarterly in arrears on the last day of March, June, September and
December in each year following the Original Issue Date. Dividends on the
Series E Stock shall be cumulative so that if, for any dividend accrual
period, cash dividends at the rate hereinabove specified are not declared
and paid or set aside for payment, the amount of accrued but unpaid
dividends shall accumulate without interest and shall be added to the
dividends payable for subsequent dividend accrual periods and upon any
redemption or conversion of shares of Series E Stock. For the avoidance of
doubt, if for any period the Corporation pays the PIK Dividend and does
not pay the balance of the dividend due for such period in cash, then the
dividend accrual shall be based only on the cash portion not paid
currently. If the shares of Series E Stock are issued on a date which does
not coincide with a dividend payment date, then the initial dividend
accrual period applicable to such shares shall be the period from the
Original Issue Date through whichever of March 31, June 30, September 30
or December 31 next occurs after the Original Issue Date. In such case,
the dividend payable with respect to the initial dividend accrual period
shall be an amount equal to the quotient of (1) the product of (x) the
number of days in the initial dividend accrual period, as calculated
above, TIMES (y) the interest rate at which dividends shall accrue for
such period TIMES (z) the Series E Issue Price DIVIDED BY (2) 365. If the
date fixed for payment of a final liquidating distribution on any shares
of Series E Stock, or the date on which any shares of Series E Stock are
redeemed or converted into Common Stock does not
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coincide with a dividend payment date, then subject to the provisions
hereof relating to such payment, redemption or conversion, the final
dividend accrual period applicable to such shares shall be the period from
whichever of January 1, April 1, July 1 or October 1 most recently
precedes the date of such payment, conversion or redemption through the
effective date of such payment, conversion or redemption. In such case,
the dividend payable with respect to the final dividend accrual period
shall be an amount equal to the quotient of (1) the product of (x) the
number of days in the final dividend accrual period, as calculated above,
TIMES (y) the interest rate at which dividends shall accrue for such
period TIMES (z) the Series E Issue Price DIVIDED BY (2) 365. The rate at
which dividends are paid shall be adjusted for any combinations or
divisions or similar recapitalizations affecting the shares of Series E
Stock. Without the written consent of the holders of at least 662/3% of
the then outstanding Series E Stock, the Corporation shall not declare or
pay any cash dividend on, or redeem or repurchase or make any other
distribution in cash in respect of, any other equity securities of the
Corporation unless at the time of such declaration, payment or
distribution all dividends on the Series E Stock accrued for all past
dividend accrual periods shall have been paid and the full dividends
thereon for the current dividend period shall be paid or declared and set
aside for payment. Notwithstanding the above restrictions, the Corporation
may (i) repurchase any redeemed capital stock of the Corporation in
accordance with the provisions of the Corporation's Savings Plan and
otherwise; and (ii) issue capital stock upon any cashless exercise in
accordance with the Corporation's stock option plans and warrants.
"Market Price" means, with respect to the shares of Common Stock:
(a) if the shares are listed or admitted for trading on any national
securities exchange or included in The Nasdaq National Market or Nasdaq
SmallCap Market, the average, over the immediately preceding twenty (20)
trading days, of the last reported sales price for each trading day, as
reported on such exchange or market; (b) if the shares are not listed or
admitted for trading on any national securities exchange or included in
The Nasdaq National Market or Nasdaq SmallCap Market, the average, over
the immediately preceding twenty (20) trading days, of the average of the
last reported closing bid and asked quotation for the shares for each
trading day, as reported on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is
not reporting such information; (c) if the shares are not listed or
admitted for trading on any national securities exchange or included in
The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ
or a similar service, the average, over the immediately preceding twenty
(20) trading days, of the average of the last reported bid and asked
quotation for the shares for each trading day as quoted by a market maker
in the shares (or if there is more than one market maker, the bid and
asked quotation shall be obtained from two market makers and Market Price
shall be the average, over the immediately preceding twenty (20) trading
days, of the average of the lowest bid and highest asked quotation for
each trading day). In the absence of any available public quotations for
the Common Stock, the Board of Directors of the Corporation shall
determine in good faith the fair value of the Common Stock, which
determination shall be set forth in a certificate by the Secretary of the
Corporation.
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(b) NASDAQ LISTING; POSSIBLE DIVIDEND RATE CHANGE. The Corporation
will use its reasonable best efforts to cause the Common Stock to be
listed on the Nasdaq SmallCap Market or the Nasdaq National Market (the
"Nasdaq Listing") promptly as feasible after the Original Issue Date. If
the Corporation does not achieve a Nasdaq Listing for the Common Stock
within eighteen (18) calendar months of the Original Issue Date, then
beginning on the first day of the nineteenth (19th) calendar month after
the Original Issue Date, dividends shall accrue on Series E Stock at a
rate of 14% per share of the Series E Issue Price per annum, payable
quarterly in cash only. Dividends will continue to accrue under the
provisions of this paragraph (b) until the Nasdaq Listing is effected and
thereafter shall accrue as provided for in paragraph (a) above.
5. LIQUIDATION.
(a) LIQUIDATION PROCEDURE. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary (each such
event, a "Liquidation Event"), the holders of Series E Stock shall be
entitled, before any distribution or payment is made upon any Common Stock
or any other class or series of stock ranking junior to the Series E Stock
as to distribution of assets upon liquidation, to be paid an amount equal
to $5,000 per share of Series E Stock (the "Series E Issue Price") (as
adjusted for any combinations, divisions or similar recapitalizations
affecting the shares of Series E Stock but not the Common Stock or any
other securities of the Company into which the Series E Stock may be
converted from time to time) plus all accrued and unpaid dividends to such
date (such dividends together with the Series E Issue Price being herein
referred to as the "Liquidation Payments" and the date on which the
Liquidation Payments are made being herein referred to as the "Liquidation
Date"). If upon any Liquidation Event, the assets to be distributed among
the holders of Series E Stock shall be insufficient to permit payment in
full to the holders of Series E Stock of the Liquidation Payments, then
the assets available for distribution to the holders of Series E Stock
shall be distributed ratably among such holders in proportion to the full
respective distributive amounts to which they are entitled.
(b) REMAINING ASSETS. Upon any Liquidation Event, after the holders
of Series E Stock shall have been paid in full the Liquidation Payments,
the remaining assets of the Corporation may be distributed ratably per
share in order of preference to the holders of Common Stock and any other
class or series of stock ranking junior to the Series E Stock as to
distribution of assets upon liquidation.
(c) LIQUIDATION NOTICE. At least thirty (30) days prior to a
Liquidation Date, written notice (a "Liquidation Notice"), shall be mailed
by means of first-class mail, postage pre-paid, to each holder of record
of the Series E Stock at his, her or its address last shown on the records
of the Corporation. Any Liquidation Notice mailed in this manner shall
conclusively be deemed to have been duly given whether or not the
Liquidation Notice is in fact received. The Liquidation Notice shall
state:
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(i) the Liquidation Date;
(ii) the amount of the Liquidation Payments;
(iii) the place where the Liquidation Payments shall be
payable;
(iv) the Conversion Rate then in effect; and
(v) that any holder of Series E Stock who does not want to
receive the Liquidation Payments applicable to his, her
or its Series E Stock will have the option to convert
his, her or its shares of Series E Stock into Common
Stock of the Corporation and that the right to convert
shares of Series E Stock into Common Stock will
terminate at the close of business on the day next prior
to the Liquidation Date.
(d) LIQUIDATING MERGER. If the Corporation, at any time, intends to
sell, lease or otherwise dispose of all or substantially all of the assets
of the Corporation or effect any transaction or series of related
transactions in which more than 50% of the voting power of the Corporation
is transferred or merge or consolidate with or into any other corporation,
corporations or other entity or entities (other than a merger or
consolidation in which the holders of Series E Stock receive securities of
the surviving corporation having substantially similar rights to the
Series E Stock and in which the shareholders of the Corporation
immediately prior to such transaction are holders of at least a majority
of the voting securities of the surviving corporation immediately
thereafter) (each such event, a "Liquidating Merger"), then the
Corporation shall given written notice to each holder of Series E Stock no
less than 20 days prior to the closing of any such transaction notifying
the holders of Series E Stock of the terms and timing of the closing of
such transaction and of the rights of the holders of Series E Stock
hereunder. The Liquidating Merger shall be treated as a Liquidation Event
and, notwithstanding any other provision herein, the proceeds of any such
transaction shall be distributed among the holders of Series E Stock and
the Common Stock (and any other class or series of stock ranking junior to
the Series E Stock as to distribution of assets on liquidation) as
provided in Sections 5(a) and (b).
6. CONVERSION.
(a) OPTIONAL CONVERSION. Subject to the limitations set forth below,
at any time, each share of Series E Stock shall be convertible (subject to
there being sufficient available authorized shares of Common Stock into
which to convert), at the option of the holder of record thereof, into
fully paid and nonassessable shares of Common Stock at the Conversion Rate
and Conversion Price (both as defined in paragraph (b) below) then in
effect upon surrender to the Corporation or its transfer agent of the
certificate or certificates representing the Series E Stock to be
converted, as provided below, or if the holder notifies the Corporation or
its transfer agent that such certificate or certificates have been lost,
stolen or
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destroyed, upon the execution and delivery of an agreement satisfactory to
the Corporation to indemnify the Corporation from any losses incurred by
it in connection therewith.
(b) BASIS FOR CONVERSION; CONVERTED SHARES. The basis for any
conversion under this Section 6 shall be the "Conversion Rate" in effect
at the time of conversion, which for the purposes hereof shall mean the
number of shares of Common Stock issuable for each share of Series E Stock
surrendered for conversion under this Section 6. Initially, the Conversion
Rate shall be 16,129, I.E., 16,129 shares of Common Stock for each share
of Series E Stock being converted. The Conversion Rate shall be subject to
adjustment as provided in Section 8 below. As used herein, the term
"Conversion Price" shall be an amount computed by dividing the Series E
Issue Price by the Conversion Rate then in effect. Initially, the
Conversion Price shall be $0.31 per share of Common Stock (the "Initial
Conversion Price"). If a holder of Series E Stock shall surrender more
than one share of Series E Stock for conversion at any one time, then the
number of such shares of Common Stock issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares of Series
E Stock so surrendered. If any fractional interest in a share of Common
Stock would be deliverable upon conversion of Series E Stock, the
Corporation shall pay in lieu of such fractional share an amount in cash
equal to the Conversion Price of such fractional share (computed to the
nearest one hundredth of a share) in effect at the close of business on
the date of conversion. Any shares of Series E Stock which have been
converted shall be canceled, and all dividends on converted shares of
Series E Stock shall cease to accrue. The certificates representing shares
of Series E Stock so converted shall represent the right to receive (i)
such number of shares of Common Stock into which such shares of Series E
Stock are convertible, plus (ii) cash payable for any fractional share
plus (iii) all accrued but unpaid dividends relating to such converted
shares of Series E Stock, payable in cash, through the date of conversion.
At its option, the holder of the Series E Stock may elect to receive
dividend payments in additional shares of Common Stock at the Conversion
Rate. Upon the conversion of shares of Series E Stock as provided in this
Section 6, the Corporation shall promptly pay all then accrued but unpaid
dividends to the holder of the Series E Stock being converted. The Board
of Directors of the Corporation shall at all times so long as any shares
of Series E Stock remain outstanding (and after the Stockholder Related
Approvals have been obtained) reserve a sufficient number of authorized
but unissued shares of Common Stock to be issued in satisfaction of the
conversion rights and privileges aforesaid. The Corporation shall use its
best efforts to promptly obtain the "Stockholder Related Approvals."
"Stockholder Related Approvals" means all consents and approvals of the
holders of the Corporation's capital stock and clearances of any
information statement or proxy by the Securities and Exchange Commission
which may be necessary to amend the Corporation's Certificate of
Incorporation in order to increase the Corporation's authorized Common
Stock by an amount sufficient to permit the Corporation to issue the
number of duly authorized, fully-paid and nonassessable shares of Common
Stock which would be required upon the conversion of all of the authorized
shares of Series E Stock in accordance with this Certificate of
Designations.
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(c) MECHANICS OF CONVERSION. Before any holder of Series E Stock
shall be entitled to convert the same into shares of Common Stock, it
shall surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or its transfer agent for the Series E
Stock, and shall give written notice to the Corporation of the election to
convert the same and shall state therein the name or names in which the
certificate of certificates for shares of Common Stock are to be issued.
The Corporation shall, as soon as practicable thereafter and subject to
the provisions of Section 6(f), issue and deliver at such office to such
holder of Series E Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common Stock to
which such holder shall be entitled as aforesaid. A certificate or
certificates will be issued for the remaining shares of Series E Stock in
any case in which fewer than all of the shares of Series E Stock
represented by a certificate are converted.
(d) ISSUE TAXES. The Corporation shall pay all issue taxes, if any,
incurred in respect of the issue of securities on conversion. If a holder
of shares of Series E Stock surrendered for conversion specifies that the
securities to be issued on conversion are to be issued in a name or names
other than the name or names in which such surrendered shares are
registered on the books of the Corporation, then, the Corporation shall
not be required to pay any transfer or other taxes incurred by reason of
the issuance of such securities on conversion to the name of another, and
if the appropriate transfer taxes shall not have been paid to the
Corporation or the transfer agent for the Series E Stock at the time of
surrender of the shares of Series E Stock involved, then the securities
issued upon conversion thereof may be registered in the name or names in
which the surrendered shares were registered, despite the instructions to
the contrary.
(e) VALID ISSUANCE. All securities which may be issued in connection
with the conversion provisions set forth herein, upon issuance by the
Corporation, will be validly issued, fully paid and nonassessable, free
from preemptive rights and free from all taxes, liens or charges with
respect thereto created or imposed by the Corporation.
(f) PUT OPTION. At any time subsequent to the sixth month
anniversary of the Original Issue Date, if upon receipt by the Corporation
of a holder's election to convert Series E Stock pursuant to Section 6(b),
the Corporation has insufficient authorized shares of Common Stock to
effect such conversion, the Corporation shall promptly notify such holder
of such insufficiency. Upon receipt by a holder of notice of such
insufficiency, such holder may, by notice to the Corporation (a "Put
Notice"), elect to sell to the Corporation (and the Corporation hereby
agrees to repurchase from the holder), at the repurchase price specified
below (the "Repurchase Price"), that number of shares of Series E Stock as
are specified in the Put Notice. The closing of the exercise of the put
right shall take place not more than seven days after the date of the Put
Notice, at which closing the holder will deliver to the Corporation the
certificate representing shares of Series E Stock desired by such holder
to be sold to the Corporation (properly endorsed or accompanied by
assignments, with signature(s) guaranteed or similar appropriate
documentation of authority to transfer) against
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payment of the Repurchase Price to the holder. The Repurchase Price shall
be an amount equal to the product of (i) the number of shares of Series E
Stock desired by such holder to be sold to the Corporation, multiplied by
(ii) the Conversion Rate in effect on the date of the Put Notice given by
the holder, multiplied by (iii) the Market Price per share of Common Stock
(as determined pursuant to Section 4(a) hereof), calculated as of the date
of the Put Notice.
7. ADJUSTMENT OF CONVERSION PRICE AND CONVERSION RATE. The number and kind
of securities issuable upon the conversion of the Series E Stock, the Conversion
Price and the Conversion Rate shall be subject to adjustment from time to time
in accordance with the following provisions:
(a) CERTAIN DEFINITIONS. For purposes of this Certificate:
(i) The term "Additional Shares of Common Stock" shall mean
all shares of Common Stock issued, or deemed to be issued by the
Corporation pursuant to paragraph (f) of this Section 7, after the
Original Issue Date except:
(A) shares of Common Stock issuable upon conversion of,
or distributions with respect to (as dividend payments or
otherwise), the Series E Stock;
(B) shares of Common Stock issuable upon the exercise of
options issued to officers, directors and employees of the
Corporation under stock option plans maintained from time to
time by the Corporation and approved by the Board of Directors
(the "Employee Options");
(C) shares of Common Stock issuable upon the exercise,
exchange or conversion of options, warrants or other
convertible securities outstanding on the Original Issue Date
(the "Outstanding Convertibles"); and
(D) shares of Common Stock issuable pursuant to
transactions described in Sections 7(b) through (d).
(ii) The term "Common Stock" shall mean (i) the common stock,
$.01 par value per share, of the Corporation and (ii) the stock of
the Corporation of any class, or series within a class, whether now
or hereafter authorized, which has the right to participate in the
distribution of either earnings or assets of the Corporation without
limit as to the amount or percentage.
(iii) The term "Convertible Securities" shall mean any
evidence of indebtedness, shares (other than the Series E Stock or
the Outstanding Convertibles) or other securities convertible into
or exchangeable for Common Stock.
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(iv) The term "Options" shall mean rights, options or warrants
(other than the Employee Options or the Outstanding Convertibles) to
subscribe for, purchase or otherwise acquire Common Stock or
Convertible Securities.
(b) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION AND MERGER. In
the event of a reorganization, share exchange, or reclassification, other
than a change in par value, or from par value to no par value, or from no
par value to par value or a merger or consolidation of the Corporation
with or into another corporation (other than a consolidation or merger
which has been treated as a Liquidation Event under Section 5 hereof or in
which the Corporation is the continuing corporation and which does not
result in any adverse change in the powers, designations, preferences and
rights of the Series E Stock) (an "Extraordinary Transaction"), then each
share of Series E Stock, after such Extraordinary Transaction shall be
convertible at the option of the holder into the kind and number of shares
of stock or other securities or other property of the Corporation which
the holder of Series E Stock would have been entitled to receive if the
holder had held the Common Stock issuable upon conversion of his, her or
its Series E Stock immediately prior to such Extraordinary Transaction.
(c) SUBDIVISION OR COMBINATION OF SHARES. In case outstanding shares
of Common Stock shall be subdivided, the Conversion Price shall be
proportionately reduced as of the effective date of such subdivision, or
as of the date a record is taken of the holders of Common Stock for the
purpose of so subdividing, whichever is earlier. In case outstanding
shares of Common Stock shall be combined, the Conversion Price shall be
proportionately increased as of the effective date of such combination, or
as of the date a record is taken of the holders of Common Stock for the
purpose of so combining, whichever is earlier.
(d) STOCK DIVIDENDS. In case shares of Common Stock are issued as a
dividend or other distribution on the Common Stock (or such dividend is
declared), then the Conversion Price shall be adjusted, as of the date a
record is taken of the holders of Common Stock for the purpose of
receiving such dividend or other distribution (or if no such record is
taken, as at the earliest of the date of such declaration, payment or
other distribution), to that price determined by multiplying the
Conversion Price in effect immediately prior to such declaration, payment
or other distribution by a fraction (i) the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to the
declaration or payment of such dividend or other distribution, and (ii)
the denominator of which shall be the total number of shares of Common
Stock outstanding immediately after the declaration or payment of such
dividend or other distribution. If the Corporation shall declare or pay
any dividend on the Common Stock payable in any right to acquire Common
Stock for no consideration, then the Corporation shall be deemed to have
made a dividend payable in Common Stock in an amount of shares equal to
the maximum number of shares issuable upon exercise of such rights to
acquire Common Stock.
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(e) ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. If the
Corporation shall issue any Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to
paragraph (f) below) after the Original Issue Date for no consideration or
for a consideration per share less than the Conversion Price in effect on
the date of and immediately prior to such issue, then the Conversion Price
shall be reduced, concurrently with such issue, to a price equal to the
quotient obtained by dividing:
(A) an amount equal to (x) the total number of shares of
Common Stock outstanding immediately prior to such issuance or sale
multiplied by the Conversion Price in effect immediately prior to
such issuance or sale, plus (y) the aggregate consideration received
or deemed to be received by the Corporation upon such issuance or
sale, by
(B) the total number of shares of Common Stock outstanding
immediately after such issuance or sale.
For purposes of the formulas expressed in paragraphs 7(d) and 7(e), all
shares of Common Stock issuable upon the exercise of outstanding Options or
issuable upon the conversion of the Series E Stock or outstanding Convertible
Securities (including Convertible Securities issued upon the exercise of
outstanding Options), shall be deemed outstanding shares of Common Stock both
immediately before and after such issuance or sale.
(f) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON STOCK. If the
Corporation at any time or from time to time after the Original Issue Date
shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities then
entitled to receive any such Options or Convertible Securities, then the
maximum number of shares (as set forth in the instrument relating thereto
without regard to any provisions contained therein designed to protect
against dilution) of Common Stock issuable upon the exercise of such
Options, or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed
to be Additional Shares of Common Stock issued as of the time of such
issue of Options or Convertible Securities or, in case such a record date
shall have been fixed, as of the close of business on such record date,
provided that in any such case in which Additional Shares of Common Stock
are deemed to be issued:
(i) no further adjustments in the Conversion Price shall be
made upon the subsequent issue of Convertible Securities or shares
of Common Stock upon the exercise of such Options or the issue of
Common Stock upon the conversion or exchange of such Convertible
Securities;
(ii) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Corporation, or
increase or decrease in the number of shares of
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Common Stock issuable, upon the exercise, conversion or exchange
thereof, then the Conversion Price computed upon the original
issuance of such Options or Convertible Securities (or upon the
occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, upon any such increase or
decrease becoming effective, shall be recomputed to reflect such
increase or decrease insofar as it affects such Options or the
rights of conversion or exchange under such Convertible Securities
(PROVIDED, HOWEVER, that no such adjustment of the Conversion Price
shall affect Common Stock previously issued upon conversion of the
Series E Stock);
(iii) upon the expiration of any such Options or any rights of
conversion or exchange under such Convertible Securities which shall
not have been exercised, the Conversion Price computed upon the
original issue of such Options or Convertible Securities (or upon
the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon such expiration,
be recomputed as if:
(A) in the case of Options or Convertible Securities,
the only Additional Shares of Common Stock issued were the
shares of Common Stock, if any, actually issued upon the
exercise of such Options or the conversion or exchange of such
Convertible Securities and the consideration received therefor
was the consideration actually received by the Corporation (x)
for the issue of all such Options, whether or not exercised,
plus the consideration actually received by the Corporation
upon exercise of the Options or (y) for the issue of all such
Convertible Securities which were actually converted or
exchanged plus the additional consideration, if any, actually
received by the Corporation upon the conversion or exchange of
the Convertible Securities; and
(B) in the case of Options for Convertible Securities,
only the Convertible Securities, if any, actually issued upon
the exercise thereof were issued at the time of issue of such
Options, and the consideration received by the Corporation for
the Additional Shares of Common Stock deemed to have been then
issued was the consideration actually received by the
Corporation for the issue of all such Options, whether or not
exercised, plus the consideration deemed to have been received
by the Corporation upon the issue of the Convertible
Securities with respect to which such Options were actually
exercised.
(iv) In the case of any Options which expire by their terms
not more than 30 days after the date of issue thereof, no adjustment
of the Conversion Price shall be made until the expiration or
exercise of all such Options, whereupon such adjustment shall be
made in the same manner provided in clause (iii) above.
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(g) DETERMINATION OF CONSIDERATION. For purposes of this Section 7,
the consideration received by the Corporation for the issue of any
Additional Shares of Common Stock shall be computed as follows:
(i) CASH AND PROPERTY. Such consideration shall:
(A) insofar as it consists of cash, be the aggregate
amount of cash received by the Corporation; and
(B) insofar as it consists of property other than cash,
be computed at the fair value thereof at the time of the
issue, as determined in good faith by the Corporation's Board
of Directors.
(ii) OPTIONS AND CONVERTIBLE SECURITIES. The consideration per
share received by the Corporation for Additional Shares of Common
Stock deemed to have been issued pursuant to paragraph (f) above,
relating to Options and Convertible Securities shall be determined
by dividing:
(A) the total amount, if any, received or receivable by
the Corporation as consideration for the issue of such Options
or Convertible Securities, plus the minimum aggregate amount
of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained
therein designed to protect against dilution) payable to the
Corporation upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in
the case of Options for Convertible Securities, the exercise
of such Options for Convertible Securities and the conversion
or exchange of such Convertible Securities, BY
(B) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to
any provision contained therein designed to protect against
dilution) issuable upon the exercise of such Options or
conversion or exchange of such Convertible Securities.
(h) ADJUSTMENT OF CONVERSION RATE. Upon each adjustment of the
Conversion Price under the provisions of this Section 7, the Conversion
Rate shall be adjusted to an amount determined by dividing (x) the Series
E Issue Price by (y) such adjusted Conversion Price.
(i) OTHER PROVISIONS APPLICABLE TO ADJUSTMENT UNDER THIS SECTION.
The following provisions will be applicable to the adjustments in
Conversion Price and Conversion Rate as provided in this Section 7:
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(i) TREASURY SHARES. The number of shares of Common Stock at
any time outstanding shall not include any shares thereof then
directly or indirectly owned or held by or for the account of the
Corporation.
(ii) OTHER ACTION AFFECTING COMMON STOCK. In case the
Corporation shall take any action affecting the outstanding number
of shares of Common Stock other than an action described in any of
the foregoing subsections 7(b) to 7(g) hereof, inclusive, which
would have an inequitable effect on the holders of Series E Stock,
the Conversion Price shall be adjusted in such manner and at such
time as the Board of Directors of the Corporation on the advice of
the Corporation's independent public accountants may in good faith
determine to be equitable in the circumstances.
(iii) MINIMUM ADJUSTMENT. No adjustment of the Conversion
Price shall be made if the amount of any such adjustment would be an
amount less than one percent (1%) of the Conversion Price then in
effect, but any such amount shall be carried forward and an
adjustment in respect thereof shall be made at the time of and
together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall
aggregate an increase or decrease of one percent (1%) or more.
(iv) CERTAIN ADJUSTMENTs. The Conversion Price shall not be
adjusted upward except in the event of a combination of the
outstanding shares of Common Stock into a smaller number of shares
of Common Stock or in the event of a readjustment of the Conversion
Price pursuant to Section 7(f)(ii) or (iii).
(v) CONVERSION PRICE ADJUSTMENT RESET. If at the later of (x)
twelve (12) months following the Original Issue Date or (y) six (6)
months following the NASDAQ Listing (but in no event later than
eighteen (18) months from the Original Issue Date) (the "Reset
Date"), the Market Price of the Corporation's Common Stock is less
than the Initial Conversion Price, then the Conversion Price for
Series E Stock not previously converted shall be reset to the Market
Price; provided, if the Market Price is less than one-half of the
Initial Conversion Price, then the Conversion Price shall be reset
to one-half of the Initial Conversion Price.
(j) NOTICES OF ADJUSTMENTS. Whenever the Conversion Rate and
Conversion Price is adjusted as herein provided, an officer of the
Corporation shall compute the adjusted Conversion Rate and Conversion
Price in accordance with the foregoing provisions and shall prepare a
written certificate setting forth such adjusted Conversion Rate and
Conversion Price and showing in detail the facts upon which such
adjustment is based, and such written instrument shall promptly be
delivered to the recordholders of the Series E Stock.
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8. REDEMPTION.
(a) REDEMPTION BY THE CORPORATION. At any time after the fifth (5th)
anniversary of the Original Issue Date, any Series E Stock then
outstanding shall be redeemable by the Corporation at the Redemption Price
per share defined in paragraph (b) below, payable in cash on the date of
redemption (such date being referred to herein as the "Redemption Date"),
pursuant to the Redemption Notice and Redemption Procedure provisions set
forth, respectively, in paragraphs (c) and (d) below.
(b) REDEMPTION PRICE. The "Redemption Price" per share of Series E
Stock shall equal the sum of (x) the Series E Issue Price, PLUS (y) all
accrued and unpaid dividends on such share of Series E Stock to the
Redemption Date.
(c) REDEMPTION NOTICE. At least thirty (30) days but not more than
sixty (60) days prior to a Redemption Date, written notice (a "Redemption
Notice"), shall be mailed by means of first-class mail, postage pre-paid,
to each holder of record of the Series E Stock to be redeemed at his, her
or its address last shown on the records of the Corporation. Any
Redemption Notice mailed in this manner shall conclusively be deemed to
have been duly given whether or not the Redemption Notice is in fact
received. The Redemption Notice shall state:
(i) whether all or less than all of the outstanding shares
of Series E Stock are to be redeemed and the total
number of shares of Series E Stock to be redeemed by the
Corporation on the Redemption Date;
(ii) the number of shares of Series E Stock that the
Corporation intends to redeem from the holder of Series
E Stock to whom the Redemption Notice is addressed;
(iii) the Redemption Date and the Redemption Price;
(iv) the manner and place designated for the holder of Series
E Stock to surrender to the Corporation his certificate
or certificates representing the shares of Series E
Stock to be redeemed in exchange for the Redemption
Price;
(v) the Conversion Rate then in effect; and
(vi) that any holder of Series E Stock who does not want his,
her or its Series E Stock to be redeemed will have the
option to convert his shares of Series E Stock into
Common Stock of the Corporation and that the right to
convert shares of Series E Stock into Common Stock will
terminate as to the shares of Series E Stock being
redeemed at
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the close of business on the day next prior to the
Redemption Date (provided that no default by the
Corporation in the payment of the Redemption Price
(including any accrued and unpaid dividends) shall have
occurred and be continuing).
(d) REDEMPTION PROCEDURE. On or prior to the Redemption Date, the
Corporation shall deposit the Redemption Price of all outstanding shares
of Series E Stock to be redeemed with a bank or trust corporation having
aggregate capital and surplus in excess of $100,000,000 as a trust fund
for the benefit of the holders of Series E Stock, with irrevocable
instructions and authority to the bank or trust corporation to pay the
Redemption Price for such shares to their respective holders on or after
the Redemption Date upon receipt of the certificate or certificates of the
shares of Series E Stock to be redeemed. From and after the Redemption
Date, unless there shall have been a default in payment of the Redemption
Price, all rights of the holders of shares of Series E Stock as holders of
Series E Stock (except the right to receive the Redemption Price upon
surrender of their certificate or certificates) shall cease as to those
shares of Series E Stock redeemed, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding
for any purpose whatsoever. If on the Redemption Date the funds of the
Corporation legally available for redemption of shares of Series E Stock
are insufficient to redeem the total number of shares of Series E Stock to
be redeemed on such date, the Corporation will use those funds which are
legally available therefor to redeem the maximum possible number of shares
of Series E Stock ratably among the holders of such shares to be redeemed
based upon their holdings of Series E Stock. Payments shall first be
applied against accrued and unpaid dividends and thereafter against the
remainder of the Redemption Price. The shares of Series E Stock not
redeemed shall remain outstanding and entitled to all the rights and
preferences provided herein. At any time thereafter when additional funds
of the Corporation are legally available for the redemption of shares of
Series E Stock such funds will immediately be used to redeem the balance
of the shares of Series E Stock to be redeemed. No dividends or other
distributions shall be declared or paid on, nor shall the Corporation
redeem, purchase or acquire any shares of, the Common Stock or any other
class or series of stock of the Corporation unless the Redemption Price of
all shares elected to be redeemed shall have been paid in full.
9. NOTICES OF RECORD DATES AND EFFECTIVE DATES. In case: (a) the
Corporation shall declare a dividend (or any other distribution) on the Common
Stock payable otherwise than in shares of Common Stock; or (b) the Corporation
shall authorize the granting to the holders of Common Stock of rights to
subscribe for or purchase any shares of capital stock of any class or any other
rights; or (c) of any reorganization, share exchange or reclassification of the
capital stock of the Corporation (other than a subdivision or combination of
outstanding shares of Common Stock), or of any consolidation or merger to which
the Corporation is party or of the sale, lease or exchange of all or
substantially all of the property of the Corporation; or (d) of the voluntary or
involuntary dissolution, liquidation or winding up of the Corporation; then the
Corporation shall cause to be mailed to the recordholders of the Series E Stock
at least 20 days prior to the applicable record date
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or effective date hereinafter specified, a notice stating (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or
rights, or, if a record is not to be taken, the date as of which the holders of
record of Common Stock to be entitled to such dividend, distribution or rights
are to be determined or (ii) the date on which such reclassification,
reorganization, share exchange, consolidation, merger, sale, lease, exchange,
dissolution, liquidation or winding up is expected to become effective or be
consummated, and the date as of which it is expected that holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
reorganization share exchange, consolidation, liquidation, merger, sale, lease,
exchange, dissolution, liquidation or winding up.
10. VOTING RIGHTS.
(a) GENERAL. In addition to the rights otherwise provided for herein or by
law, holders of the Series E Stock shall be entitled to vote, together with the
holders of the Common Stock and any other class or series of stock then entitled
to vote, as one class on all matters submitted to a vote of stockholders of the
Corporation, in the same manner and with the same effect as the holders of the
Common Stock. In any such vote, and in any vote or action of the holders of the
Series E Stock voting together as a separate class, each share of issued and
outstanding Series E Stock shall entitle the holder thereof to one vote per
share for each share of Common Stock (including fractional shares) which would
be obtained upon conversion of all of the outstanding shares of the Series E
Stock held by such holder, rounded up to the nearest one-tenth of a share.
(b) PROTECTIVE PROVISIONS. So long as any Series E Stock is outstanding,
the Corporation shall not, without the approval by vote or written
consent of the holders of not less than a majority of the then
outstanding shares of Series E Stock:
(i) amend, waive or repeal any provisions of, or add any
provision to (i) this Certificate of Designations or
(ii) any provision of the Corporation's Certificate of
Incorporation with respect to the Preferred Stock or any
other certificate of designation filed with the
Secretary of State of Delaware by the Corporation; or
(ii) enter into any agreement, indenture or other instrument
which contains any provisions restricting the
Corporation's obligation to pay cash dividends on, or
make liquidation payments in respect of, the Series E
Stock in accordance herewith, other than agreements with
respect to existing indebtedness.
(c) AMENDMENT OF SERIES E STOCK. Notwithstanding anything else contained
herein, the affirmative vote or written consent of the holders of 662/3% of the
outstanding shares of Series E Stock shall be necessary to amend, alter or
repeal any of the provisions of this Certificate of Designations which would
alter or change (i) the dividend rate, (ii) redemption provisions, (iii)
anti-dilution provisions, (iv) the place or currency of payments hereunder, (v)
the right to institute suit
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for the enforcement of any payment hereunder, (vi) the conversion provisions,
(vii) the voting rights, or (viii) provisions of this Section 10, so as to
affect any of the foregoing adversely.
11. LIMITATION ON INDEBTEDNESS. The Corporation shall not create, incur,
assume or suffer to exist any indebtedness except in respect of (u) existing
indebtedness outstanding and permitted as of the date of the execution of this
Certificate of Designations; (v) senior secured indebtedness; (w) trade
payables; (x) purchase money indebtedness secured by assets acquired, with such
indebtedness counting for not less than 80% of the value of the assets so
acquired; (y) indebtedness incurred for expenditures for fixed or capital
assets; and (z) equipment leases incurred in the ordinary course of business.
12. SHARES TO BE RETIRED. All shares of the Series E Stock redeemed,
converted, exchanged or purchased by the Corporation shall be retired and
canceled and shall be restored to the status of authorized but unissued shares
of Preferred Stock, without designation as to series and may thereafter be
reissued.
13. TRANSFER. Shares of Series E Stock may not be transferred prior to the
Reset Date (as defined in Section 7(i)(v) above) without the written consent of
the Corporation. On or subsequent to the Reset Date, shares of Series E Stock
may be transferred, but only pursuant to an effective registration statement
under the Securities Act and the laws of such states under whose jurisdiction a
transfer of securities would be subject, or unless the Corporation has received
a satisfactory opinion of counsel that such transfer does not require
registration under the Securities Act or the securities laws of such states. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
Series E Stock prior to the Reset Date or otherwise contrary to the provisions
of this Section 13 shall be considered null and void and shall not be registered
on the books of the Corporation.
14. MISCELLANEOUS.
(a) The Series E Stock is not subject to or entitled to the benefit
of a sinking fund.
(b) The Series E Stock shall not have any preferences, voting powers
or relative, participating, optional, preemptive or other special rights except
as expressly set forth above in this Certificate of Designations.
* * * * *
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designations this 6th day of December, 1999.
DANSKIN, INC.
By: /s/ MARGARET B. PRITCHARD
----------------------------------
Name: Margaret B. Pritchard
Title: S.V.P., General Counsel &
Secretary
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EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES D CUMULATIVE CONVERTIBLE
PREFERRED STOCK OF DANSKIN, INC.
DANSKIN, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY THAT:
A. Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and pursuant to the provisions of section 242 of the Delaware
General Corporation Law, the Board of Directors, pursuant to a meeting held
December 6, 1999, adopted the following resolution amending the Certificate
of Designations, Preferences and Rights (the "Certificate of Designations")
of the Series D Cumulative Convertible Preferred Stock (the "Series D Stock")
of the Corporation.
WHEREAS, the Certificate of Designations was filed with the Secretary of
State of the State of Delaware on September 22, 1997; and
WHEREAS, the Corporation has received the written consent of the holders
of at least 75% of the outstanding shares of Series D Stock approving the
amendments contained in this Certificate of Amendment.
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Designations is
hereby amended by deleting Section 6(a) of the Certificate and replacing it with
a new Section 6(a) which shall read in its entirety as follows:
(a) MANDATORY CONVERSION.
(i) Subject to the Corporation having received the Stockholder
Related Approvals (as defined below), upon the Corporation's delivery to
the holders of the Series D Stock of annual financial statements of the
Corporation prepared by the Corporation's independent certified public
accountants in accordance with GAAP evidencing the achievement of the
Financial Targets by the Corporation and the Danskin Division for the
immediately prior fiscal year, any Series D Stock remaining outstanding
shall be automatically converted into fully-paid and nonassessable shares
of Common Stock at the "conversion rate" (as defined in paragraph (c)
below) then in effect without further notice and without action on the
part of the holder.
<PAGE>
(ii) Upon the Corporation's issuance of equity securities in an
amount greater than $10,000,000 in one or more substantially concurrent
transactions, any Series D Stock remaining outstanding shall be
automatically converted into fully-paid and non-assessable shares of
Common Stock at the "conversion rate" (as defined in paragraph (c) below)
then in effect without further notice and without action on the part of
the holder.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment this 6th day of December, 1999.
DANSKIN, INC.
By: /s/ MARGARET B. PRITCHARD
----------------------------------
Name: Margaret B. Pritchard
Title: S.V.P., General Counsel &
Secretary
<PAGE>
EXHIBIT 99.1
Danskin, Inc. Successfully Completes Financing
at $19.2 MM in Capital and $15.2 MM in Equity
NEW YORK, NEW YORK -- December 9, 1999 -- Danskin, Inc. (OTC Bulletin Board:
DANS) today announced the successful completion of the first phase of the
Company's previously announced financing. This phase of the financing consisted
of $15.2MM of Series E Senior Convertible Preferred Stock and $4MM of Senior
Term Debt. In addition, the holders of the Company's $12MM face value of Series
D Senior Convertible Preferred Stock converted their Preferred Stock to Common
Stock, adding an additional $12MM of equity to the Company's balance sheet.
Donald Schupak, Danskin Inc.'s Chairman, stated that the Company is considering
a second closing of up to $4.8MM of additional Series E Preferred Stock for
which the Company has received substantial expressions of interest.
Schupak said, "The successful closing of the Company's financing, the conversion
of $12MM of preferred stock into common equity, and the expressions of interest
the Company has received for an additional preferred offering, represents a
resounding vote of confidence in the Company's new management and its strategic
direction."
"The Company now has a strong balance sheet to begin the new millennium and its
120th year in business. We have many initiatives under way which we fully
anticipate will bring the kind of success to Danskin and its shareholders that
its brand heritage deserves. The Company's previously announced Project Runrite
is making great strides toward reducing infrastructure costs and increasing
margins, and the Danskin Clothes for Living vision is opening new channels of
distribution and strengthening existing relationships. In addition, the
Company's enhanced balance sheet will provide much more flexibility and
bargaining power with respect to discussions with our vendors," continued
Schupak.
Danskin, Inc. markets and manufactures leading brands of women's activewear and
dancewear under the Danskin(R)(R), Danskin Plus(R)(R), Danskin Packables and Zen
Sport(R)(R) from Danskin trademarks and legwear under the Danskin(R)(R),
Givenchy(R)(R), and Round the Clock(R)(R) trademarks. Pennaco Hosiery, a
division of Danskin, Inc. is a manufacturer of private label hosiery sold in
department and fine specialty stores. For store locations, consumers may call
888-DANSKIN.
THIS PRESS RELEASE MAY CONTAIN "FORWARD-LOOKING STATEMENTS" WITH RESPECT TO
OPERATIONS, ASSUMPTIONS, THE FINANCIAL CONDITION AND FUTURE PERFORMANCE OF THE
COMPANY. ADDITIONAL INFORMATION ON RISK FACTORS THAT COULD POTENTIALLY HAVE A
MATERIAL IMPACT ON THE COMPANY'S OPERATIONS AND FINANCIAL POSITION, AND RISK
FACTORS RELATING TO THE MANAGEMENT OF THE COMPANY IS CONTAINED IN THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
