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SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
Danskin, Inc.
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(Name of Registrant as Specified in Its Charter)
Danskin, Inc.
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(Name of Person(s) Filing Information Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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DANSKIN, INC.
Notice of Action
by Written Consent of Stockholders
April __, 2000
Dear Stockholder,
Enclosed is an Information Statement regarding certain action taken by
written consent of the stockholders of Danskin, Inc. (the "Company"), in lieu of
a stockholders' meeting approving the adoption of an amendment (the "Amendment")
to the Company's Amended and Restated Certificate of Incorporation (see Exhibit
A hereto). The effect of the Amendment will be to increase the total number of
shares of all classes of stock which the Corporation shall have authority to
issue to Two Hundred Fifty Million, Ten Thousand (250,010,000) shares, of which
Ten Thousand (10,000) shares, designated as Preferred Stock, shall have a par
value of One Cent ($.01) per share (the "Preferred Stock"), and Two Hundred
Fifty Million (250,000,000) shares, designated as Common Stock, shall have a par
value of One Cent ($.01) per share (the "Common Stock").
On December 3, 1999, a majority of the Company's voting securities,
constituting 41,077,959 votes, or 67.3% of all the votes entitled to be cast,
executed a written consent (the "Consent") approving the Amendment. The
41,077,959 votes cast in favor of the Amendment represent the equity interests
of certain holders of the Company's Common Stock and Series D Cumulative
Convertible Preferred Stock (the "Series D Preferred Stock"). Holders of Series
D Preferred Stock vote with the holders of Common Stock as one class on all
matters subject to a vote of the stockholders of the Company. Each share of
Series D Preferred Stock entitles the holder thereof to one vote per share for
each share of Common Stock which would be issued upon conversion of a share of
Series D Preferred Stock.
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On December 6, 1999, the Board of Directors of the Company approved and
authorized the Amendment.
On December 8, 1999, the Series D Preferred Stock was automatically
converted into Common Stock of the Company. Upon conversion, each share of
Series D Preferred Stock was converted into 16,666.66 shares of Common Stock.
The Company issued 46,924,000 shares of Common Stock upon conversion of 2,400
shares of Series D Preferred Stock and accrued but unpaid dividends.
This Information Statement is being provided pursuant to the General
Corporation Law of the State of Delaware, which provides that actions permitted
to be taken by written consent of the stockholders are subject to prompt notice
to the stockholders not executing the Consent. The rules under the Securities
Exchange Act of 1934, as amended, provide that the attached Information
Statement shall be sent out to the Company's stockholders at least 20 days in
advance of the effective date of the Amendment. Accordingly, the effective date
of the Amendment will be May __, 2000.
By Order of the Board
Donald Schupak
Chairman of the Board
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DANSKIN, INC.
530 Seventh Avenue,
New York, NY 10018
Information Statement Concerning
Action Taken by Written Consent of Stockholders
This Information Statement contains information regarding action taken by
written consent of a majority of the holders of Danskin Inc.'s (the "Company")
voting securities. A total of 41,077,959 votes, or 67.3%, of all of the
Company's voting securities approved an amendment (the "Amendment") to the
Amended and Restated Certificate of Incorporation of the Company (the "Restated
Certificate"). The effect of the Amendment will be to increase the total number
of shares of all classes of stock which the Company shall have authority to
issue to Two Hundred Fifty Million, Ten Thousand (250,010,000) shares, of which
Ten Thousand (10,000) shares, designated as Preferred Stock, shall have a par
value of One Cent ($.01) per share (the "Preferred Stock"), and Two Hundred
Fifty Million (250,000,000) shares, designated as Common Stock, shall have a par
value of One Cent ($.01) per share (the "Common Stock").
This Information Statement is provided pursuant to Rule 14(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") to the
stockholders of the Company. On December 3, 1999, a majority of the holders of
the Company's voting securities, constituting 41,077,959 votes, or 67.3%, of all
of the Company's voting securities, executed a written consent (the "Consent")
approving the Amendment. The 41,077,959 votes cast in favor of the Amendment
represent the equity interests of certain of the holders of the Company's Common
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Stock and Series D Cumulative Convertible Preferred Stock (the "Series D
Preferred Stock"). Holders of Series D Preferred Stock vote with the holders of
Common Stock, as one class on all matters subject to a vote of the stockholders
of the Company. Each share of Series D Preferred Stock entitles the holder
thereof to one vote per share for each share of Common Stock which would be
issued upon conversion of a share of Series D Preferred Stock.
On December 6, 1999, the Board of Directors of the Company approved and
authorized the Amendment.
On December 8, 1999, the holders of Series D Preferred Stock converted
such Preferred Stock into Common Stock of the Company. Upon conversion, each
share of Series D Preferred Stock converted into 16,666.66 shares of Common
Stock. The Company issued 46,924,000 shares of Common Stock upon conversion of
2,400 shares of Series D Preferred Stock and accrued but unpaid dividends.
The purpose of this Information Statement is to provide the stockholders
of the Company with information regarding the Amendment. WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The date of this Information Statement is April, __ 2000.
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Background
In order to acquire additional financing to continue the implementation of
important initiatives to improve the Company's operating performance by, among
other things, reducing infrastructure costs, increasing profit margins, opening
new channels of distribution and increasing the Company's flexibility and
bargaining power with its vendors, the Company's Board of Directors approved, on
December 6, 1999, by unanimous written consent, the issuance and sale of $20.0
million of 9% Series E Senior Step-Up Convertible Preferred Stock (the "Series E
Preferred Stock"). In addition, the Company secured an additional $4.2 million
of senior term debt from Century Business Credit Corporation, the Company's
senior secured lender. Currently, the Company does not have authorized a
sufficient amount of Common Stock to provide for conversions in full of the
Series E Preferred Stock and the other outstanding securities of the Company
which are convertible or exercisable for Common Stock.
In connection with the issuance of the Series E Preferred Stock, all of
the Company's Series D Preferred Stock was 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 Preferred Stock, as filed with the Secretary of
State of the State of Delaware on September 22, 1997 and as described in the
Form 8-K filed with the Securities and Exchange Commission on October 7, 1997,
and as amended by the Certificate of Amendment to 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 December 6, 1999.
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Certificate of Designations, Preferences and Rights of the Series E
Preferred Stock
Pursuant to the terms of the Certificate of Designations, Preferences and
Rights of the Series E Preferred Stock, holders of Series E Preferred Stock will
accrue, from its initial date of issuance, a 9% annual dividend for the first
five years and, subsequently, a 14% annual dividend for each year thereafter.
Upon any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, holders of Series E Preferred Stock shall be entitled
to an amount equal to $5,000 per share plus all accrued and unpaid dividends to
such date prior to any distribution or payment to be made to any holder of
Common Stock or any other class or series of stock ranking junior to the Series
E Preferred Stock. Holders of Series E Preferred Stock shall have the right to
convert their Series E Preferred Stock, at any time, into Common Stock at an
initial conversion rate of 16,129 shares of Common Stock for each share of
Series E Preferred Stock. Holders of Series E Preferred Stock shall be entitled
to vote, together with the holders of 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 Company. In any such vote, each share of Series E
Preferred Stock shall be entitled to one vote per share for each share of Common
Stock which would be obtained upon conversion of all of the outstanding shares
of the Series E Preferred Stock held by such holder. Series E Preferred Stock
may not be transferred, without the prior written consent of the Company, until
twelve months from the initial date of issuance has elapsed or six months
following listing on Nasdaq and then, only pursuant to an effective
registration statement under the Securities Act and the laws of such states
under whose jurisdiction a transfer of such securities would be subject. At any
time after the fifth anniversary of the original issue date, the Company may
redeem the Series E Preferred Stock for a consideration equal to its initial
purchase price plus all accrued and unpaid dividends. In
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accordance with the terms of the Subscription Agreements entered into by the
Company and each of the initial holders of the Series E Preferred Stock, the
Company obligated itself, on a best efforts basis, to register the Common Stock
of the Company issuable upon the conversion of the Series E Preferred Stock. To
fulfill this obligation, the Company expects to file a Registration Statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission as soon as practicable in order to register such Common Stock under
the Securities Act of 1933, as amended.
Resolutions Adopted in Connection with the Financing.
On December 6, 1999, the Board unanimously adopted resolutions
approving the issuance of the additional securities. Among other things, the
resolutions: (i) authorized the Amendment to the Company's Restated Certificate
to increase the number of authorized shares of Common Stock to 250,000,000; (ii)
authorized the Subscription Agreements entered into by the initial purchasers of
the Series E Preferred Stock and the Company; (iii) authorized the Certificate
of Designations, Preferences and Rights of the Series E Preferred Stock; and
(iv) authorized the amendment to the Certificate of Designations, Preferences
and Rights of the Series D Preferred Stock.
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Shareholder Approval Previously Obtained
As of December 3, 1999, the Company had 21,021,878 issued and outstanding
shares of Common Stock and 2,400 issued and outstanding shares of Series D
Preferred Stock. Each share of Common Stock is entitled to one vote and each
share of Series D Preferred Stock is entitled to that number of votes equal to
the number of shares of Common Stock into which a share of Series D Preferred
Stock is convertible, or 16,666.66 votes per share of Series D Preferred Stock,
on any matter brought to a vote of the Company's stockholders. On December 3,
1999, a majority of all of the Company's voting securities, totaling 41,077,959
votes, or 67.3% of the total votes entitled to be cast approved, by an executed
written consent, the Amendment to the Restated Certificate; such Amendment to
take effect 20 days following the mailing of this Information Statement or on
such later date as may be specified by the Board of Directors. Such action is
sufficient to satisfy the applicable requirements of Delaware law that such
action be approved by stockholders. Accordingly, stockholders will not be asked
to take further action on the Amendment at any future meeting. Stockholder
approval was not required for the issuance of the Series E Preferred Stock.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of March 1, 2000
regarding the beneficial ownership of the Common Stock by (i) each person known
to the Company to beneficially own more than 5% of the Company's voting
securities; (ii) each director and each named executive officer; and (iii) all
executive officers and directors of the Company as a group. A person is a
beneficial owner if he or she has or shares voting power or investment power. On
March 1, 2000 there were outstanding 73,985,878 shares of Common Stock of the
Company and 3,042 shares of Series E Preferred Stock.
Beneficial Ownership of Securities
As of March 1, 2000
<TABLE>
<CAPTION>
Beneficial Ownership
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Name and Address of Beneficial Amount and Nature of Beneficial Percent of Class of Outstanding Voting
Owner Ownership Securities
- ------------------------------ ------------------------------- --------------------------------------
<S> <C> <C>
Danskin Investors, LLC (1) 62,898,470 Common Stock 75.22%
9595 Wilshire Boulevard Series E Preferred Stock 0%
Beverly Hills, CA 90121
S.G. Cowan (2) 9,677,419 Common Stock 11.57%
32 Old Slip 600 Series E Preferred Stock 19.72%
New York, NY 10004
Charles Dolan 6,451,612 Common Stock 8.02%
c/o Cable Vision 400 Series E Preferred Stock 13.14%
1111 Stewart Avenue
Bethpage, NY 11714
Donald Schupak (3) 5,948,315 Common Stock 7.44%
Series E Preferred Stock 0%
David Chu (4) 645,597 Common Stock .87%
40 Series E Preferred Stock 1.31%
Nina McLemore (5) 801,730 Common Stock 1.07%
Series E Preferred Stock 0%
Carol J. Hochman 6,040,000 Common Stock 7.64%
Series E Preferred Stock 0%
Margaret B. Pritchard (6) 147,916 Common Stock 0.19%
Series E Preferred Stock 0%
</TABLE>
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<TABLE>
<S> <C> <C>
Henry T. Mortimer, Jr. (6) 27,500 Common Stock 0.04%
Series E Preferred Stock 0%
Larry B. Shelton (6) 27,500 Common Stock 0.04%
Series E Preferred Stock 0%
Andrew J. Astrachan (4) 1,104,493 Common Stock 1.47%
40 Series E Preferred Stock 1.31%
Michael Hsieh (6) 23,333 Common Stock 0.03%
Series E Preferred Stock 0%
James P. Jalil (6) 23,333 Common Stock 0.03%
Series E Preferred Stock 0%
Cathy Volker 897,459 Common Stock 1.21%
Series E Preferred Stock 0%
Beverly Eichel (6) 120,000 Common Stock 0.16%
Series E Preferred Stock 0%
Mary Ann Domuracki - Common Stock 0%
Series E Preferred Stock 0%
Debbie Hobbs - Common Stock 0%
Series E Preferred Stock 0%
Denise Landman - Common Stock 0%
Series E Preferred Stock 0%
All directors and executive officers as 15,807,177 Common Stock 18.93%
a group (15 persons) (7) 80 Series E Preferred Stock 2.6%
</TABLE>
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(1) The amount shown as Common stock includes Common Stock and a presently
exercisable warrant.
(2) The amount shown as Common Stock includes those shares of Common Stock
issuable upon conversion of the Series E Preferred Stock. Each share of
Series E Preferred Stock entitles the holder thereof to one vote per share
for each share of Common Stock that would be issued upon conversion of a
share of Series E Preferred Stock (16,129 votes per share).
(3) Includes 5,803,315 shares of Common Stock underlying a presently exercisable
warrant and 20,000 shares of Common Stock underlying presently exercisable
options.
(4) The amount shown as Common Stock includes those shares of Common Stock
issuable upon conversion of the Series E Preferred Stock and presently
exercisable warrants and options.
(5) The amount shown as Common Stock includes presently exercisable options and
warrants.
(6) The amount shown as Common Stock includes presently exercisable options.
(7) The amount shown as Common Stock includes presently exercisable warrants and
options and shares of Common Stock issuable upon conversion of the Series E
Preferred Stock.
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No Dissenter's Rights
None of the corporate actions described in this Information Statement will
afford to stockholders the opportunity to dissent from the action described
herein and to receive an agreed or judicially appraised value for their shares.
By Order of the Board of Directors
DONALD SCHUPAK
Chairman of the Board of Directors
April __, 2000
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EXHIBIT A
Exhibit Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Danskin, Inc.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DANSKIN, INC.
Pursuant to Section 242 of the Delaware
General Corporation Law
Carol J. Hochman, Chief Executive Officer and President, and MARGARET B.
PRITCHARD, Senior Vice President, General Counsel and Secretary of DANSKIN,
INC., a corporation organized and existing under the laws of the State of
Delaware, hereby certify as follows:
FIRST: The name of the Corporation is "Danskin, Inc." The original name of
the Corporation was "Danpen, Inc."
SECOND: The first paragraph of Article FOUR of the Certificate of
Incorporation of the Corporation is hereby amended to read as
follows:
"The total number of shares of all classes of stock which the Corporation shall
have authority to issue is Two Hundred Fifty Million, Ten Thousand (250,010,000)
shares, of which Ten Thousand (10,000) shares, designated as Preferred Stock,
shall have a par value of One Cent ($.01) per share (the "Preferred Stock"), and
Two Hundred Fifty Million (250,000,000) shares, designated as Common Stock,
shall have a par value of One Cent ($.01) per share (the "Common Stock")."
THIRD: The foregoing amendment has been duly adopted in accordance with the
provisions of Sections 141(f), 228 and 242 of the General
Corporation Law of the State of Delaware. Written consent to the
foregoing amendment has been given by the holders of a majority of
the stock of the Corporation entitled to vote thereon in accordance
with Section 228 of the General Corporation Law of the State of
Delaware.
FOURTH: This Amendment to the Certificate of Incorporation of the
Corporation shall be effective on and as of the date of filing
of this Certificate of Amendment with the office of the
Secretary of State of Delaware.
IN WITNESS WHEREOF, the undersigned have made and signed this Certificate of
Amendment as of this 24th day of April, 2000.
Margaret B. Pritchard
Senior Vice President,
General Counsel and Secretary
ATTESTED:
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Carol J. Hochman
Chief Executive Officer and President
