SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Cygne Designs, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
232556100
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(CUSIP Number)
Bernard M. Manuel
c/o Cygne Designs, Inc.
680 Fifth Avenue
New York, New York 10019
(212) 489-3900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 26, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 28 Pages)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 232556100 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Bernard M. Manuel
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS (2)(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
French Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 5,001,975
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
4,379,690
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,001,975
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP No.: 232556100
This Amendment No. 2 amends and supplements the Schedule 13D, dated
November 3, 1997, as amended by the Schedule 13D/A, dated February 24, 1998
(collectively, the "Schedule 13D") filed by Bernard Manuel. Except as modified
hereby, there has been no change in the information previously reported in the
Schedule 13D.
CUSIP NO.: 232556100
This statement on Schedule 13D/A is being filed by Bernard M. Manuel relating to
the shares of common stock par value of $0.01 per share, of Cygne Designs, Inc.
ITEM 1 SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Cygne Designs, Inc., a Delaware corporation (the
"Issuer"), whose principal executive offices are located at:
680 Fifth Avenue
New York, NY 10019
ITEM 2 IDENTITY AND BACKGROUND.
ITEM 2(b) BUSINESS ADDRESS.
c/o Cygne Designs, Inc.
680 Fifth Avenue
New York, NY 10019
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<PAGE>
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 5,001,975 shares of Common Stock beneficially owned by Mr. Manuel, a
total of 1,147,215 shares were acquired by Mr. Manuel prior to the date of
the Issuer's initial public offering, 2,206,867 shares were acquired by Mr.
Manuel in December 1997, an additional 55,000 shares are issuable to Mr.
Manuel upon the exercise of employee stock options granted prior to July
1993, and 622,285 shares represent shares owned by a third party as to
which Mr. Manuel has been granted voting rights for a period of five years
ending February 24, 2003.
On February 26, 1999, Mr. Manuel entered into a Stock Purchase Agreement
with H.K.N. International Limited ("H.K.N.") pursuant to which Mr. Manuel
agreed to acquire the aggregate of 422,591 shares of Common Stock owned by
H.K.N. for a price of $.30 per share, or $126,777.30 in the aggregate (the
"H.K.N. Stock Acquisition"). The closing of the H.K.N. Stock Acquisition is
scheduled to take place on May 21, 1999, unless otherwise agreed by the
parties, and is not subject to any material conditions.
On February 26, 1999, Mr. Manuel entered into a Stock Purchase Agreement
with the Bernard M. Manuel 1992 Irrevocable Trust for Children (the "1992
Trust") pursuant to which Mr. Manuel agreed to acquire 322,678 shares of
Common Stock owned by the 1992 Trust for a price of $.10 per share, or
$32,267.80 in the aggregate (the "1992 Trust Stock Acquisition"). The
closing of the 1992 Trust Stock Acquisition is scheduled to take place on
May 21, 1999 unless otherwise agreed by the parties, and is not subject to
any material conditions.
On February 26, Mr. Manuel entered into a Stock Purchase Agreement with
Isabelle L. Manuel pursuant to which Mr. Manuel agreed to acquire 161,339
shares of
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<PAGE>
Common Stock owned by Isabelle L. Manuel for a price of $.10 per share, or
$16,133.90 in the aggregate (the "Isabelle L. Manuel Stock
Acquisition"). The closing of the Isabelle L. Manuel Stock Acquisition is
scheduled to take place on May 21, 1999, unless otherwise agreed by the
parties, and is not subject to any material conditions.
On February 26, 1999, Mr. Manuel entered into a Stock Purchase Agreement
with The Bernard M. Manuel Foundation (the "Foundation"), pursuant to which
Mr. Manuel agreed to acquire 64,000 shares of Common Stock owned by the
Foundation for a price of $.10 per share, or $6,400 in the aggregate (the
"Foundation Stock Acquisition"). The closing of the Foundation Stock
Acquisition is scheduled to take place on May 21, 1999, unless otherwise
agreed by the parties, and is not subject to any material conditions.
Mr. Manuel intends to use his personal funds to consummate each of the
H.K.N. Stock Acquisition, the 1992 Trust Stock Acquisition, the Isabelle
L. Manuel Stock Acquisition and the Foundation Stock Acquisition
(collectively, the "Stock Acquisitions").
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<PAGE>
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5(a) AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS:
See the Cover Page, Item 11, for the amount of Common Stock
beneficially owned, which amount includes: (i) 4,324,690 shares owned
directly by Mr. Manuel; (ii) 622,285 shares owned by Cleveland
Investment Limited, a Hong Kong company ("CIL"), as to which Mr.
Manuel has been granted voting rights for a period of five years
ending February 24, 2003; and (iii) 55,000 shares issuable upon the
exercise of options which are presently exercisable. Mr. Manuel
disclaims beneficial ownership of the shares owned by CIL.
See the Cover Page, Item 13 for the percent of Common Stock
beneficially owned.
ITEM 5(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
See Cover Page, Item 7.
(ii) Shared power to vote or to direct the vote:
See Cover Page, Item 8.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Page, Item 9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Page, Item 10.
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<PAGE>
ITEM 5(c) TRANSACTIONS IN THE STOCK.
During the past 60 days, the following transactions were effected in
the Common Stock covered by this Schedule 13D.
On February 26, 1999, Mr. Manuel entered into four Stock Purchase
Agreements relating to the H.K.N. Stock Acquisition, the 1992 Trust
Stock Acquisition, the Isabelle L. Manuel Stock Acquisition and the
Foundation Stock Acquisition, respectively.
ITEM 7 EXHIBITS.
1. Stock Purchase Agreement dated as of November 3, 1997 by and
among Bernard M. Manuel, Irving Benson and Dianne Benson.*
2. Stock Purchase Agreement dated as of November 11, 1997 by and
among Bernard M. Manuel, Stuart B. Katz and Limited Direct
Associates, L.P.*
3. Stock Purchase Agreement dated as of November 11, 1997 by and
among Bernard M. Manuel, Stuart B. Katz and Fenn Wright and
Manson (Antilles) N.V.*
4. Irrevocable Proxy from Cleveland Investment Limited.*
5. Stock Purchase Agreement dated as of February 26, 1999 by and
between Bernard M. Manuel and H.K.N. International Limited.
6. Stock Purchase Agreement dated as of February 26, 1999 by and
between Bernard M. Manuel and the Bernard M. Manuel 1992
Irrevocable Trust for Children.
7. Stock Purchase Agreement dated as of February 26, 1999 by and
between Bernard M. Manuel and Isabelle L. Manuel.
8. Stock Purchase Agreement dated as of February 26, 1999 by and
between Bernard M. Manual and The Bernard M. Manuel
Foundation.
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* Previously filed as an exhibit to the Schedule 13D.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 5, 1999
---------------------------
(Date)
/s/ BERNARD M. MANUEL
---------------------------
Bernard M. Manuel
STOCK PURCHASE AGREEMENT
Agreement, dated as of February 26, 1999, by and between Bernard M. Manuel
("Buyer") and H.K.N. INTERNATIONAL LIMITED, a British Virgin Island company
("Seller").
RECITALS
A. Seller is the record and beneficial owner of an aggregate of 422,591
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. Buyer has agreed to buy, and Seller has agreed to sell, the Shares,
subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, Seller and Buyer hereby agree as follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, Seller hereby
agrees to transfer and sell to Buyer, and Buyer hereby agrees to purchase from
Seller, the Shares at a purchase price of $. 30 per Share, or $126,777.30 in the
aggregate.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated hereunder
(the "Closing") shall take place at the offices of the Company, at 10:30 A.M. on
May 21, 1999 (the "Closing Date"), or at such other time and place as may be
mutually agreed upon in writing by the parties. At the Closing (i) Buyer shall
deliver to Seller a certified or official bank check payable to the order of
Seller in the amount of the purchase price for the Shares being sold by Seller
and (ii) Seller will deliver to Buyer one or more stock certificates
representing the Shares purchased by Buyer from Seller as set forth herein, with
stock powers duly endorsed in blank attached thereto, and shall take all such
further actions as may reasonably be requested by the Company's transfer agent
in connection with the issuance to Buyer of a certificate or certificates,
registered in the name of Buyer, representing the Shares. The Shares shall be
transferred by Seller to Buyer free and clear of any and all Encumbrances (as
hereinafter defined). In addition, Seller shall affix to the stock certificates
being delivered by Seller, at Seller's expense, all requisite stock transfer tax
stamps, if any.
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<PAGE>
ARTICLE THREE
(Certain Representations and Warranties of Seller)
Seller hereby represents and warrants to, and covenants with, Buyer that:
3.1 Compliance. All necessary action has been taken by Seller to authorize
the execution, delivery and performance of this Agreement by Seller. The
execution, delivery and performance by Seller of this Agreement and the sale and
delivery of the Shares by Seller will not violate, conflict with or result in a
breach of any agreement or other document or undertaking to which Seller is a
party or by which Seller is bound or violate any law, regulation, order, writ,
injunction or decree of any court or administrative or governmental body by
which Seller is bound.
3.2 Unencumbered Title. Seller is the sole record and beneficial owner of
the Shares to be transferred by Seller to Buyer. Such Shares are not subject to
any lien, claim, restriction or encumbrance or to any option or right
(collectively, "Encumbrances") that restricts Seller from transferring good and
marketable title to such Shares to Buyer, free and clear of any Encumbrances.
3.3 Familiarity with the Company. Seller has relied upon independent
investigations made by Seller or Seller's representatives and Seller is fully
familiar with the business, results of operations, financial condition,
prospects and other affairs of the Company. Seller acknowledges that in
connection with the sale of the Shares hereunder, neither the Company, Buyer nor
anyone acting on their behalf or any other person has made, and Seller is not
relying upon, any representations, statements or projections concerning the
Company, its present or projected results of operations, its prospects, its
present or future plans, its products, or the value of its shares or business or
any other matter in relation to its business or affairs.
3.4 Opportunity to Ask Questions. Seller has been given the opportunity to
ask questions of and to receive answers from the Company regarding the business,
results of operations, financial condition, prospects or other affairs of the
Company and to obtain such other information as Seller desired in order to
evaluate Seller's decision to sell the Shares.
3.5 Professional Advice. Seller has received professional advice from
Seller's counsel and accountants regarding Seller's sale of the Shares.
ARTICLE FOUR
(Certain Representations and Warranties of Buyer)
Buyer represents and warrants to Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be purchased by
him for investment for his own account and not with the view to, or for resale
in connection with, any distribution thereof. He is an "accredited investor"
within the meaning of Regulation D under the
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<PAGE>
Securities Act of 1933, as amended (the "Securities Act"), and has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of an investment in the Shares. He understands
that the Shares have not been registered under the Securities Act or under the
securities laws of any state and, therefore, cannot be resold unless so
registered or unless an exemption from registration is available. The stock
certificates will bear a legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of the
Company. He acknowledges that in connection with his purchase of Shares
hereunder, neither the Company, Seller nor anyone acting on their behalf or any
other person has made, and he is not relying upon, any representations,
warranties, statements or projections concerning the Company, its present or
projected results of operations, its prospects, its present or future plans, its
products, or the value of its shares or business or any other matter in relation
to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligation of Buyer to purchase the Shares is subject to the
fulfillment of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of Seller to consummate the sale of the Shares are
subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement
shall be true and correct in all material respects at the date hereof and at and
as of the Closing, with the same force and effect as if made at and as of the
Closing, and Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by Buyer
on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the tate of New York as such laws are applied to agreements between New
York residents entered into and to be performed entirely within New York.
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<PAGE>
6.2 Third Party Beneficiary. In permitting the transfer of the Shares
hereunder, the Company may rely upon, and shall be a third party beneficiary of,
the representations and warranties of Seller set forth in Article Three hereof
and the representations and warranties of Buyer set forth in Article Four
hereof.
6.3 Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement.
6.4 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or omission
to exercise any right, power or remedy accruing upon any breach or default under
this Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.8 Additional Acts. The parties hereto agree to sign such additional
documents and to take such additional actions as may reasonably be necessary of
any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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<PAGE>
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
H.K.N. INTERNATIONAL LIMITED
By: /s/ SNAP SERVICES (H.K.) LIMITED
------------------------------------
Name: Snap Services (H.K.) Limited
Title: Director
/s/ BERNARD M. MANUEL
-------------------------------------
Bernard M. Manuel
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STOCK PURCHASE AGREEMENT
Agreement, dated as of February 26, 1999, by and between Bernard M. Manuel
("Buyer") and the Bernard M. Manuel 1992 Irrevocable Trust for Children
("Seller").
RECITALS
A. Seller is the record and beneficial owner of an aggregate of 322,678
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. Buyer has agreed to buy, and Seller has agreed to sell, the Shares,
subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, Seller and Buyer hereby agree as follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, Seller hereby
agrees to transfer and sell to Buyer, and Buyer hereby agrees to purchase from
Seller, the Shares at a purchase price of $. 10 per Share, or $32,267.80 in the
aggregate.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated hereunder
(the "Closing") shall take place at the offices of the Company, at 10:30 A.M. on
May 21, 1999 (the "Closing Date"), or at such other time and place as may be
mutually agreed upon in writing by the parties. At the Closing (i) Buyer shall
deliver to Seller a certified or official bank check payable to the order of
Seller in the amount of the purchase price for the Shares being sold by Seller
and (ii) Seller will deliver to Buyer one or more stock certificates
representing the Shares purchased by Buyer from Seller as set forth herein, with
stock powers duly endorsed in blank attached thereto, and shall take all such
further actions as may reasonably be requested by the Company's transfer agent
in connection with the issuance to Buyer of a certificate or certificates,
registered in the name of Buyer, representing the Shares. The Shares shall be
transferred by Seller to Buyer free and clear of any and all Encumbrances (as
hereinafter defined). In addition, Seller shall affix to the stock certificates
being delivered by Seller, at Seller's expense, all requisite stock transfer tax
stamps, if any.
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<PAGE>
ARTICLE THREE
(Certain Representations and Warranties of Seller)
Seller hereby represents and warrants to, and covenants with, Buyer that:
3.1 Compliance. All necessary action has been taken by Seller to authorize
the execution, delivery and performance of this Agreement by Seller. The
execution, delivery and performance by Seller of this Agreement and the sale and
delivery of the Shares by Seller will not violate, conflict with or result in a
breach of any agreement or other document or undertaking to which Seller is a
party or by which Seller is bound or violate any law, regulation, order, writ,
injunction or decree of any court or administrative or governmental body by
which Seller is bound.
3.2 Unencumbered Title. Seller is the sole record and beneficial owner of
the Shares to be transferred by Seller to Buyer. Such Shares are not subject to
any lien, claim, restriction or encumbrance or to any option or right
(collectively, "Encumbrances") that restricts Seller from transferring good and
marketable title to such Shares to Buyer, free and clear of any Encumbrances.
3.3 Familiarity with the Company. Seller has relied upon independent
investigations made by Seller or Seller's representatives and Seller is fully
familiar with the business, results of operations, financial condition,
prospects and other affairs of the Company. Seller acknowledges that in
connection with the sale of the Shares hereunder, neither the Company, Buyer nor
anyone acting on their behalf or any other person has made, and Seller is not
relying upon, any representations, statements or projections concerning the
Company, its present or projected results of operations, its prospects, its
present or future plans, its products, or the value of its shares or business or
any other matter in relation to its business or affairs.
3.4 Opportunity to Ask Questions. Seller has been given the opportunity to
ask questions of and to receive answers from the Company regarding the business,
results of operations, financial condition, prospects or other affairs of the
Company and to obtain such other information as Seller desired in order to
evaluate Seller's decision to sell the Shares.
3.5 Professional Advice. Seller has received professional advice from
Seller's counsel and accountants regarding Seller's sale of the Shares.
ARTICLE FOUR
(Certain Representations and Warranties of Buyer)
Buyer represents and warrants to Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be purchased by
him for investment for his own account and not with the view to, or for resale
in connection with, any
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<PAGE>
distribution thereof. He is an "accredited investor" within the meaning of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"), and has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an investment in the
Shares. He understands that the Shares have not been registered under the
Securities Act or under the securities laws of any state and, therefore, cannot
be resold unless so registered or unless an exemption from registration is
available. The stock certificates will bear a legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of the
Company. He acknowledges that in connection with his purchase of Shares
hereunder, neither the Company, Seller nor anyone acting on their behalf or any
other person has made, and he is not relying upon, any representations,
warranties, statements or projections concerning the Company, its present or
projected results of operations, its prospects, its present or future plans, its
products, or the value of its shares or business or any other matter in relation
to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligation of Buyer to purchase the Shares is subject to the
fulfillment of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of Seller to consummate the sale of the Shares are
subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement
shall be true and correct in all material respects at the date hereof and at and
as of the Closing, with the same force and effect as if made at and as of the
Closing, and Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by Buyer
on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the
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<PAGE>
State of New York as such laws are applied to agreements between New York
residents entered into and to be performed entirely within New York.
6.2 Third Party Beneficiary. In permitting the transfer of the Shares
hereunder, the Company may rely upon, and shall be a third party beneficiary of,
the representations and warranties of Seller set forth in Article Three hereof
and the representations and warranties of Buyer set forth in Article Four
hereof.
6.3 Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement.
6.4 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or omission
to exercise any right, power or remedy accruing upon any breach or default under
this Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.8 Additional Acts. The parties hereto agree to sign such additional
documents and to take such additional actions as may reasonably be necessary of
any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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<PAGE>
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
Bernard M. Manuel 1992 Irrevocable Trust for Children
By: /s/ ROY E. GREEN
---------------------------------
Name: Roy E. Green
Title: Trustee
/s/ BERNARD M. MANUEL
---------------------------------
Bernard M. Manuel
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STOCK PURCHASE AGREEMENT
Agreement, dated as of February 26, 1999, by and between Bernard M. Manuel
("Buyer") and Isabelle L. Manuel ("Seller").
RECITALS
A. Seller is the record and beneficial owner of an aggregate of 161,339
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. Buyer has agreed to buy, and Seller has agreed to sell, the Shares,
subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, Seller and Buyer hereby agree as follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, Seller hereby
agrees to transfer and sell to Buyer, and Buyer hereby agrees to purchase from
Seller, the Shares at a purchase price of $. 10 per Share, or $16,133.90 in the
aggregate.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated hereunder
(the "Closing") shall take place at the offices of the Company, at 10:30 A.M. on
May 21, 1999 (the "Closing Date"), or at such other time and place as may be
mutually agreed upon in writing by the parties. At the Closing (i) Buyer shall
deliver to Seller a certified or official bank check payable to the order of
Seller in the amount of the purchase price for the Shares being sold by Seller
and (ii) Seller will deliver to Buyer one or more stock certificates
representing the Shares purchased by Buyer from Seller as set forth herein, with
stock powers duly endorsed in blank attached thereto, and shall take all such
further actions as may reasonably be requested by the Company's transfer agent
in connection with the issuance to Buyer of a certificate or certificates,
registered in the name of Buyer, representing the Shares. The Shares shall be
transferred by Seller to Buyer free and clear of any and all Encumbrances (as
hereinafter defined). In addition, Seller shall affix to the stock certificates
being delivered by Seller, at Seller's expense, all requisite stock transfer tax
stamps, if any.
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<PAGE>
ARTICLE THREE
(Certain Representations and Warranties of Seller)
Seller hereby represents and warrants to, and covenants with, Buyer that:
3.1 Compliance. All necessary action has been taken by Seller to authorize
the execution, delivery and performance of this Agreement by Seller. The
execution, delivery and performance by Seller of this Agreement and the sale and
delivery of the Shares by Seller will not violate, conflict with or result in a
breach of any agreement or other document or undertaking to which Seller is a
party or by which Seller is bound or violate any law, regulation, order, writ,
injunction or decree of any court or administrative or governmental body by
which Seller is bound.
3.2 Unencumbered Title. Seller is the sole record and beneficial owner of
the Shares to be transferred by Seller to Buyer. Such Shares are not subject to
any lien, claim, restriction or encumbrance or to any option or right
(collectively, "Encumbrances") that restricts Seller from transferring good and
marketable title to such Shares to Buyer, free and clear of any Encumbrances.
3.3 Familiarity with the Company. Seller has relied upon independent
investigations made by Seller or Seller's representatives and Seller is fully
familiar with the business, results of operations, financial condition,
prospects and other affairs of the Company. Seller acknowledges that in
connection with the sale of the Shares hereunder, neither the Company, Buyer nor
anyone acting on their behalf or any other person has made, and Seller is not
relying upon, any representations, statements or projections concerning the
Company, its present or projected results of operations, its prospects, its
present or future plans, its products, or the value of its shares or business or
any other matter in relation to its business or affairs.
3.4 Opportunity to Ask Questions. Seller has been given the opportunity to
ask questions of and to receive answers from the Company regarding the business,
results of operations, financial condition, prospects or other affairs of the
Company and to obtain such other information as Seller desired in order to
evaluate Seller's decision to sell the Shares.
3.5 Professional Advice. Seller has received professional advice from
Seller's counsel and accountants regarding Seller's sale of the Shares.
ARTICLE FOUR
(Certain Representations and Warranties of Buyer)
Buyer represents and warrants to Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be purchased by
him for investment for his own account and not with the view to, or for resale
in connection with, any
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<PAGE>
distribution thereof. He is an "accredited investor" within the meaning of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"), and has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an investment in the
Shares. He understands that the Shares have not been registered under the
Securities Act or under the securities laws of any state and, therefore, cannot
be resold unless so registered or unless an exemption from registration is
available. The stock certificates will bear a legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of the
Company. He acknowledges that in connection with his purchase of Shares
hereunder, neither the Company, Seller nor anyone acting on their behalf or any
other person has made, and he is not relying upon, any representations,
warranties, statements or projections concerning the Company, its present or
projected results of operations, its prospects, its present or future plans, its
products, or the value of its shares or business or any other matter in relation
to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligation of Buyer to purchase the Shares is subject to the
fulfillment of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of Seller to consummate the sale of the Shares are
subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement
shall be true and correct in all material respects at the date hereof and at and
as of the Closing, with the same force and effect as if made at and as of the
Closing, and Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by Buyer
on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the
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<PAGE>
State of New York as such laws are applied to agreements between New York
residents entered into and to be performed entirely within New York.
6.2 Third Party Beneficiary. In permitting the transfer of the Shares
hereunder, the Company may rely upon, and shall be a third party beneficiary of,
the representations and warranties of Seller set forth in Article Three hereof
and the representations and warranties of Buyer set forth in Article Four
hereof.
6.3 Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement.
6.4 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or omission
to exercise any right, power or remedy accruing upon any breach or default under
this Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.8 Additional Acts. The parties hereto agree to sign such additional
documents and to take such additional actions as may reasonably be necessary of
any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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<PAGE>
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
/s/ ISABELLE L. MANUEL
--------------------------------------
Isabelle L. Manuel
/s/ BERNARD M. MANUEL
--------------------------------------
Bernard M. Manuel
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STOCK PURCHASE AGREEMENT
Agreement, dated as of February 26, 1999, by and between Bernard M. Manuel
("Buyer") and THE BERNARD M. MANUEL FOUNDATION, a private foundation ("Seller").
RECITALS
A. Seller is the record and beneficial owner of an aggregate of 64,000
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. Buyer has agreed to buy, and Seller has agreed to sell, the Shares,
subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, Seller and Buyer hereby agree as follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, Seller hereby
agrees to transfer and sell to Buyer, and Buyer hereby agrees to purchase from
Seller, the Shares at a purchase price of $. 10 per Share, or $6,400 in the
aggregate.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated hereunder
(the "Closing") shall take place at the offices of the Company, at 10:30 A.M. on
May 21, 1999 (the "Closing Date"), or at such other time and place as may be
mutually agreed upon in writing by the parties. At the Closing (i) Buyer shall
deliver to Seller a certified or official bank check payable to the order of
Seller in the amount of the purchase price for the Shares being sold by Seller
and (ii) Seller will deliver to Buyer one or more stock certificates
representing the Shares purchased by Buyer from Seller as set forth herein, with
stock powers duly endorsed in blank attached thereto, and shall take all such
further actions as may reasonably be requested by the Company's transfer agent
in connection with the issuance to Buyer of a certificate or certificates,
registered in the name of Buyer, representing the Shares. The Shares shall be
transferred by Seller to Buyer free and clear of any and all Encumbrances (as
hereinafter defined). In addition, Seller shall affix to the stock certificates
being delivered by Seller, at Seller's expense, all requisite stock transfer tax
stamps, if any.
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<PAGE>
ARTICLE THREE
(Certain Representations and Warranties of Seller)
Seller hereby represents and warrants to, and covenants with, Buyer that:
3.1 Compliance. All necessary action has been taken by Seller to authorize
the execution, delivery and performance of this Agreement by Seller. The
execution, delivery and performance by Seller of this Agreement and the sale and
delivery of the Shares by Seller will not violate, conflict with or result in a
breach of any agreement or other document or undertaking to which Seller is a
party or by which Seller is bound or violate any law, regulation, order, writ,
injunction or decree of any court or administrative or governmental body by
which Seller is bound.
3.2 Unencumbered Title. Seller is the sole record and beneficial owner of
the Shares to be transferred by Seller to Buyer. Such Shares are not subject to
any lien, claim, restriction or encumbrance or to any option or right
(collectively, "Encumbrances") that restricts Seller from transferring good and
marketable title to such Shares to Buyer, free and clear of any Encumbrances.
3.3 Familiarity with the Company. Seller has relied upon independent
investigations made by Seller or Seller's representatives and Seller is fully
familiar with the business, results of operations, financial condition,
prospects and other affairs of the Company. Seller acknowledges that in
connection with the sale of the Shares hereunder, neither the Company, Buyer nor
anyone acting on their behalf or any other person has made, and Seller is not
relying upon, any representations, statements or projections concerning the
Company, its present or projected results of operations, its prospects, its
present or future plans, its products, or the value of its shares or business or
any other matter in relation to its business or affairs.
3.4 Opportunity to Ask Questions. Seller has been given the opportunity to
ask questions of and to receive answers from the Company regarding the business,
results of operations, financial condition, prospects or other affairs of the
Company and to obtain such other information as Seller desired in order to
evaluate Seller's decision to sell the Shares.
3.5 Professional Advice. Seller has received professional advice from
Seller's counsel and accountants regarding Seller's sale of the Shares.
ARTICLE FOUR
(Certain Representations and Warranties of Buyer)
Buyer represents and warrants to Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be purchased by
him for investment for his own account and not with the view to, or for resale
in connection with, any
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<PAGE>
distribution thereof. He is an "accredited investor" within the meaning of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"), and has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an investment in the
Shares. He understands that the Shares have not been registered under the
Securities Act or under the securities laws of any state and, therefore, cannot
be resold unless so registered or unless an exemption from registration is
available. The stock certificates will bear a legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of the
Company. He acknowledges that in connection with his purchase of Shares
hereunder, neither the Company, Seller nor anyone acting on their behalf or any
other person has made, and he is not relying upon, any representations,
warranties, statements or projections concerning the Company, its present or
projected results of operations, its prospects, its present or future plans, its
products, or the value of its shares or business or any other matter in relation
to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligation of Buyer to purchase the Shares is subject to the
fulfillment of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of Seller to consummate the sale of the Shares are
subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement
shall be true and correct in all material respects at the date hereof and at and
as of the Closing, with the same force and effect as if made at and as of the
Closing, and Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by Buyer
on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the
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<PAGE>
State of New York as such laws are applied to agreements between New York
residents entered into and to be performed entirely within New York.
6.2 Third Party Beneficiary. In permitting the transfer of the Shares
hereunder, the Company may rely upon, and shall be a third party beneficiary of,
the representations and warranties of Seller set forth in Article Three hereof
and the representations and warranties of Buyer set forth in Article Four
hereof.
6.3 Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement.
6.4 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or omission
to exercise any right, power or remedy accruing upon any breach or default under
this Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.8 Additional Acts. The parties hereto agree to sign such additional
documents and to take such additional actions as may reasonably be necessary of
any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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<PAGE>
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
THE BERNARD M. MANUEL FOUNDATION
By: /s/ BERNARD M. MANUEL
---------------------------------
Name: Bernard M. Manuel
Title: Trustee
/s/ BERNARD M. MANUEL
---------------------------------
Bernard M. Manuel
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