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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended Commission file number
February 28, 1998 0-6708
NAUTICA ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-2431048
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
40 WEST 57TH STREET, NEW YORK, NEW YORK 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 541-5757
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Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock
par value $.10 per share
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
On May 22, 1998, the aggregate market value of the voting stock held
by non-affiliates of the registrant, using the average bid and asked prices of
the registrant's stock on such date, was $1,024,050,409. As of May 22, 1998,
there were issued and outstanding 39,453,421 shares of the Company's Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Identification of Document Part into which Incorporated
Proxy Statement for Annual Meeting
of Stockholders to be held July 1, 1998. Part III -- Items 10, 11, 12 and 13
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PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of Nautica Enterprises,
Inc. and Subsidiaries required by Part II, Item 8, are included in
Part IV of this report:
<TABLE>
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Page
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Report of Independent Certified Public Accountants F-1
Consolidated Balance Sheets at February 28, 1998 and 1997 F-2
Consolidated Statements of Earnings for each of the three years in the
period ended February 28, 1998 F-4
Consolidated Statement of Stockholders' Equity for each of the three years
in the period ended February 28, 1998 F-5
Consolidated Statements of Cash Flows for each of the three years in the
period ended February 28, 1998 F-6
Notes to Consolidated Financial Statements F-7 - 21
(a) 2. Financial Statement Schedule
Included in Part IV of this report:
Schedule for each of the three years in the period ended February 28, 1998:
II - Valuation and Qualifying Accounts F-22
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3. Exhibits
3(a) Registrant's By-laws as currently in effect are incorporated
herein by reference to Registrant's Registration Statement
on Form S-1 (Registration No. 33-21998).
3(b) Registrant's Certificate of Incorporation is incorporated by
reference to the Registration Statement on Form S-3
(Registration No. 33-71926), as amended by a Certificate of
Amendment dated June 29, 1995.
10(iii)(a) Registrant's Executive Incentive Stock Option Plan is
incorporated by reference herein from the Registrant's
Registration Statements on Form S-8 (Registration Number
33-1488), as amended by the Company's Registration Statement
on Form S-8 (Registration Number 33-45823).
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10(iii)(b) Registrant's 1989 Employee Incentive Stock Plan is
incorporated by reference herein from the Registrant's
Registration Statement on Form S-8 (Registration Number
33-36040).
10(iii)(c) Registrant's 1994 Incentive Compensation Plan is
incorporated herein from the Registrant's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997.
10(iii)(d) Registrant's Deferred Compensation Plan is incorporated
herein from the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28, 1998.
10(iii)(e) Option Agreement and Royalty Agreement, each dated July 1,
1987, by and among the Registrant and David Chu are
incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 (Registration No.
33-21998), and Letter Agreement dated May 1, 1998 between
Mr. Chu and the Registrant. Certain portions of the Letter
Agreement have been omitted based upon a request for
confidential treatment made by the Registrant with the
Securities Exchange Commission. Such omitted portions have
been filed separately with the Securities and Exchange
Commission.
21 Subsidiaries of Registrant*
23.1 Consent of Independent Certified Public Accountants*
27 Financial Data Schedule*
* Previously Filed with Registrant's Annual Report on Form 10-k for
fiscal year ended February 28, 1998.
(b) Reports on Form 8-K.
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NAUTICA ENTERPRISES, INC.
(Registrant)
By: /s/ Harvey Sanders
Harvey Sanders
Chairman (August 21, 1998)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3(a) Registrant's By-laws as currently in effect are
incorporated herein by reference to Registrant's
Registration Statement on Form S-1 (Registration
No. 33-21998).
3(b) Registrant's Certificate of Incorporation is
incorporated by reference to the Registration
Statement on Form S-3 (Registration No. 33-71926),
as amended by a Certificate of Amendment dated
June 29, 1995.
10(iii)(a) Registrant's Executive Incentive Stock Option Plan
is incorporated by reference herein from the
Registrant's Registration Statements on Form S-8
(Registration Number 33-1488), as amended by the
Company's Registration Statement on Form S-8
(Registration Number 33-45823).
10(iii)(b) Registrant's 1989 Employee Incentive Stock Plan is
incorporated by reference herein from the
Registrant's Registration Statement on Form S-8
(Registration Number 33-36040).
10(iii)(c) Registrant's 1994 Incentive Compensation Plan is
incorporated herein from the Registrant's Annual
Report on Form 10-K for the fiscal year ended
February 28, 1997.
10(iii)(d) Registrant's Deferred Compensation Plan is incorporated
herein from the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28, 1998.
10(iii)(e) Option Agreement and Royalty Agreement, each dated
July 1, 1987, by and among the Registrant and David
Chu are incorporated herein by reference from the
Registrant's Registration Statement on Form S-1
(Registration No. 33-21998), and Letter Agreement
dated May 1, 1998 between Mr. Chu and the Registrant.
Certain portions of the Letter Agreement have been
omitted based upon a request for confidential
treatment made by the Registrant with the Securities
Exchange Commission. Such omitted portions have been
filed separately with the Securities and Exchange
Commission.
21 Subsidiaries of Registrant*
23.1 Consent of Independent Certified Public Accountants*
27 Financial Data Schedule*
* Previously Filed with Registrant's Annual Report on Form 10-k for
fiscal year ended February 28, 1998.
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EXHIBIT 10(iii)(e)
[NAUTICA ENTERPRISES, INC. LETTERHEAD]
May 1, 1998
Mr. David Chu
Nautica International, Inc.
11 West 19th Street
11th Floor
New York, New York 10011
Dear David:
This letter sets forth our agreement concerning the sale of certain new apparel
products bearing the "Nautica" trademark in the United States by Nautica
Enterprises, Inc., or one or more of its wholly-owned subsidiaries
(collectively, "Nautica") directly to third parties (the "Third Parties").
Except as provided below, Nautica will pay you a continuing regular payment in
the amount of 1.5% of the "Included Net Sales" of any "Included Products" which
are part of an "Included Line" after such Included Line becomes profitable to
Nautica, for any fiscal year of Nautica, for so long as such Included Products
and/or Included Lines are sold by Nautica to Third Parties (the "Payment").
Included Net Sales will mean gross sales (after deducting returns) of Included
Products by Nautica sold directly at wholesale (or as provided below at retail)
to Third Parties after the date hereof. The "Included Products" will only
include apparel products bearing the "Nautica" trademark and included only in
the lines listed below (the "Included Lines"): . . . (v) ladies sleepwear; (vi)
new sport technology apparel (including hats and bags)...[confidential-filed
with SEC].
The Payment for Included Net Sales by Nautica of any Included Product sold to a
Third Party at a discount of more than 20% shall be .75% of the Included Net
Sales.
In the event that an Included Line is profitable to Nautica for any fiscal year
and becomes unprofitable to Nautica for any subsequent fiscal year(s), the
Payment made to you for any and all such future unprofitable years shall be
reduced to .75% of the Included Net Sales.
No Payment shall be made with respect to retail sales by Nautica. However, if in
any fiscal year an Included Line is profitable to Nautica at retail but not
profitable to Nautica at wholesale, then for such year (i) you will be entitled
to a payment of .75% of the Included Net Sales at retail of the included
Products which are part of such Included Line and (ii) you will not be entitled
to any Payment of the Included Net Sales at wholesale.
In the event that an Included Line is not profitable for any three consecutive
fiscal years after its introduction by Nautica, such Included Line shall no
longer be an Included Line for purposes of this letter.
Nautica agrees to account for each of the Included Lines in such manner that a
detailed accounting of each Included Product and Included Line shall be provided
to you quarterly.
It is our intention that this letter shall maintain the status quo concerning
our respective rights to any intellectual property, including rights to any
Nautica names or trademarks. Accordingly, (i) nothing in this letter will modify
any such respective rights and (ii) neither you nor Nautica will submit, or
refer to, this letter, or any of its terms, in any legal proceeding relating to
such respective rights.
This letter shall be binding upon Nautica and any successors to all or
substantially all of the assets and business of Nautica.
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This agreement constitutes the entire agreement between the parties with respect
to the matters referred to herein.
Very truly yours,
NAUTICA ENTERPRISES, INC.
By: /s/ Harvey Sanders
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Agreed:
/s/ David Chu
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