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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER: 0-26022
SERENGETI EYEWEAR, INC.
(Name of Small Business Issuer in its Charter)
NEW YORK 65-0665659
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
8125 25TH COURT EAST
SARASOTA, FLORIDA 34243
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (941) 359-3599
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Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(Title of Class)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. /_/
The issuer's revenues for the year ended December 31, 1998 were
$43,323,222
The aggregate market value of the voting stock of the issuer held by
non-affiliates of the issuer as of March 31, 1999 was approximately $591,356.
Number of shares of Common Stock outstanding as of March 31, 1999:
2,384,000
Transitional Small Business Disclosure Format
Yes No X
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The names and ages of the directors and executive officers of the
Company are set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITIONS
- ---- --- ---------
<S> <C> <C>
Stephen Nevitt 51 President, Treasurer and Director
Milton Nevitt 77 Vice President, Secretary and
Director
Michael J. Guccione 51 Vice President and Director
Michael Burke 49 Vice President-Marketing and
Director
Edward Borix 49 Vice President of Operations,
Worldwide and Director
Lucia Almquist 45 Vice President-Corporate
Development
Douglas Hinton 46 Vice President - Premium Sales
William McMahon 46 Chief Financial Officer and
Director
David B. Newman 44 Director
William Keener 53 Director
Dr. Jeffrey Sack 37 Director
John Kopinski 46 Director
</TABLE>
Stephen Nevitt became the President of the Company in 1993. Prior to
such time, he served as Vice President and a director of the Company since its
founding in 1976 by his father, Milton Nevitt. As Vice President, he was
involved in all phases of operations including management and sales. As
President he has been given primary responsibility for management
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and sales and has also been responsible for design and development of the
Company's products as well as product procurement.
Milton Nevitt founded the Company in 1976 and served as its President
and a director until 1993, and has since served the Company as a Vice President
and a director. As President, Mr. Nevitt was primarily responsible for sales and
administration. Mr. Nevitt's career in the sunglass industry began in 1950 as a
manufacturer's representative for Rayex Corporation, a major domestic supplier
of popular priced sunglasses. Mr. Nevitt worked in that capacity until Rayex
ceased its business operations in 1976. Mr. Nevitt founded the Company shortly
thereafter.
Michael J. Guccione became a Vice President and director of the Company
in December 1994. Since joining the Company in 1992, Mr. Guccione's primary
responsibilities have been marketing and product development of the Company's
H2Optix and other product lines. Mr. Guccione became employed by Wal-Mart in
1976 and started and headed its fine jewelry division. Mr. Guccione was also in
charge of the development of the sunglass business at Wal-Mart and traveled
extensively throughout the Far East and Pacific Rim for the purpose of
developing resources for the purchase of sunglasses. After leaving Wal-Mart in
1990, Mr. Guccione independently ran a management consulting firm until joining
the Company.
Michael Burke became Vice President-Marketing of the Company in January
1997 and a director of the Company in May 1997. From January 1995 until joining
the Company, Mr. Burke served as a marketing consultant to the Company. From
November 1992 through June 1994, he was Vice President and general manager of
the sunglass division of Smith Sport Optics, a sunglass distributor. From June
1985 until November 1992, Mr. Burke served as Vice President-Marketing of Bausch
& Lomb, Inc.'s Ray-Ban sunglasses division.
Edward Borix became Vice President of Operations, Worldwide of the
Company in March 1997 and a director of the Company in May 1997. From January
1995 until joining the Company, Mr. Borix was a Vice President of Fidelity
Investments, an investment company. From 1979 to 1995, he was a general manager
and director of distribution for various manufacturing plants of Bausch & Lomb,
Inc., a manufacturer of diverse eyeglass, eyewear and other optical products.
Lucia Almquist became Vice President-Corporate Development of the
Company in January 1997. Ms. Almquist was a director of the Company from May
1997 to May 1998. From 1991 through 1997, Ms. Almquist served as Vice President-
Licensing and Merchandising for the Bon Jour Group, Ltd., a designer and
manufacturer of various fashion products.
Douglas Hinton became Vice-President-Premium Sales of the Company in
1998. From 1997 until joining the Company, Mr. Hinton was National Sales Manager
for Bucci, Inc. From 1996 to 1997, Mr. Hinton was Senior Vice President/Sales
and marketing for Optic Video USA. From 1990 to 1996, Mr. Hinton was Senior Vice
President/Optical & Golf Divisions for Bolle USA.
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William McMahon became the Chief Financial Officer of the Company and a
director in June 1998. From 1992 until joining the Company, Mr. McMahon was
Director of Financial Reporting and Corporate Development for Uniroyal
Technology Corporation, a plastic manufacturing company. From 1984 until 1992,
Mr. McMahon was a vice president of Buccino and Associates, Inc. a national
turnaround consulting firm.
David B. Newman, a director of the Company since December 1994, has for
over the last ten years been a partner of Cooperman Levitt Winikoff Lester &
Newman, P.C., which has acted as outside counsel to the Company since 1987.
William Keener, a director of the Company since July 1996, has served
as a Senior Vice President Credit Policy Division Manager at Regions Bank since
September 1998. From May 1994 to September 1998, Mr. Keener served as an
Executive Vice President and Chief Credit Officer of SouthTrust Bank of the
Suncoast, a commercial bank. From March 1990 to May 1994, Mr. Keener served as a
Senior Vice President and Group President for Commercial Lending and,
thereafter, as First Vice-President for Commercial Real Estate for Sunbank,
N.A., a commercial bank.
Jeffrey B. Sack, M.D. became a director of the Company in 1998. He is
board certified in internal medicine and cardiovascular disease and currently
practices in Sarasota, Florida. Dr. Sack has a degree in economics and over
twenty years of business experience in the management of small growth companies.
John Kopinski became a director of the Company in 1998. He has been
serving as President of Rikart South, Inc. in Bradenton, Florida for the past
ten years. Rikart South, Inc. is a leader in the manufacturing of polyethylene
bags.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who beneficially own more
than 10% of the common stock to file reports of ownership and changes in
ownership of such common stock with the Securities and Exchange Commission, and
to file copies of such reports with the Company. Based solely on its review of
the copies of such forms received by it, or written representations from certain
reporting persons that no such forms were required for those persons, the
Company believes that during the fiscal year ended December 31, 1998, all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with except that Messrs. Hinton, McMahon, Sack
and Kopinski were not timely in the filing of their respective Initial
Statements of Beneficial Ownership of Securities and Mr. Burke was not timely in
his filing of one monthly report of one transaction.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of March 31, 1999 with
respect to the beneficial ownership of the outstanding shares of common stock by
(i) any shareholder known
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by the Company to beneficially own more than five percent of such outstanding
shares, (ii) the Company's directors and Named Executive Officers, and (iii) the
directors and executive officers of the Company as a group. Except as otherwise
indicated, the address of each beneficial owner of five percent or more of such
common stock is the same as the Company.
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<TABLE>
<CAPTION>
Amount BENEFICIALLY Ownership
OWNED(1)
NAME AND ADDRESS OF BENEFICIAL OWNER -------- PERCENTAGE(1)
------------------------------------ -------------
<S> <C> <C> <C>
Nevitt Family Trust(2) ............................ 506,103 21.2%
Milton Nevitt ..................................... 278,781 11.7%
Stephen Nevitt .................................... 1,408,422 (3)(4) 45.9%
Michael J. Guccione ............................... 200,830 (5) 8.2%
David B. Newman ................................... 560,103 (3)(6) 23.0%
c/o Cooperman Levitt
Winikoff Lester & Newman, P.C
800 Third Avenue
New York, New York 10022
William Keener .................................... 1,000 *
Michael Burke ..................................... 17,000 (7) *
Dr. Jeffrey B. Sack ............................... 3,500 *
John Kopinski ..................................... 0 --
Douglas Hinton .................................... 0 --
Lucia Almquist .................................... 0 --
Edward Borix ...................................... 3,000 *
William McMahon ................................... 0 --
John R. Clarke .................................... 200,000 (8) 7.7%
1725 Lazy River Lane
Dunwoody, Georgia 30350
RBB Bank Aktiengesellschaft ....................... 750,000 (9) 23.9% (9)
Burging 16
8010 Graz, Austria
Jerome B. Fox ..................................... 122,700 (10) 5.1%
7821 Wilton Crescent Circle
University Park, Florida 34201
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<S> <C> <C>
Directors and executive officers as a
group (12 persons) ............................... 1,966,533 61.5 %
</TABLE>
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* Less than 1%.
(1) Computation based on the term beneficial ownership as used in the
regulations of the Securities and Exchange Commission which, for
purposes of the computation of ownership by the named holder, deems
outstanding shares of common stock issuable upon exercise of options
and convertible securities exercisable or convertible on the date, and
within sixty days following the date, of determination of beneficial
ownership. As of April 1, 1999, 2,384,000 shares of common stock were
actually issued and outstanding.
(2) The indicated trust (the "Trust") was created pursuant to a Trust
Agreement, dated as of September 11, 1992, between Milton Nevitt, as
grantor, and Stephen Nevitt and David B. Newman, as trustees. Such
trustees have the sole power to vote the shares held by the Trust. The
children of Milton Nevitt, including Stephen Nevitt, are the
beneficiaries under the Trust.
(3) Includes 506,103 shares held by the Trust, for which such
beneficial owner acts as trustee.
(4) Includes 681,974 shares issuable upon exercise of options granted
pursuant to the Plan. Stephen Nevitt, pursuant to exercise of a power
granted in the subscription agreement covering the issuance of the
Company's Preferred Shares (as described in Footnote (9) below), has
the power to direct the voting of shares of Common Stock issuable upon
conversion thereof for the election of a majority of the directors of
the Company through October 2000. The table does not include shares of
Common Stock issuable upon conversion of such Preferred Shares.
(5) Includes 68,026 shares issuable upon exercise of options granted
pursuant to the Plan.
(6) Includes 50,000 shares issuable upon exercise of options granted
pursuant to the Plan.
(7) Includes 15,000 shares issuable upon exercise of options granted
pursuant to the Plan.
(8) Represents shares issuable upon exercise of the Series D Warrant
which entitles the holder to purchase such number of shares at an
exercise price of $5.50 per share at any time prior to September 30,
2001.
(9) Includes 750,000 shares issuable upon exercise of warrants granted
to RBB. RBB is the registered owner of 7,500 shares of Series A 6.5%
Convertible Preferred Stock ("Series A Stock"), 7,500 shares of Series
B 6% Convertible Preferred Stock ("Series B Stock") and 7,500 shares of
Series C 6% Convertible Preferred Stock ("Series C Stock"; collectively
with the Series A Stock and the Series B Stock, the "Preferred Shares")
of the Company. Such Preferred Shares is presently convertible into
shares of Common Stock of the Company at a price determined by dividing
the stated value of the series ($7,500,000 for each) by a price equal
to the lower of (i) $5.50 in the case of the Series A Stock, $6.75 in
the case of the Series B Stock and $8.25 in the case of the Series C
Stock, and (ii) 80% of the average market price (as defined) for the
ten consecutive trading days ending three days prior to the notice of
conversion. As of April 1, 1999, the average market price for the ten
previous consecutive trading days was approximately $0.65 per share.
The above computation of beneficial ownership excludes shares of Common
Stock issuable upon conversion of the Preferred Shares. See "Legal
Proceedings" and "Certain Relationships and Related Transactions."
(10) Such information was set forth in a Schedule 13D, dated October
24, 1997. Such Schedule 13D also stated that the spouse of Mr. Fox owns
an additional 600 shares of Common Stock and that Mr. Fox disclaims
beneficial ownership with respect to those shares.
(11) Includes 815,000 shares issuable upon exercise of options granted
to pursuant to the Plan and 506,103 shares of the Company's Common
Stock held by the Trust, with Stephen Nevitt and David B. Newman as
trustees.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this Amendment to this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SERENGETI EYEWEAR, INC.
Date: July 12, 1999 By /s/ William L. McMahon
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William L. McMahon
Chief Financial Officer
(principal financial and accounting
officer) and Director
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