-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IvVcAY6Hh5po5o629LSlre7jhpHmkMnrggUBva3TvkHxuFX2k3EsQ4LoCajBrH47 Fl5a69FTa9VoEZ4lS1rT3w== 0000857737-03-000014.txt : 20030415 0000857737-03-000014.hdr.sgml : 20030415 20030414175416 ACCESSION NUMBER: 0000857737-03-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030415 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANDIES INC CENTRAL INDEX KEY: 0000857737 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 112481903 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41257 FILM NUMBER: 03649319 BUSINESS ADDRESS: STREET 1: 400 COLUMBUS AVE. CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 9147698600 MAIL ADDRESS: STREET 1: 400 COLUMBUS AVE. CITY: VALHALLA STATE: NY ZIP: 10595 FORMER COMPANY: FORMER CONFORMED NAME: MILLFELD TRADING CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANDIES INC CENTRAL INDEX KEY: 0000857737 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 112481903 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 COLUMBUS AVE. CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 9147698600 MAIL ADDRESS: STREET 1: 400 COLUMBUS AVE. CITY: VALHALLA STATE: NY ZIP: 10595 FORMER COMPANY: FORMER CONFORMED NAME: MILLFELD TRADING CO INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 cand_13d0403.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CANDIE'S, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK (Title of Class of Securities) 137409 10 8 (CUSIP Number) Joshua Jaffe, Esq. Blank Rome Tenzer Greenblatt LLP 405 Lexington Avenue New York, New York 10174 (212) 885-5425 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) January 15, 2003; February 1, 2003 - -------------------------------------------------------------------------------- (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(e), (f) or (g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - ---------- 1 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 ("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 1 of 8 Pages SCHEDULE 13D CUSIP NO. 137409 10 8 ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NEIL COLE ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)|_| (b) |_| ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* N/A ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)|_| ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 3,448,800 (includes 2,895,875 shares issuable PERSON WITH upon exercise of options) _________________________________________________________ 8 SHARED VOTING POWER 0 _________________________________________________________ 9 SOLE DISPOSITIVE POWER 2,985,875 (includes 2,895,875 shares issuable upon exercise of options) _________________________________________________________ 10 SHARED DISPOSITIVE POWER 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,448,800 (includes 2,985,875 shares issuable upon exercise of options) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_| ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ Page 2 of 8 Pages This Amendment No. 3 amends and supplements the Schedule 13D, as previously amended (the "Schedule 13D"), heretofore filed by Neil Cole (the "Reporting Person") with the Securities and Exchange Commission with respect to the common stock, $.001 par value, ("Candie's Common Stock") of Candie's, Inc., a Delaware corporation (the "Company"). Except as amended hereby, there has been no change in the information contained in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The options referred to in item 4 below were granted by the Company to the Reporting Person in his capacity as an employee and officer of the Company as performance incentives. The shares referred to in Item 5(c) below were purchased by the Reporting Person using his personal funds. Item. 4 Purpose of Transaction. As noted in Item 3 above, the options grants which are reported herein in Item 5(a)-(b) were granted to the Reporting Person by the Company in his capacity as an employee and officer of the Company as an incentive to his performance. Certain of the options have been granted in connection with an employment agreement between the Company and the Reporting Person. The shares referred to in Item 5(c) below and shares held for the account of the Reporting Person in the Company's 401(K) Savings Plan were acquired by the Reporting Person or for the accounts of the minor children of the Reporting Person, for investment. The Reporting Person may make purchases of Candie's Common Stock from time to time through the exercise of options or otherwise and may dispose of the shares of Candie's Common Stock held by him from time to time or at any time. The Reporting Person has no plans or proposals which relate to, or could result in any of the matters referred to, in paragraphs (b) through (j) of this Item 4 of Schedule 13D. The Reporting Person may review or reconsider his position with respect to the Company or to formulate plans or proposals with respect to any such matter, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) - (b) Beneficial ownership is calculated based upon 24,961,469 shares of Candie's Common Stock outstanding on November 26, 2002 according to the Company's Form 10-Q for the quarter ended October 31, 2002. Page 3 of 8 Pages As of the date of this Amendment No. 3 the Reporting Person beneficially owned 3,448,800 shares of Candie's Common Stock, representing 12.4% (calculated in accordance with the instructions to Schedule 13D) of the issued and outstanding shares of Candie's Common Stock. Said securities consist of (i) 462,925 shares owned by the former wife of the Reporting Person as to which shares the Reporting Person has voting but no dispositive power; (ii) 70,000 shares owned directly by the Reporting Person; (iii) 20,000 shares owned by the Reporting Person for which the Reporting Person placed in a custodial account; and (iv) 2,895,875 shares of Candie's Common Stock issuable upon exercise of options that are exercisable within 60 days from the date hereof, as follows: No. of Underlying Shares of Common Stock Exercise Price Expiration Date 400,000 $1.50 November 29, 2004 10,000 $1.25 December 20, 2004 253,750 $3.50 March 9, 2008 400,000 $3.50 September 11, 2008 650,000 $3.50 October 14, 2008 10,000 $3.50 December 11, 2008 25,000 $0.9688 January 31, 2010 321,625 $1.125 July 18, 2010 260,500 $1.25 August 18, 2010 350,000 $2.30 October 26, 2011 200,000 $2.75 April 23, 2012 15,000 $4.41 May 22, 2012 With respect to the shares described in clause (i) above, the Reporting Person may be deemed to be the beneficial owner of such shares by virtue of his having the right to vote the shares. Page 4 of 8 Pages In addition to the foregoing, the Reporting Person owns options to purchase an additional 400,000 shares of Candie's Common Stock at an exercise price of $2.75 per share. These options vest in two equal annual installments of 200,000 shares commencing on February 1, 2004, and expire on April 23, 2012. Except for the 462,925 shares owned by his former wife and 15,194 shares held in the Candie's, Inc. 401(K) Savings Plan for the account of the Reporting Person, the Reporting Person has the sole power to vote and dispose of all the shares of Candie's Common Stock to which this statement relates. (c) Since the date of the Amendment No. 2 to the Schedule 13D filed by the Reporting Person (i) options to purchase 400,000 shares of Common Stock previously issued to the Reporting Person expired by their terms, (ii) options to purchase 200,000 shares of Candie's Common Stock previously issued to the Reporting Person have vested and (iii) the following open market purchases of Candie's Common Stock were effected for the account of the Reporting Person or his minor children. - -------------------------------------------------------------------------------- Trade Date Number of Shares Purchased Purchase Price - -------------------------------------------------------------------------------- 12/16/02 1,000 $1.02 - -------------------------------------------------------------------------------- 12/16/02 1,300 $1.04 - -------------------------------------------------------------------------------- 12/16/02 7,700 $1.05 - -------------------------------------------------------------------------------- 12/17/02 600 $1.03 - -------------------------------------------------------------------------------- 12/17/02 100 $1.39 - -------------------------------------------------------------------------------- 12/17/02 200 $1.04 - -------------------------------------------------------------------------------- 12/17/02 9,100 $1.05 - -------------------------------------------------------------------------------- 12/18/02 2,000 $1.04 - -------------------------------------------------------------------------------- 12/18/02 4,300 $1.05 - -------------------------------------------------------------------------------- 12/18/02 3,700 $1.06 - -------------------------------------------------------------------------------- 12/19/02 1,000 $1.04 - -------------------------------------------------------------------------------- 12/19/02 6,000 $1.05 - -------------------------------------------------------------------------------- 12/19/02 2,000 $1.07 - -------------------------------------------------------------------------------- Page 5 of 8 Pages - -------------------------------------------------------------------------------- 12/19/02 1,000 $1.08 - -------------------------------------------------------------------------------- 12/20/02 2,000 $1.07 - -------------------------------------------------------------------------------- 12/20/02 2,000 $1.08 - -------------------------------------------------------------------------------- 12/20/02 100 $1.09 - -------------------------------------------------------------------------------- 12/20/02 4,000 $1.11 - -------------------------------------------------------------------------------- 12/20/02 1,900 $1.16 - -------------------------------------------------------------------------------- 01/08/03 6,600 $1.15* - -------------------------------------------------------------------------------- 01/08/03 800 $1.1287* - -------------------------------------------------------------------------------- 01/09/03 12,600 $1.20* - -------------------------------------------------------------------------------- 01/10/03 1,000 $1.20 - -------------------------------------------------------------------------------- 01/10/03 1,900 $1.229 - -------------------------------------------------------------------------------- 01/10/03 1,500 $1.23 - -------------------------------------------------------------------------------- 01/10/03 200 $1.24 - -------------------------------------------------------------------------------- 01/10/03 200 $1.249 - -------------------------------------------------------------------------------- 01/10/03 1,200 $1.25 - -------------------------------------------------------------------------------- 01/10/03 4,000 $1.26 - -------------------------------------------------------------------------------- 01/13/03 1,800 $1.25 - -------------------------------------------------------------------------------- 01/13/03 6,100 $1.27 - -------------------------------------------------------------------------------- 01/13/03 2,100 $1.29 - -------------------------------------------------------------------------------- * Represents shares held in a custodial account for the benefit of the minor children of the Reporting Person. The inclusion in this Schedule 13D of these shares shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 13 (d) or Section 16 of the Securities Exchange Act of 1934, or for any other purpose. Page 6 of 8 Pages Other than as set forth above, since the filing of Amendment No. 2 to the Reporting Person's Schedule 13-D, the Reporting Person has not acquired or disposed of any shares of Candie's Common Stock. (c) The Reporting Person affirms that no person other than the Reporting Person has the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Candie's Common Stock beneficially owned by the Reporting Person, other than (i) Reporting Person's former wife, who has the right to receive and the power to direct the receipt of dividends from, or the proceeds of the sale from 462,925 shares of Candie's Common Stock owned by her as to which the Reporting Person has sole voting but no dispositive power and (ii) the minor children of the Reporting Person who have the right to receive the dividends from, or the proceeds of the sale from 20,000 shares of Common Stock held in custodial accounts for their benefit. (d) It is inapplicable for the purposes herein to state the date on which the Reporting Person ceased to be the owner of more than five percent of the Candie's Common Stock. Page 7 of 8 Pages SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 14, 2003 /s/ NEIL COLE --------------- NEIL COLE Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----