-----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, LvwDztYiHAiFIoDisZfLTII1bNf5fAeqCLcAgJCiEz8QWawQywJGpvE93HvsrYCX svoXLbPBoaOHxTLeTjNqGw== 0000950110-97-001495.txt : 19971114 0000950110-97-001495.hdr.sgml : 19971114 ACCESSION NUMBER: 0000950110-97-001495 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971112 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYGNE DESIGNS INC CENTRAL INDEX KEY: 0000906782 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 042843286 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43273 FILM NUMBER: 97714524 BUSINESS ADDRESS: STREET 1: 1372 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123546474 MAIL ADDRESS: STREET 1: 1372 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANUEL BERNARD M CENTRAL INDEX KEY: 0000923099 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1372 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123546474 MAIL ADDRESS: STREET 1: 1372 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* Cygne Designs, Inc. ------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 232556100 -------------- (CUSIP Number) Bernard M. Manuel c/o Cygne Designs, Inc. 1372 Broadway New York, New York 10018 (212) 354-6474 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 1997 ------------------------------------------------------- (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 [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 26 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). SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 232556100 Page 2 of 26 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Bernard M. Manuel ###-##-#### - ---- -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---- -------------------------------------------------------------------------- 3 SEC USE ONLY - ---- -------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ---- -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS (2)(d) or 2(e) [ ] - ---- -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION French Citizen - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,473,082 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---- ------------------------------------------------------ 8 SHARED VOTING POWER 161,339 ---- ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 3,473,082 ---- ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 161,339 - ---- -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,634,421 - ---- -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---- -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.1% - ---- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---- -------------------------------------------------------------------------- -2- SCHEDULE 13D CUSIP No.: 232556100 This statement on Schedule 13D 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: 1372 Broadway New York, NY 10018 ITEM 2 IDENTITY AND BACKGROUND. ITEM 2(a) NAME OF PERSON FILING. See Cover Page, Item 1. ITEM 2(b) BUSINESS ADDRESS. c/o Cygne Designs, Inc. 1372 Broadway New York, NY 10018 ITEM 2(c) PRESENT OCCUPATION. Mr. Manuel is the Chairman of the Board and Chief Executive Officer of the Issuer, a private label designer, merchandiser and manufacturer of woven and knit career and casual clothing for women, with its principal address listed in Item 1 above. ITEM 2(d) CRIMINAL CONVICTIONS. Mr. Manuel has not, during the last five years, been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). -3- ITEM 2(e) CIVIL PROCEEDINGS. Mr. Manuel has not, in the last five years, been a party to any civil proceeding which resulted in a judgment, decree or final order enjoining Mr. Manuel from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation by Mr. Manuel with respect to such laws. ITEM 2(f) CITIZENSHIP. See Cover Page, Item 6. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the 3,634,421 shares of Common Stock beneficially owned by Mr. Manuel, a total of 1,372,554 shares (as previously reported by Mr. Manuel in a Schedule 13G) were acquired by Mr. Manuel, his wife, or the Bernard M. Manuel Foundation prior to the Issuer's initial public offering in July 1993 and an additional 55,000 shares are issuable to Mr. Manuel upon the exercise of employee stock options granted prior to July 1993. On November 3, 1997, Mr. Manuel entered into a Stock Purchase Agreement with Irving Benson and his wife, Dianne Benson (collectively, the "Bensons") pursuant to which Mr. Manuel agreed to acquire the aggregate of 951,400 shares of Common Stock owned by the Bensons for a price of $.40 per share, or $380,560 in the aggregate (the "Benson Stock Acquisition"). The closing of the Benson Stock Acquisition is scheduled to take place on December 3, 1997, unless otherwise agreed by the parties, and is not subject to any material conditions. On November 11, 1997, Mr. Manuel entered into a Stock Purchase Agreement with Limited Direct Associates, L.P. ("LDA"), a limited partnership consisting of a wholly-owned subsidiary and certain operating divisions of The Limited, Inc., pursuant to which Mr. Manuel agreed to acquire 734,319 shares of Common Stock owned by LDA for a price of $.45 per share, or $330,443.55 in the aggregate (the "LDA Stock Acquisition"). Mr. Stuart B. Katz, a director of the Issuer, agreed pursuant to the same Stock Purchase Agreement to acquire 120,000 shares of Common Stock owned by LDA for the same per share price, or $54,000 in the aggregate. The closing of the LDA Stock Acquisition is scheduled to take place on December 3, 1997, unless otherwise agreed by the parties, and is not subject to any material conditions. On November 12, 1997, Mr. Manuel entered into a Stock Purchase Agreement with Fenn Wright and Manson (Antilles) N.V. ("FWM NV") pursuant to which Mr. Manuel agreed to acquire 521,148 shares of -4- Common Stock owned by FWM NV for a price of $.55 per share, or $286,631.40 in the aggregate (the "FWM NV Stock Acquisition"). Mr. Katz agreed pursuant to the same Stock Purchase Agreement to acquire 80,000 shares of Common Stock owned by FWM NV for the same per share price, or $44,000 in the aggregate. Mr. Manuel intends to use his personal funds to consummate each of the Benson Stock Acquisition, the LDA Stock Acquisition and the FWM NV Stock Acquisition (collectively, the "Stock Acquisitions"). ITEM 4 PURPOSE OF TRANSACTION. Mr. Manuel currently holds his shares for investment purposes; however, as a result of the voting power associated with his shares of the Issuer and his position as Chairman of the Board and Chief Executive Officer of the Issuer, Mr. Manuel may be deemed to control or share control of the Issuer. As stated above, Mr. Manuel is Chairman of the Board of Directors and Chief Executive Officer of the Issuer and, accordingly, actions taken by Mr. Manuel in his capacity as a director and officer of the Issuer will be reported by the Issuer in periodic and other reports filed by the Issuer under the Securities Exchange Act of 1934 (the "Act"). This Report is being filed with respect to Mr. Manuel's individual ownership of equity securities of the Issuer and does not relate to actions taken by Mr. Manuel in his official capacity. Mr. Manuel may determine to change his investment intent with respect to the Issuer at any time in the future. In reaching any conclusion as to his future course of action, Mr. Manuel will take into consideration various factors, such as his financial position, the Issuer's business and prospects, the availability of shares from other control persons or stockholders of the Issuer, other developments concerning the Issuer, other business opportunities available to Mr. Manuel, and general economic and stock market conditions, including, but not limited to, the market price of the Issuer's Common Stock. Mr. Manuel reserves the right, depending on other relevant factors, to acquire additional shares of the Issuer's Common Stock in open market or privately negotiated transactions, to dispose of all or a portion of his holdings of shares of the Issuer's Common Stock, or to change his intentions with respect to any or all of the matters referred to in this Item. Other than as described in this Item 4, Mr. Manuel has no present plans or proposals which relate to or would result in: (a) the acquisition or disposition of Common Stock; -5- (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, such as a merger, reorganization or liquidation; (c) a sale or other transfer of a material amount of assets involving the Issuer or its subsidiaries; (d) a change in the number of or term of the directors or management of the Issuer; (e) any material change in the capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter or bylaws which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration under the Exchange Act; or (j) any other similar action. 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) 1,147,215 shares owned directly by Mr. Manuel; (ii) 951,400 shares which Mr. Manuel is acquiring directly in connection with the Benson Stock Acquisition; (iii) 734,319 shares which Mr. Manuel is acquiring directly in connection with the LDA Acquisition; (iv) 521,148 shares which Mr. Manuel is acquiring directly in connection with the FWM NV Stock Acquisition; (v) 161,339 shares owned by Mr. Manuel's spouse as to which shares Mr. Manuel disclaims beneficial ownership; (vi) 64,000 shares owned by the Bernard M. Manuel Foundation for which Mr. Manuel is the sole trustee, however, Mr. Manuel disclaims beneficial ownership of such shares; and (vii) 55,000 shares issuable upon the exercise of options which are presently exercisable. Does not include 332,678 shares owned by the Bernard M. Manuel 1992 Irrevocable Trust for Children established for the benefit of Mr. Manuel's children. See the Cover Page, Item 13 for the percent of Common Stock beneficially owned. -6- 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. 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 November 3, 1997, Mr. Manuel entered into a Stock Purchase Agreement relating to the Benson Stock Acquisition. On November 11, 1997, Mr. Manuel entered into a Stock Purchase Agreement relating to the LDA Stock Acquisition. On November 12, 1997, Mr. Manuel entered into a Stock Purchase Agreement relating to the FWM NV Stock Acquisition. ITEM 5(e) DATE ON WHICH REPORTING PERSON CEASED TO BE 5% HOLDER. Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Inapplicable. 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 12, 1997 by and among Bernard M. Manuel, Stuart B. Katz and Fenn Wright and Manson (Antilles) N.V. -7- 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. November 12, 1997 --------------------------- (Date) /s/ BERNARD M. MANUEL --------------------------- Bernard M. Manuel EX-1 2 STOCK PURCHASE AGREEMENT Exhibit 1 STOCK PURCHASE AGREEMENT Agreement, dated as of November 3, 1997, by and among Bernard M. Manuel ("Buyer"), Irving Benson ("I. Benson") and Dianne Benson ("D. Benson", and, together with I. Benson, the "Sellers"). R E C I T A L S A. The Sellers are the record and beneficial owners of an aggregate of 951,400 shares (the "Shares") of common stock, par value $.01 per share ("Common Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and B. The Buyer has agreed to buy, and the Sellers have 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, the Sellers and the 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, each Seller, severally and not jointly, hereby agrees to transfer and sell to the Buyer, and the Buyer hereby agrees to purchase from each Seller, that number of Shares set forth opposite such Seller's name in Schedule A hereto at a purchase price of $.40 per Share, or $380,560 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 Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, NY at 9:30 A.M. on December 3,1997 (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) the Buyer shall deliver to each Seller a certified or official bank check payable to the order of such Seller in the amount of the purchase price for the Shares being sold by such Seller as set forth in Schedule A hereto and (ii) each Seller will deliver to the Buyer one or more stock certificates representing the Shares purchased by the Buyer from such 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 the Buyer of a certificate or certificates, registered in the name of the Buyer, representing the Shares. The Shares shall be transferred by each Seller to the Buyer free and clear of any and all Encumbrances (as hereinafter defined). In addition, each Seller shall affix to the stock certificates being delivered by such Seller, at such Seller's expense, all requisite stock transfer tax stamps, if any. ARTICLE THREE (Certain Representations and Warranties of the Sellers) Each Seller, severally and not jointly, hereby represents and warrants to, and covenants with, the Buyer that: 3.1 Compliance. The execution, delivery by such Seller and performance by such Seller of this Agreement and the sale and delivery of the Shares by such Seller will not violate, conflict with or result in a breach of any agreement or other document or undertaking to which such Seller is a party or by which such Seller is bound or violate any law, regulation, order, writ, injunction or decree of any court or administrative or governmental body by which such Seller is bound. 3.2 Unencumbered Title. Such Seller is the sole record and beneficial owner of the Shares to be transferred by such Seller to the Buyer. Such Shares are not subject to any lien, claim, restriction or encumbrance or to any option or right (collectively, "Encumbrances") that restricts such Seller from transferring good and marketable title to such Shares to the Buyer, free and clear of any Encumbrances. 3.3 Familiarity with the Company. Such Seller has relied upon independent investigations made by such Seller or such Seller's representatives and such Seller is fully familiar with the business, results of operations, financial condition, prospects and other affairs of the Company. Such Seller acknowledges that in connection with the sale of the Shares hereunder, neither the Company, the Buyer nor anyone acting on their behalf or any other person has made, and such 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. Such 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 such Seller desired in order to evaluate such Seller's decision to sell the Shares. -2- 3.5 Professional Advice. Such Seller has received professional advice from such Seller's counsel and accountants regarding such Seller's sale of the Shares. ARTICLE FOUR (Certain Representations and Warranties of the Buyer) The Buyer represents and warrants to the Sellers 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 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, the Sellers 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 the Buyer to purchase the Shares is subject to the fulfillment of each of the following conditions: (a) The representations and warranties of the Sellers 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 each Seller shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such Seller on or prior to the Closing. -3- 5.2 The obligations of the Sellers to consummate the sale of the Shares are subject to the fulfillment of each of the following conditions: (a) The representations and warranties of the 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 the Buyer shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by the 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 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 the Sellers set forth in Article Three hereof and the representations and warranties of the 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. -4- 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. 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/ IRVING BENSON ------------------------------------- Irving Benson /s/ DIANNE BENSON ------------------------------------- Dianne Benson /s/ BERNARD M. MANUEL ------------------------------------- Bernard M. Manuel -5- SCHEDULE A ================================================================================ Seller Number of Shares Sold Purchase Price ================================================================================ Irving Benson 885,061 shares $354,024.40 - -------------------------------------------------------------------------------- Dianne Benson 66,339 shares $26,535.60 - -------------------------------------------------------------------------------- Total 951,400 shares $380,560.00 ================================================================================ -6- EX-2 3 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement, dated as of this 11th day of November, 1997, by and among Bernard M. Manuel ("Manuel"), Stuart B. Katz ("Katz" and together with Manuel, the "Buyers") and Limited Direct Associates, L.P., a Delaware limited partnership (the "Seller"). R E C I T A L S : A. The Seller is the record and beneficial owner of an aggregate of 854,319 shares (the "Shares") of common stock, par value $.01 per share ("Common Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and B. The Buyers have agreed to buy, and the 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, the Seller and the Buyers 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, the Seller hereby agrees to transfer and sell to the Buyers, and each Buyer, severally and not jointly, hereby agrees to purchase from the Seller, that number of Shares set forth opposite such Seller's name in Schedule A hereto at a purchase price of $.45 per Share. 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 Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, NY at 10:00 A.M. on December 3, 1997 (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) each of Manuel and Katz shall deliver to the Seller a certified or official bank check payable to the order of the Seller in the amount of the purchase price for the Shares being purchased by him and (ii) the Seller will deliver to the Buyers one or more stock certificates representing the Shares purchased by the Buyers from the 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 the Buyers of a certificate or certificates, registered in the name of such Buyers, representing the Shares being acquired by such Buyer. The Shares shall be transferred by the Seller to the Buyers free and clear of any and all Encumbrances (as hereinafter defined), provided that the Buyers will purchase and affix to the stock certificates all requisite stock transfer tax stamps and will be entitled to all rebates of such stock transfer taxes. ARTICLE THREE (Certain Representations and Warranties of the Seller) The Seller hereby represents and warrants to, and covenants with, the Buyers that: 3.1 Authorization; 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 the Seller of this Agreement and the sale and delivery of the Shares by the Seller will not violate, conflict with or result in a breach of any agreement or other document or undertaking to which the Seller is a party or by which the Seller is bound or violate any law, regulation, order, writ, injunction or decree of any court or administrative or governmental body by which the Seller is bound. 3.2 Unencumbered Title. The Seller is the sole record and beneficial owner of the Shares to be transferred to the Buyers. The Shares are not subject to any lien, claim, restriction or encumbrance or to any option or right (collectively, "Encumbrances") that restricts the Seller from transferring good and marketable title to the Shares to the Buyers, free and clear of any Encumbrances. 3.3 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. -2- ARTICLE FOUR (Certain Representations and Warranties of the Buyers) Each Buyer, severally and not jointly, represents and warrants to the 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 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, the Seller nor anyone acting on its 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 obligations of the Buyers to purchase the Shares is subject to the fulfillment of each of the following conditions: (a) The representations and warranties of the 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 the 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 each 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 -3- Closing, and each Buyer shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such 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 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 the Seller set forth in Article Three hereof and the representations and warranties of the Buyers set forth in Article Four hereof. 6.3 Survival, etc. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 6.4 Successors and Assigns. This Agreement may not be assigned. 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. -4- 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. 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. LIMITED DIRECT ASSOCIATES, L.P. By: Limited Direct, Inc., its General Partner By: /s/ WILLIAM GERBER --------------------------------------------- Name: William Gerber Title: Vice President of Limited Direct, Inc. /s/ BERNARD M. MANUEL --------------------------------------------- Bernard M. Manuel /s/ STUART B. KATZ --------------------------------------------- Stuart B. Katz -5- SCHEDULE A - ------------------------------------------------------------------------------- NUMBER OF SHARES BUYER PURCHASED PURCHASE PRICE - ------------------------------------------------------------------------------- Bernard M. Manuel 734,319 shares $330,443.55 - ------------------------------------------------------------------------------- Stuart B. Katz 120,000 shares $54,000.00 - ------------------------------------------------------------------------------- TOTAL 854,319 shares $384,443.55 - ------------------------------------------------------------------------------- -6- EX-3 4 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement, dated as of this 12th day of November, 1997, by and among Bernard M. Manuel ("Manuel"), Stuart B. Katz ("Katz" and together with Manuel, the "Buyers") and Fenn Wright and Manson (Antilles) N.V., a Netherlands Antilles corporation (the "Seller"). R E C I T A L S : A. The Seller is the record and beneficial owner of an aggregate of 601,148 shares (the "Shares") of common stock, par value $.01 per share ("Common Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and B. The Buyers have agreed to buy, and the 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, the Seller and the Buyers 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, the Seller hereby agrees to transfer and sell to the Buyers, and each Buyer, severally and not jointly, hereby agrees to purchase from the Seller, that number of Shares set forth opposite such Seller's name in Schedule A hereto at a purchase price of $.55 per Share. 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 Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, NY at 10:00 A.M. on December 3, 1997 (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) each of Manuel and Katz shall deliver to the Seller a certified or official bank check payable to the order of the Seller in the amount of the purchase price for the Shares being purchased by him and (ii) the Seller will deliver to the Buyers one or more stock certificates representing the Shares purchased by the Buyers from the 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 the Buyers of a certificate or certificates, registered in the name of such Buyers, representing the Shares being acquired by such Buyer. The Shares shall be transferred by the Seller to the Buyers free and clear of any and all Encumbrances (as hereinafter defined). In addition, the Seller shall affix to the stock certificates being delivered by the Seller, at Seller's expense, all requisite stock transfer tax stamps, if any. ARTICLE THREE (Certain Representations and Warranties of the Seller) The Seller hereby represents and warrants to, and covenants with, the Buyers that: 3.1 Authorization; Compliance. All necessary corporate action has been taken by Seller to authorize the execution, delivery and performance of this Agreement by Seller. The execution, delivery and performance by the Seller of this Agreement and the sale and delivery of the Shares by the Seller will not violate, conflict with or result in a breach of any agreement or other document or undertaking to which the Seller is a party or by which the Seller is bound or violate any law, regulation, order, writ, injunction or decree of any court or administrative or governmental body by which the Seller is bound. 3.2 Unencumbered Title. The Seller is the sole record and beneficial owner of the Shares to be transferred to the Buyers. The Shares are not subject to any lien, claim, restriction or encumbrance or to any option or right (collectively, "Encumbrances") that restricts the Seller from transferring good and marketable title to the Shares to the Buyers, 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. Seller acknowledges that in connection with the sale of the Shares hereunder, neither the Company, the Buyers 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. -2- 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 the Buyers) Each Buyer, severally and not jointly, represents and warrants to the 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 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, the Seller nor anyone acting on its 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 obligations of the Buyers to purchase the Shares is subject to the fulfillment of each of the following conditions: (a) The representations and warranties of the 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 the Seller to consummate the sale of the Shares are subject to the fulfillment of each of the following conditions: -3- (a) The representations and warranties of each 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 each Buyer shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such 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 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 the Seller set forth in Article Three hereof and the representations and warranties of the Buyers 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. -4- 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. 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. FENN WRIGHT and MANSON (Antilles) N.V. By: /s/ COLIN C FENN ------------------------------------ Name: Colin C. Fenn Title: Managing Director /s/ BERNARD M. MANUEL ------------------------------------ Bernard M. Manuel /s/ STUART B. KATZ ------------------------------------ Stuart B. Katz -5- SCHEDULE A - ------------------------------------------------------------------------------- NUMBER OF SHARES BUYER PURCHASED PURCHASE PRICE - ------------------------------------------------------------------------------- Bernard M. Manuel 521,148 shares $286,631.40 - ------------------------------------------------------------------------------- Stuart B. Katz 80,000 shares $44,000.00 - ------------------------------------------------------------------------------- TOTAL 601,148 shares $330,631.40 - ------------------------------------------------------------------------------- -6- -----END PRIVACY-ENHANCED MESSAGE-----