-----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, GeP+GRAKfTyIT/qSpukAX35T/66EyieGpaBnegPuFMz2MF08uarDSyvt+5WUdNz0 vP6yJaBeHKfRIfFQHG9v3g== 0000902561-99-000464.txt : 19991018 0000902561-99-000464.hdr.sgml : 19991018 ACCESSION NUMBER: 0000902561-99-000464 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990702 FILED AS OF DATE: 19991013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GFSI HOLDINGS INC CENTRAL INDEX KEY: 0001036180 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 742810744 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-38951 FILM NUMBER: 99727501 BUSINESS ADDRESS: STREET 1: 9700 COMMERCE PARKWAY CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138880445 MAIL ADDRESS: STREET 1: 9700 COMMERCE PKWY CITY: LENEXA STATE: KS ZIP: 66219 10-K/A 1 FORM 10-K/AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 2, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-38951 GFSI HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 74-2810744 -------------------------------- --------------------- State or Other Jurisdiction of I.R.S. Employer Incorporation or Organization Identification Number 9700 Commerce Parkway Lenexa, KS 66219 (Address of Principal Executive Offices and Zip Code) (913) 888-0445 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 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. ______ The aggregate market value of the voting stock held by non-affiliates (as defined in Rule 405) of the registrant as of September 1, 1999 was $0. On September 1, 1999, there were 1,992.5 shares of the Registrant's common stock, $.01 par value per share, issued and outstanding. Item 11 of the Form 10-K, filed with the Securities and Exchange Commission on September 30, 1999, is hereby amended and restated to read in its entirety as follows: Item 11 - Executive Compensation The following table sets forth information concerning the aggregate compensation paid and accrued to the Company's top five executive officers for services rendered to the Company during each of the three most recent fiscal years. The executive officers include Robert M. Wolff, Chairman, John L. Menghini, President and Chief Executive Officer, Robert G. Shaw, Senior Vice President, Finance and Human Resources, Larry D. Graveel, Executive Vice President and Chief Operating Officer, and Michael H. Gary, Senior Vice President, Sales Administration.
Fiscal Other Annual Position Year Salary Bonus Compensation (1) - -------- ------ ----------- ---------- ---------------- Robert M. Wolff, Chairman 1999 $ 170,000 $ -- $ -- 1998 155,000 -- -- 1997 147,498 -- 16,822 John L. Menghini 1999 250,000 255,615 6,400 President and Chief 1998 250,000 422,750 7,040 Executive Officer 1997 249,038 300,000 14,773 Robert G. Shaw, Senior Vice President 1999 160,000 92,000 6,400 and Chief Financial Officer 1998 160,000 194,112 7,040 1997 159,615 120,000 14,773 Larry D. Graveel 1999 180,000 96,923 6,400 Executive Vice President 1998 180,000 201,060 7,040 Chief Operating Officer 1997 179,615 120,000 17,809 Michael H. Gary 1999 180,000 96,923 6,400 Senior Vice President 1998 180,000 194,112 7,040 1997 185,769 120,000 18,973 (1) Other annual compensation consists of car allowances, profit sharing, group medical benefits and individual beneficiary life insurance premiums paid by the Company.
Incentive Compensation Plan The Company adopted an incentive compensation plan (the "Incentive Plan"), for senior executives during the fiscal year ended July 3, 1998. The Incentive Plan provides for annual cash bonuses payable based on a percentage of EBIT (as defined in the Incentive Plan) if certain EBIT targets are met. 2 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 on October 13, 1999. GFSI HOLDINGS, INC. By: /s/ JOHN L. MENGHINI --------------------------------- John L. Menghini President, Chief Executive Officer and a Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on October 13, 1999. Signatures Title ---------- ----- /s/ ROBERT M. WOLFF Chairman and a Director - ----------------------------- Robert M. Wolff /s/ JOHN L. MENGHINI President, Chief Executive Officer - ----------------------------- and a Director (Principal Executive Officer) John L. Menghini /s/ ROBERT G. SHAW Senior Vice President, Finance and a Director - ----------------------------- (Principal Financial and Accounting Officer) Robert G. Shaw /s/ LARRY D. GRAVEEL Executive Vice President, Chief Operating - ----------------------------- Officer and a Director Larry D. Graveel /s/ A. RICHARD CAPUTO, JR. Vice President and a Director - ------------------------------ A. Richard Caputo, Jr. /s/ JOHN W. JORDAN II Director - ------------------------------- John W. Jordan II /s/ DAVID W. ZALAZNICK Director - ------------------------------- David W. Zalaznick 3 -----END PRIVACY-ENHANCED MESSAGE-----