-----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, BJlddTqY2dodoPfbTXUJJAoPt9bLbooEcq4GwFgGlU5dBD1T1DZ6Ioq9xNd3qtVM CEgesRd5tiA/Y0MixCPRpA== 0000909518-98-000436.txt : 19980714 0000909518-98-000436.hdr.sgml : 19980714 ACCESSION NUMBER: 0000909518-98-000436 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNKENNY INC CENTRAL INDEX KEY: 0000029693 STANDARD INDUSTRIAL CLASSIFICATION: 2330 IRS NUMBER: 510228891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21940 FILM NUMBER: 98652965 BUSINESS ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2127307770 MAIL ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 10-K/A 1 AMEND NO. 1 TO 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 10-K/A (AMENDMENT NO. 1) (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 0-21940 DONNKENNY, INC. (Exact name of registrant as specified in its charter) DELAWARE 51-0228891 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1411 BROADWAY NEW YORK, NEW YORK 10018 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 730-7770 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- None None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $.01 PAR VALUE (Title of Class) 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] The aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant, based on a closing sale price of the Common Stock on the Nasdaq National Market on March 19, 1998 of $2.75 per share, was approximately $38,706,085. As of March 19, 1998, 14,074,940 shares of Common Stock of Registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: NONE. - - ----------------------- 1. For purposes of this Report, the number of shares held by non-affiliates was determined by aggregating the number of shares held by the Officers and Directors of Registrant, and by others who, to Registrant's knowledge, own more than 10% of Registrant's Common Stock, and subtracting those shares from the total number of shares outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Donnkenny, Inc. (the "Company"), amends and restates in its entirety Item 12 of Part III. PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information, as of March 15, 1998, with respect to beneficial ownership of the Company's Common Stock by: (i) each of the Company's directors, (ii) each of the Company's Named Executive Officers, (iii) each person who is known by the Company beneficially to own more than 5% of the Company's Common Stock, and (iv) all directors and executive officers of the Company as a group. All information in the table below with respect to the Common Stock of the Company has been restated to reflect the two-for-one stock split paid to all holders of Common Stock of record on December 4, 1995.
NAME AND ADDRESS COMMON STOCK OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENTAGE OWNED - - ------------------- ------------------ ---------------- Schaenen Fox Capital 859,350(2) 5.7% Management LLC 200 Park Avenue Suite 3900 New York, NY 10166 Putnam Investments, Inc. 1,388,150(2) 9.2% 1 Post Office Square Boston, MA 02109 Pioneering Management 890,000(2) 5.9% Corporation 60 State Street Boston, MA 02109 Harvey A. Appelle 427,100(3) 2.8% Herbert L. Ash 15,500(4) * Sheridan C. Biggs 18,000(5) * Robert H. Cohen 20,000(6) * James W. Crystal 28,500(7) * Harvey Horowitz 50,000(8) * Daniel H. Levy 20,000(9) * Stuart S. Levy 105,000(10) * Robert H. Martinsen 32,000(11) * Lynn Siemers-Cross 334,700(12) 2.2% All directors and executive officers as a group (11 persons) 1,076,800 7.1%
- - ---------------------- * Less than 1%. (1) Except as otherwise indicated, the information as to securities owned by directors, nominees and executive officers was furnished to the Company by such directors, nominees and executive officers. (2) Based on information contained in Schedule 13G filed with the Company. (3) Includes 22,500 shares underlying stock options which have been granted to Harvey A. Appelle pursuant to the Company's 1994 Non-Employee Director Option Plan, which are currently exercisable. Also includes 150,000 shares underlying options which have been granted pursuant to Mr. Appelle's employment agreement, which is summarized in this Form 10-K under the caption "Executive Compensation-Employment Agreements". Except with respect to 35,000 shares, such options are currently exercisable. Also includes 150,000 restricted shares which have been granted pursuant to Mr. Appelle's employment agreement. Such restricted shares are currently not vested and do not confer voting or investment power. Also includes 69,600 shares of stock issued as part of Fiscal 1997 compensation, as described in this Form 10-K under the caption "Executive Compensation,". (4) Includes 15,000 shares underlying options which have been granted to Herbert L. Ash pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. (5) Includes 15,000 shares underlying options which have been granted to Sheridan C. Biggs pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. (6) Includes 15,000 shares underlying options which have been granted to Robert H. Cohen pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. (7) Includes 27,500 shares underlying stock options which have been granted to James W. Crystal pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. (8) Includes 22,500 shares underlying stock options which have been granted to Harvey Horowitz pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. (9) Includes 15,000 shares underlying options which have been granted to Daniel H. Levy pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. (10) Shares issued pursuant to Mr. Levy's employment agreement of January 28, 1997, which is summarized in this Form 10-K under the caption "Executive Compensation-Employment Agreements". Currently one-third of such options are exercisable. (11) Includes 15,000 shares underlying options which have been granted to Robert H. Martinsen pursuant to the Company's 1994 Non-Employee Director Option Plan. Such options are currently exercisable. Includes 5,000 shares owned by his spouse in which he disclaims beneficial ownership. (12) Includes 7,500 shares underlying options which have been granted on April 19, 1996 to Lynn Siemers-Cross pursuant to the Company's 1992 Stock Option Plan and 150,000 shares underlying options which have been granted pursuant to Ms. Siemers-Cross' employment agreement which is summarized in this Form 10-K under the caption "Executive Compensation-Employment Agreements". Except with respect to 42,500 shares, such options are currently exercisable. Also includes 150,000 restricted shares which have been granted pursuant to Ms. Siemers-Cross' employment agreement. Such restricted shares are currently not vested and do not confer voting or investment power. Also includes 25,000 shares of stock issued as part of Fiscal 1997 compensation as described in this Form 10- K under the caption "Executive Compensation". 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 amendment to be signed on its behalf by the undersigned, thereunto duly authorized. DONNKENNY, INC. (Registrant) By: /s/ Stuart S. Levy ---------------------------- Stuart S. Levy Chief Financial Officer, Vice President-Finance and Secretary Date: June 24, 1998 3 -----END PRIVACY-ENHANCED MESSAGE-----