SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 29)* Under the Securities Exchange Act of 1934 DESIGNS INC (Name of Issuer) Common Stock (Title of Class of Securities) 25057L10 (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes-Barre Blvd. Wilkes-Barre, Pennsylvania 18702 (570) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2001 (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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) or (4), check the following box. * 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). (Continued on following pages) Page 1 of pages Index to Exhibits on Page SCHEDULE 13D CUSIP No. 25057L10 Page 2 of Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER 8,725 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 8,725 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER -0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,725 SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .06% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 25057L10 Page 3 of Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 25057L10 Page 4 of Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. Federal Identification No. 23-2331228 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Nevada 7 SOLE VOTING POWER 2,559,371 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 2,559,371 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,559,371 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 25057L10 Page 5 of Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H. Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Delaware 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 25057L10 Page 6 of Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Pennsylvania 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." Item 1. Security and Issuer. This amendment to the previously filed Statement on Schedule 13D ("Schedule 13D") relates to the common stock (the "Common Stock") of Designs, Inc. (the "Company"). The principal executive offices of the Company are located at 66 B Street, Needham, Massachusetts 02194. Item 2. Identity and Background. NO AMENDMENT Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby supplementally amended as follows: On January 26, 2001 Jewelcor Management, Inc. ("JMI") purchased 36,100 shares of Common Stock at a total cost (including fees) of $76,956.25 from funds borrowed by JMI against its margin account with Bear Stearns Securities. On November 2, 2000, the Company issued to Seymour Holtzman 210 shares of Common Stock in lieu of certain director's fees for Mr. Holtzman's participation in meetings of the Company's Board of Directors and certain of its committees. On October 23, 2000, the Company issued to Seymour Holtzman 1,230 shares of Common Stock in lieu of certain director's fees for Mr. Holtzman's participation in meetings of the Company's Board of Directors and certain of its committees. Item 4. Purpose of Transaction Item 4 is hereby supplementally amended as follows: As originally reported by JMI in its amendment to Schedule 13D filed with the Securities and Exchange Commission on September 18, 2000, the Board of Directors, on June 26, 2000, authorized the extension of JMI's consulting agreement with the Company for the period commencing on April 29, 2000 and ending on April 28, 2001. As consideration for services rendered by JMI during this extension, the Company will grant to JMI 182,857 shares of Common Stock. The fair value of such shares of Common Stock on June 26, 2000 (the date the extension of the original consulting agreement was approved by the Company)was $240,000 or $1.3125 per share. On January 31, 2001, a definitive consulting agreement between the Company and JMI with respect to the aforesaid extension of consulting services was fully executed. The foregoing is qualified by reference to the entirety of the consulting agreement, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. Item 5. Interest in Securities of the Issuer. Item 5 is hereby supplementally amended as follows: As of January 31, 2001, JMI beneficially owns an aggregate of 2,559,371 shares of Common Stock. Based upon the Company's Form 10-Q filed December 12, 2000 which reports the number of outstanding shares of the Company to be 15,777,498, JMI beneficially owns approximately 16.2% of said outstanding shares. As of January 31, 2001, the Reporting Persons own an aggregate of 2,568,096 shares of Common Stock which, based on there being 15,777,498 outstanding shares of the Company, represents approximately 16.3% of said outstanding shares. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Item 6 is hereby supplementally amended as follows: The Company and JMI have entered into a consulting agreement. See Item 4 above. The foregoing is qualified by reference to the entirety of the consulting agreement, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 is hereby supplementally amended as follows: Consulting Agreement between the Company and JMI, a copy of which is attached hereto as Exhibit A. SIGNATURES After reasonable inquiry and to the best of their knowledge, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: January 31, 2001 /s/ Seymour Holtzman Seymour Holtzman /s/ Evelyn Holtzman Evelyn Holtzman JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President JEWELCOR INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President