-----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, UkRQu6/tyRF87iYf76mvACs7LD2YnWOIr4RcOcvbQkFGPprnD5MYII/FvT6rSyWz ngD3cF0rtW9to+9omO7Rqg== 0000857737-05-000008.txt : 20050311 0000857737-05-000008.hdr.sgml : 20050311 20050311170150 ACCESSION NUMBER: 0000857737-05-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050309 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10593 FILM NUMBER: 05676153 BUSINESS ADDRESS: STREET 1: 215 W. 40TH STREET, 6TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-730-0030 MAIL ADDRESS: STREET 1: 215 W. 40TH STREET, 6TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: MILLFELD TRADING CO INC DATE OF NAME CHANGE: 19920703 8-K 1 cand_8kwc031105.txt EMPLOYMENT AGREEMENT - WARREN CLAMEN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2005 ------------- CANDIE'S, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-10593 11-2481093 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) - -------------------------------------------------------------------------------- 215 West 40th Street, New York, NY 10018 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 730-0030 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement Candie's, Inc. (the "Company") has entered into an employment agreement effective March 9, 2005 with Warren Clamen in connection with the Company's appointment of Mr. Clamen as its Chief Financial Officer. The employment agreement provides that Mr. Clamen will be employed as the Chief Financial Officer of the Company for a two year term ("Term") subject to earlier termination as specified in the agreement. The employment agreement also provides for Mr. Clamen to receive a base annual salary of $225,000 per year for the first year of the Term and no less than $240,000 for the second year of the Term and certain fringe benefits. In addition, he is eligible to participate in any executive bonus program of the Company then in effect. In accordance with the terms of the employment agreement, on March 9, 2005 the Company granted to Mr. Clamen options to purchase 200,000 shares of the Company's common stock at $5.06 per share (the "Options"). The Options expire on March 9, 2015, subject to earlier termination under certain conditions if Mr. Clamen ceases to be employed by the Company, and vest immediately as to 100,000 of the Options and on June 1, 2005 as to the remaining 100,000 of the Options. The employment agreement also provides for Mr. Clamen to receive certain severance payments if the Company terminates the employment agreement other than for cause. This brief description of the material terms of the employment agreement is qualified by reference to the provisions of the agreement attached to this report as Exhibit 10.1, which is incorporated by reference herein. On March 9, 2005 1,923 shares of the Company's common stock were awarded to each of the Company's non-employee directors (Steven Mendelow, Barry Emanuel, Robert D'Loren, Michael Caruso, Drew Cohen and Michael Groveman) under the Company's Non-Employee Director Stock Incentive Plan. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 9, 2005 the Company announced that on that date it had appointed Warren Clamen as the Company's Chief Financial Officer. From June 2000 until March 2005 Mr. Clamen, age 40, served as Vice President of Finance of Columbia House, one of the world's largest licensees of content for music and film. From December 1998 to June 2000, he was Vice President of Finance of Marvel Entertainment, Inc., one of the world's largest public licensing companies. See Item 1.01 above for a description of Mr. Clamen's employment agreement with the Company. Item 9.01 Financial Statements and Exhibits ( c) Exhibits. 10.1 Employment Agreement between the Company and Warren Clamen. SIGNATURES Pursuant to the requirements 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. CANDIE'S, INC. (Registrant) By:/s/ Neil Cole ------------------------------------- Neil Cole President and Chief Executive Officer Date: March 11, 2005 EX-10.1 2 cand_8kex101.txt EMPLOYMENT AGREEMENT - WARREN CLAMEN Exhibit 10.1 EMPLOYMENT AGREEMENT Agreement, dated as of February 14, 2005, by and between Candie's, Inc. (the "Company") and Warren Clamen ("Employee") (the "Parties"). WHEREAS, the Company wishes to hire the Employee, for the position of Executive Vice President, and the Employee has agreed to undertake and perform the obligations set forth in this Agreement, subject to the terms hereof. NOW, THEREFORE, in consideration of the promises, covenants and agreements set forth in this Agreement, the parties agree as follows: 1. Engagement of Employee; Duties. The Company hereby agrees to hire the Employee, on an exclusive basis, as Chief Financial Officer of the Company to perform the services mutually agreed to by the Parties and customary of a chief financial officer of a public company. Employee shall be an executive officer of the Company and shall report to the Chief Executive Officer of the Company. 2. Time. Employee shall devote substantially all of his professional time and best efforts to the business affairs of the Company. 3. Term. The Employee's engagement shall commence effective on March 9, 2005, (the "Start Date") and shall continue for two years (the "Term").unless terminated for cause for any reason by either Party upon 30 days written notice of the basis for the proposed termination and a reasonable chance to cure. Employee may terminate this Agreement in the event his title, reporting relationship or job responsibilities are materially or adversely affected. In the event the Company elects to terminate this Agreement for any reason other than that specified herein, Employee shall be entitled to receive his current salary through the remainder of the term, but no less than one times the executive's annualized compensation at the time of termination. 4. Compensation. As compensation to the Employee for his services hereunder, the Company shall pay to the Employee $225,000 for the first year of the Term and no less than $240,000 for the second year, payable in accordance with the Company's payroll practices and procedures in effect. The Company shall pay executive a car allowance of $1,500 per month for the term of this Agreement. The executive shall be eligible for a bonus as defined in paragraph 6. 5. Fringe Benefits. Employee shall receive the benefits given to other executive officers of the Company including, but not limited to, major medical, dental, life insurance, pension including any 401(K) or other profit sharing plan. Employee shall also be added as an insured under the Company's officers and directors insurance and all other polices which pertain to officers of the Company. The Company shall pay for all expenses related to COBRA until such time as the executive is fully covered under Company's Plan. 6. Bonus. The Employee shall be eligible to participate in the executive bonus program then in effect. He shall be eligible for a bonus of up to 100% of his salary to be superseded by the maximum amount available under the Company's executive bonus plan, if established. 7. Options. The Employee shall be granted options to purchase 200,000 shares of the Company's stock at the price of the stock on or about the Start Date, which shall vest as follows 100,000 on the Start Date and 100,000 on June 1, 2005. 8. Vacation. The Employee shall be entitled to four weeks of vacation per year of employment. The Employee shall use his vacation in the calendar year in which it is accrued. 9. Change of Control. In the event that there comes a time during the Term hereof that Neil Cole is not either (i) employed as an executive officer of the Company or; (ii) a member of the Company's Board of Directors, or (iii) a sale or merger of the Company with a non-affiliate, upon termination then the Employee shall be entitled to receive his current compensation through the remainder of the Term but no less than one times the executive's annualized compensation at the time of termination. 10. Confidentiality. The Employee shall not divulge to anyone, either during or at any time after the Term, any information constituting a trade secret or other confidential information acquired by it concerning the Company, any subsidiary or other affiliate of the Company, except in the performance of his duties hereunder, including but not limited to its licensees, revenues, business systems and processes ("Confidential Information"). The Employee acknowledges that any Confidential Information is of great value to the Company, and upon the termination of its engagement the Employee shall redeliver to the Company all Confidential Information and other data in his possession. 12. Entire Agreement. This Agreement represents and expresses the entire understanding and agreement between the parties with respect to the subject matter hereof and may not be modified or terminated except by an agreement in writing signed by both of the parties hereto. 13. Governing Law; Submissions to Jurisdiction. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with those laws. The Company and Employee unconditionally consent to submit to the exclusive jurisdiction of the New York State Supreme Court, County of New York or the United States District Court for Southern District of New York for any actions, suits or proceedings arising out of or relating to this letter and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service of any process, summons, notice or document by registered mail to the address set forth above shall be effective service of process for any action, suit or proceeding brought against the Company or the Employee, as the case may be, in any such court. IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first written above. CANDIE'S,INC. By: /s/Neil Cole --------------------------- Name: Neil Cole Title: President and CEO /s/Warren Clamen --------------------------- Warren Clamen, Employee -----END PRIVACY-ENHANCED MESSAGE-----