-----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, TUEyUB9rmMo5D2QK6ZuUggvaGSmIWkq1s1q2Yh4ubGYd0GDnqnlcsJ9RqIwdMiu3 K7Sh8f+WJcuC0VttzI9B0Q== 0000950123-98-007865.txt : 19980824 0000950123-98-007865.hdr.sgml : 19980824 ACCESSION NUMBER: 0000950123-98-007865 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980228 FILED AS OF DATE: 19980821 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAUTICA ENTERPRISES INC CENTRAL INDEX KEY: 0000093736 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 952431048 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-06708 FILM NUMBER: 98695597 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415990 MAIL ADDRESS: STREET 1: 40 W 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: STATE O MAINE INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST KNITTING MILLS INC DATE OF NAME CHANGE: 19751124 10-K405/A 1 NAUTICA ENTERPRISES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended Commission file number February 28, 1998 0-6708 NAUTICA ENTERPRISES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 95-2431048 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 40 WEST 57TH STREET, NEW YORK, NEW YORK 10019 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (212) 541-5757 ------------------------------ Securities registered pursuant to Section 12(g) of the Act: Title of Class Common Stock par value $.10 per share 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] On May 22, 1998, the aggregate market value of the voting stock held by non-affiliates of the registrant, using the average bid and asked prices of the registrant's stock on such date, was $1,024,050,409. As of May 22, 1998, there were issued and outstanding 39,453,421 shares of the Company's Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Identification of Document Part into which Incorporated Proxy Statement for Annual Meeting of Stockholders to be held July 1, 1998. Part III -- Items 10, 11, 12 and 13 2 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) 1. Financial Statements The following Consolidated Financial Statements of Nautica Enterprises, Inc. and Subsidiaries required by Part II, Item 8, are included in Part IV of this report:
Page ---- Report of Independent Certified Public Accountants F-1 Consolidated Balance Sheets at February 28, 1998 and 1997 F-2 Consolidated Statements of Earnings for each of the three years in the period ended February 28, 1998 F-4 Consolidated Statement of Stockholders' Equity for each of the three years in the period ended February 28, 1998 F-5 Consolidated Statements of Cash Flows for each of the three years in the period ended February 28, 1998 F-6 Notes to Consolidated Financial Statements F-7 - 21 (a) 2. Financial Statement Schedule Included in Part IV of this report: Schedule for each of the three years in the period ended February 28, 1998: II - Valuation and Qualifying Accounts F-22
3. Exhibits 3(a) Registrant's By-laws as currently in effect are incorporated herein by reference to Registrant's Registration Statement on Form S-1 (Registration No. 33-21998). 3(b) Registrant's Certificate of Incorporation is incorporated by reference to the Registration Statement on Form S-3 (Registration No. 33-71926), as amended by a Certificate of Amendment dated June 29, 1995. 10(iii)(a) Registrant's Executive Incentive Stock Option Plan is incorporated by reference herein from the Registrant's Registration Statements on Form S-8 (Registration Number 33-1488), as amended by the Company's Registration Statement on Form S-8 (Registration Number 33-45823). 3 10(iii)(b) Registrant's 1989 Employee Incentive Stock Plan is incorporated by reference herein from the Registrant's Registration Statement on Form S-8 (Registration Number 33-36040). 10(iii)(c) Registrant's 1994 Incentive Compensation Plan is incorporated herein from the Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1997. 10(iii)(d) Registrant's Deferred Compensation Plan is incorporated herein from the Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1998. 10(iii)(e) Option Agreement and Royalty Agreement, each dated July 1, 1987, by and among the Registrant and David Chu are incorporated herein by reference from the Registrant's Registration Statement on Form S-1 (Registration No. 33-21998), and Letter Agreement dated May 1, 1998 between Mr. Chu and the Registrant. Certain portions of the Letter Agreement have been omitted based upon a request for confidential treatment made by the Registrant with the Securities Exchange Commission. Such omitted portions have been filed separately with the Securities and Exchange Commission. 21 Subsidiaries of Registrant* 23.1 Consent of Independent Certified Public Accountants* 27 Financial Data Schedule* * Previously Filed with Registrant's Annual Report on Form 10-k for fiscal year ended February 28, 1998. (b) Reports on Form 8-K. None 4 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. NAUTICA ENTERPRISES, INC. (Registrant) By: /s/ Harvey Sanders Harvey Sanders Chairman (August 21, 1998) 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 3(a) Registrant's By-laws as currently in effect are incorporated herein by reference to Registrant's Registration Statement on Form S-1 (Registration No. 33-21998). 3(b) Registrant's Certificate of Incorporation is incorporated by reference to the Registration Statement on Form S-3 (Registration No. 33-71926), as amended by a Certificate of Amendment dated June 29, 1995. 10(iii)(a) Registrant's Executive Incentive Stock Option Plan is incorporated by reference herein from the Registrant's Registration Statements on Form S-8 (Registration Number 33-1488), as amended by the Company's Registration Statement on Form S-8 (Registration Number 33-45823). 10(iii)(b) Registrant's 1989 Employee Incentive Stock Plan is incorporated by reference herein from the Registrant's Registration Statement on Form S-8 (Registration Number 33-36040). 10(iii)(c) Registrant's 1994 Incentive Compensation Plan is incorporated herein from the Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1997. 10(iii)(d) Registrant's Deferred Compensation Plan is incorporated herein from the Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1998. 10(iii)(e) Option Agreement and Royalty Agreement, each dated July 1, 1987, by and among the Registrant and David Chu are incorporated herein by reference from the Registrant's Registration Statement on Form S-1 (Registration No. 33-21998), and Letter Agreement dated May 1, 1998 between Mr. Chu and the Registrant. Certain portions of the Letter Agreement have been omitted based upon a request for confidential treatment made by the Registrant with the Securities Exchange Commission. Such omitted portions have been filed separately with the Securities and Exchange Commission. 21 Subsidiaries of Registrant* 23.1 Consent of Independent Certified Public Accountants* 27 Financial Data Schedule* * Previously Filed with Registrant's Annual Report on Form 10-k for fiscal year ended February 28, 1998. EX-10.III.E 2 DAVID CHU LETTER AGREEMENT DATED 5/1/1998 1 EXHIBIT 10(iii)(e) [NAUTICA ENTERPRISES, INC. LETTERHEAD] May 1, 1998 Mr. David Chu Nautica International, Inc. 11 West 19th Street 11th Floor New York, New York 10011 Dear David: This letter sets forth our agreement concerning the sale of certain new apparel products bearing the "Nautica" trademark in the United States by Nautica Enterprises, Inc., or one or more of its wholly-owned subsidiaries (collectively, "Nautica") directly to third parties (the "Third Parties"). Except as provided below, Nautica will pay you a continuing regular payment in the amount of 1.5% of the "Included Net Sales" of any "Included Products" which are part of an "Included Line" after such Included Line becomes profitable to Nautica, for any fiscal year of Nautica, for so long as such Included Products and/or Included Lines are sold by Nautica to Third Parties (the "Payment"). Included Net Sales will mean gross sales (after deducting returns) of Included Products by Nautica sold directly at wholesale (or as provided below at retail) to Third Parties after the date hereof. The "Included Products" will only include apparel products bearing the "Nautica" trademark and included only in the lines listed below (the "Included Lines"): . . . (v) ladies sleepwear; (vi) new sport technology apparel (including hats and bags)...[confidential-filed with SEC]. The Payment for Included Net Sales by Nautica of any Included Product sold to a Third Party at a discount of more than 20% shall be .75% of the Included Net Sales. In the event that an Included Line is profitable to Nautica for any fiscal year and becomes unprofitable to Nautica for any subsequent fiscal year(s), the Payment made to you for any and all such future unprofitable years shall be reduced to .75% of the Included Net Sales. No Payment shall be made with respect to retail sales by Nautica. However, if in any fiscal year an Included Line is profitable to Nautica at retail but not profitable to Nautica at wholesale, then for such year (i) you will be entitled to a payment of .75% of the Included Net Sales at retail of the included Products which are part of such Included Line and (ii) you will not be entitled to any Payment of the Included Net Sales at wholesale. In the event that an Included Line is not profitable for any three consecutive fiscal years after its introduction by Nautica, such Included Line shall no longer be an Included Line for purposes of this letter. Nautica agrees to account for each of the Included Lines in such manner that a detailed accounting of each Included Product and Included Line shall be provided to you quarterly. It is our intention that this letter shall maintain the status quo concerning our respective rights to any intellectual property, including rights to any Nautica names or trademarks. Accordingly, (i) nothing in this letter will modify any such respective rights and (ii) neither you nor Nautica will submit, or refer to, this letter, or any of its terms, in any legal proceeding relating to such respective rights. This letter shall be binding upon Nautica and any successors to all or substantially all of the assets and business of Nautica. 2 This agreement constitutes the entire agreement between the parties with respect to the matters referred to herein. Very truly yours, NAUTICA ENTERPRISES, INC. By: /s/ Harvey Sanders ------------------ Agreed: /s/ David Chu - ------------- -----END PRIVACY-ENHANCED MESSAGE-----