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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For Annual and Transition Reports Pursuant to
Sections 13 or 15(d) of the Securities
Exchange Act of 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2001
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 0-26732
GADZOOKS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2261048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4121 INTERNATIONAL PARKWAY
CARROLLTON, TEXAS 75007
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(972) 307-5555
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
-------------------
Common Stock, $0.01 par value
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 Common Stock held by non-affiliates of the
registrant on April 27, 2001 was approximately $172,684,155. All outstanding
shares of voting stock, except for shares held by executive officers and members
of the Board of Directors and their affiliates, are deemed to be held by
non-affiliates.
On April 27, 2001, the registrant had 9,029,957 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part II incorporates information by reference from the registrant's Annual
Report to Shareholders for the fiscal year ended February 3, 2001, filed
herewith as Exhibit 13.
Part III incorporates information by reference from the definitive Proxy
Statement for the 2001 Annual Meeting of Shareholders, to be filed with the
Commission no later than 120 days after the end of the registrant's fiscal year
covered by this Form 10-K.
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PART I
ITEM 1. BUSINESS.
Gadzooks, Inc. and its wholly owned subsidiaries (the "Company" or
"Gadzooks") is a mall-based specialty retailer of casual apparel and related
accessories for young men and women, principally between the ages of 14 and 18.
At the end of fiscal 2000, the Company operated 375 stores in both metropolitan
and middle markets in 36 states. The Company opened 52 new stores and closed
three stores during fiscal 2000. In addition, the Company plans to open
approximately 50-60 new stores in fiscal 2001, 17 of which were opened as of
April 11, 2001.
Management believes that current demographic trends provide the Company
with the opportunity to continue its store expansion program. According to the
U.S. Census Bureau, there are over 31 million teenagers in the United States
today and the number is expected to grow to approximately 34 million by the year
2005. Management believes that teenagers represent both a growing part of the
U.S. population and an increasing source of purchasing power.
The Company was incorporated in Texas in 1982. Its executive offices are
located at 4121 International Parkway, Carrollton, Texas 75007, and its
telephone number is (972) 307-5555.
BUSINESS STRATEGY
The Company is a leading retailer of brand name casual apparel and related
accessories for teenagers. The principal elements of the Company's business
strategy are:
o Focus on both Male and Female Teenage Customers. The Gadzooks' concept
focuses on providing fashionable casual apparel and accessories to both
male and female teenage customers. By offering merchandise for both sexes,
Gadzooks believes that it serves a broader customer base than some of its
specialty store competitors, thereby reducing the potential fashion risk of
concentrating on one gender exclusively.
o Multiple Merchandise Categories. A key component of the Company's
merchandising strategy is to reduce its dependence on any one fashion,
style, brand or item by offering products in a broad range of categories.
Each Gadzooks store carries approximately 2,600 stock-keeping units or
"SKUs" (excluding different sizes of the same item), including woven and
knit tops, jeans, shorts, junior dresses, swimwear, t-shirts, footwear,
sunglasses, watches, jewelry and other accessory items. The Company
regularly monitors store sales by classification, style, vendor and size to
identify emerging fashion trends, and manages the product mix in its stores
to respond to the spending patterns of its customers. The Company believes
that its success to date has been largely attributable to its ability to
meet the changing fashion preferences of its customers.
o Emphasis on Brand Name Merchandise. Another key feature of the Company's
merchandising strategy is to offer a wide variety of popular brand name
merchandise based on its belief that its customers shop primarily for
recognized labels and designs. The Company's merchandise includes high
visibility names such as ECKO, Billabong, Fox, Hurley, Candie's, DKNY
Jeans, Todd Oldham and others. The Company concentrates on merchandise that
appeals to the mainstream teenager, rather than relying on "cutting edge"
products. The Company believes that this strategy is consistent with its
philosophy of responding to its customers' fashion preferences as opposed
to attempting to establish fashion trends.
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o Metropolitan and Middle Market Locations. A central aspect of the
Company's strategy has been the development of a store concept that is
successful in both metropolitan and middle markets. The Company believes
that teenagers throughout the United States frequently have similar fashion
preferences as a result of the influence of television programs, MTV and
music and fashion magazines. As a result, the Company has been able to
operate stores successfully across a broad range of demographic and
geographic markets, increasing the number of potential sites available to
the Company.
o Attentive Customer Service. The Company is committed to offering
professional and attentive customer service. Gadzooks hires young,
energetic, service-oriented sales associates who understand teenagers and
can relate to their changing needs and preferences. The Company strives to
give its teenage customers the same level of respect and attention that is
generally given to adult customers at other retail stores. The Company
trains sales associates to greet each customer personally, to inform the
customer about new fashion trends and to suggest merchandise to suit the
customer's wardrobe and lifestyle needs. The Company believes that the high
level of service given to its teenage customers differentiates Gadzooks
from its competition.
o Entertaining Store Environment. The Company believes that its stores are
visually appealing and provide a fun and enjoyable shopping experience for
its customers. Gadzooks' stores are designed to create a high energy, fun
environment using television monitors featuring popular music videos,
mannequins and creative, eye-catching signage. The Company's signature
Volkswagen Beetle is a feature attraction in the stores. The Company
believes that its entertaining store design encourages customers to visit
the stores more frequently and to shop in the stores for longer periods of
time. While Gadzooks' stores are designed to appeal primarily to the
teenage customer, the Company also strives to create a shopping environment
that is comfortable for adults.
o Investment in Systems and Personnel. The Company is committed to
investing in information systems and using current technology to help
execute its merchandising strategy. The Company's systems provide its
buyers and merchandise planners with daily sales and inventory information
by store, style, vendor and size, allowing Gadzooks to respond to changing
customer preferences and to stock the appropriate quantities and styles of
merchandise at each store. The Company is also committed to attracting and
retaining highly-qualified, service-oriented management and sales
associates and providing them with career advancement opportunities. The
corporate culture at Gadzooks promotes the open exchange of new ideas and
information between all levels of the Company, thereby enabling management
to supplement the data from its information systems with the practical
experience of its employees.
o Distribution Capabilities. The Company believes that its 207,000
square-foot facility in the Dallas area can support the merchandising needs
of about 500 stores, providing for the Company's continued store expansion
for the next few years. The Company believes the distribution center is a
critical element in its future growth plans.
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STORE LOCATIONS
As of March 30, 2001, the Company operated 383 stores in 36 states. The
Company's existing stores are located in metropolitan markets such as Dallas,
Chicago, Atlanta, Boston and Kansas City, as well as middle markets such as
Amarillo, Texas; Tupelo, Mississippi; and Roanoke, Virginia. The following lists
the Company's stores by city and state.
ALABAMA IOWA MISSISSIPPI OKLAHOMA TEXAS - CONT.
Huntsville Cedar Falls Biloxi Bartlesville Sherman
Mobile Cedar Rapids (2) Hattiesburg Enid Temple
Montgomery Council Bluffs Jackson Lawton Texarkana
Oxford Davenport Meridian Muskogee Tyler
ARKANSAS Des Moines (3) Tupelo Norman Victoria
Fayetteville Dubuque MISSOURI Oklahoma City (4) Waco
Fort Smith Fort Dodge Cape Girardeau Shawnee Wichita Falls
Jonesboro Iowa City Columbia Tulsa (3) UTAH
Little Rock (2) Sioux City Jefferson City PENNSYLVANIA Salt Lake City (2)
COLORADO Waterloo Joplin Altoona VIRGINIA
Denver (3) KANSAS Kansas City (3) Erie Charlottesville
FLORIDA Hays Springfield Harrisburg (2) Chesapeake
Daytona Beach Hutchinson St. Louis (3) Johnstown Christiansburg
Fort Lauderdale (3) Kansas City NEBRASKA Lancaster Danville
Fort Myers Manhattan Grand Island Muncy Fredericksburg
Fort Walton Beach Salina Lincoln Philadelphia (2) Harrisonburg
Gainesville Topeka Omaha (2) Pittsburgh (6) Lynchburg
Jacksonville (2) Wichita (2) NEW HAMPSHIRE Scranton Newport News
Jensen Beach KENTUCKY Manchester State College Norfolk
Lakeland Ashland Salem Wilkes-Barre Roanoke
Merritt Island Bowling Green NEW JERSEY RHODE ISLAND Virginia Beach
Miami Elizabethtown Deptford/Philadelphia Providence Washington, DC (3)
Naples Florence/Cincinnati Freehold SOUTH CAROLINA Winchester
Orlando (4) Lexington Livingston Charleston (2) WEST VIRGINIA
Panama City Louisville (2) Mays Landing Columbia (2) Bluefield
Pensacola Owensboro Wayne Florence Bridgeport
Port Charlotte Paducah NEW MEXICO Greenville Charleston
Sarasota LOUISIANA Albuquerque (2) Myrtle Beach Huntington
Tallahassee Alexandria Las Cruces Spartanburg Morgantown
Tampa (4) Baton Rouge (2) Santa Fe SOUTH DAKOTA Mount Hope
West Palm Beach Houma NEW YORK Rapid City Parkersburg
GEORGIA Lafayette Albany (2) Sioux Falls WISCONSIN
Athens Lake Charles Rochester (3) TENNESSEE Appleton
Atlanta (8) Monroe Syracuse (2) Chattanooga (2) Eau Claire
Augusta New Orleans (3) NORTH CAROLINA Clarksville Green Bay
Macon Shreveport/Bossier City (2) Cary Jackson LaCrosse
Rome MARYLAND Charlotte (2) Johnson City Madison (2)
Savannah Baltimore (2) Concord Kingsport Milwaukee (3)
IDAHO Frederick Fayetteville Knoxville (2) Wausau
Boise MASSACHUSETTS Greensboro Memphis (3)
ILLINOIS Boston (5) Greenville Nashville (3)
Bloomington MICHIGAN Hickory TEXAS
Carbondale Ann Arbor High Point Abilene
Champaign Battle Creek Raleigh-Durham (2) Amarillo
Chicago (13) Detroit (5) Wilmington Austin (2)
Fairview Heights/St. Louis Flint Winston-Salem Beaumont
Moline Grand Rapids (2) OHIO Brownsville
Peoria Holland Akron College Station
Rockford Jackson Cincinnati (2) Corpus Christi
Springfield Lansing Cleveland (4) Dallas/Fort Worth (11)
INDIANA Monroe Columbus Denton
Bloomington Port Huron Dayton (2) El Paso (2)
Elkhart Portage Findlay Harlingen
Evansville Saginaw Heath Houston (12)
Fort Wayne Traverse City Lancaster Killeen
Indianapolis (2) MINNESOTA Lima Laredo
Lafayette Duluth Mansfield Longview
Merrillville Mankato New Philadelphia Lubbock
Muncie Minneapolis/St. Paul (5) Piqua Lufkin
South Bend St. Cloud Sandusky McAllen
Terre Haute St. Clairsville Midland/Odessa (2)
Toledo Port Arthur
Youngstown/Niles (2) San Angelo
Zanesville San Antonio (5)
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EXPANSION STRATEGY
The following table provides a history of the Company's store expansion
program over the past five fiscal years.
Fiscal Year
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Number of stores open at beginning of period 326 312 250 183 126
Number of new stores opened 52 19 63 67 57
Number of stores closed 3 5 1 -- --
--- --- --- --- ---
Number of stores open at end of period 375 326 312 250 183
=== === === === ===
The Company's expansion strategy for fiscal 2001 is to continue to open
stores in enclosed shopping malls in both metropolitan and middle markets. The
Company expects to open approximately 50-60 new stores during fiscal 2001, 17 of
which have been opened as of April 11, 2001. The Company believes that the broad
appeal of the Gadzooks' concept enables it to operate successfully in diverse
geographic and demographic markets, thereby increasing the total number of
potential sites available to the Company.
The Company typically expands from existing markets into contiguous new
markets and attempts to cluster its stores within a market area in order to
achieve management and operating efficiencies and to enhance its name
recognition. In fiscal 2001, the Company will open its first store on the west
coast with several new stores in the state of Washington. The Company closed
three under-performing stores during fiscal 2000 and analyzes stores for
potential closing from time to time.
The Company has from time to time analyzed potential acquisitions of small
chains of stores that serve its target customer in order to provide the Company
with more rapid access to desirable locations and new markets. The Company may
consider such acquisitions again in the future. Except for a limited number of
stores acquired from former franchisees, the Company has never made any such
acquisitions and does not currently have agreements in place for any in the
future.
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MERCHANDISING
The Company's merchandising strategy is to provide a wide range of brand
name casual apparel and related accessories that reflect the fashion preferences
of young men and women principally between the ages of 14 and 18. Each store
typically carries an inventory of approximately 2,600 SKUs.
The Company's merchandise includes highly visible names such as ECKO,
Billabong, Fox, Hurley, Candie's, DKNY Jeans, Todd Oldham and others. The
Company concentrates on merchandise that appeals to the mainstream teenager
rather than relying on "cutting edge" products. The Company believes that this
strategy is consistent with its philosophy of responding to its customers'
fashion preferences as opposed to attempting to establish fashion trends.
The Company classifies all of its merchandise into one of five categories
as follows:
o Juniors: The Juniors category includes
casual sportswear separates
designed for fashion-current
teenage girls, such as knit tops,
woven shirts and vests, denim,
dresses and swimwear. Key brands in
this category include Candie's,
DKNY Jeans, ECKO, Todd Oldham and
Mudd.
o Young Mens: The Young Mens category includes
casual sportswear separates
reflecting current fashion trends,
such as woven and knit tops and
bottoms made of denim and other
fabrics. Key brands in this
category include ECKO, Billabong,
Fox, Hurley and Todd Oldham.
o Accessories: The Accessories category includes a
variety of male, female and unisex
accessories including sunglasses,
watches, wallets, hair accessories,
backpacks, necklaces, hats and
other accessories. Key brands in
this category include ECKO, Fossil
and Candie's.
o Unisex t-shirts: The Unisex category consists of
t-shirts with logos containing
current topics and humorous designs
and phrases. This category includes
merchandise from various vendors,
as well as a small selection of
Company-designed products.
o Footwear: The Company offers a limited
selection of male, female and
unisex footwear including sandals
and active footwear. Key brands in
this category include Candie's,
Soap and ECKO.
The following table sets forth the Company's merchandise by category as an
approximate percentage of net sales:
Fiscal Year
2000 1999 1998
---- ---- ----
Juniors ................................ 38% 34% 32%
Young Mens ............................. 27 30 29
Accessories ............................ 17 16 17
Unisex t-shirts ........................ 12 11 12
Footwear ............................... 6 9 10
--- --- ---
100% 100% 100%
--- --- ---
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By offering products in multiple categories, the Company is able to shift
its merchandise emphasis among and within its core categories to respond to
changing customer preferences. The Company expects to continue to adjust its
emphasis in particular categories in response to changing fashion trends and,
therefore, its merchandise mix may vary slightly from time to time.
In an effort to keep the stores fresh and exciting, the Company's visual
merchandising department, in conjunction with the marketing and buying staff,
provides specific floor sets and merchandising ideas to the stores and regularly
instructs district and store managers on the creative display of merchandise.
The merchandise presentation in the stores is significantly changed three times
each year to highlight specific merchandise for each of the Company's three peak
selling seasons and to maintain a current look. In addition, the Company
maintains a constant flow of new merchandise to the stores through shipments
from its distribution center on a daily basis to encourage our customers to
frequently visit its stores. To reduce the risk associated with the introduction
of new products, the Company tests certain products in selected stores before
determining if it will purchase the product for a broader group of stores.
PURCHASING
The Company's purchasing staff consists of a chief merchandising officer,
divisional merchandising managers, buyers and assistant buyers. The chief
merchandising officer and the buyers analyze current fashion directions by
visiting major fashion markets, maintaining close relationships with the
Company's vendors and utilizing focus groups in order to identify styles and
trends. In addition, the Company's buyers attend concerts and other events
attended by teenagers. The chief merchandising officer, divisional merchandising
managers and the buyers regularly monitor merchandise flow through the stores
and strive to maintain the appropriate merchandise mix to meet customer demand.
Due to changes in fashion trends and seasonality, the Company purchases
merchandise from numerous vendors throughout the year. During fiscal 2000, the
Company did business with approximately 725 vendors. No single vendor accounted
for more than 10% of merchandise purchases. Gadzooks believes that strong vendor
relationships are important to the growth and success of the Company.
In addition, the Company has added private label merchandise to its product
line. Misdemeanor has been established for the junior's category, and Epidemic
and Decibel have been established for the young men's category.
ALLOCATION AND DISTRIBUTION OF MERCHANDISE
The Company continually strives to improve its merchandising, distribution,
planning and allocation methods to manage its inventory more productively. The
Company's planning and allocation staff work closely with the buyers to meet the
requirements of determining the correct inventory levels for all stores and
merchandise categories. The Company divides its stores into different categories
based upon, among other things, geographic location, demographics, sales volume,
competition and store capacity. Merchandise allocation and distribution are
based in part on sales and inventory analysis of the stores by category.
Information from the Company's point-of-sale computer system is regularly
reviewed and analyzed to assist in making merchandise allocation and markdown
decisions.
In May 1997, the Company relocated its headquarters to a 207,000 square
foot site in the Dallas metropolitan area, which includes a distribution
facility and the Company's corporate offices. Vendors deliver merchandise to
this facility, where it is inspected, entered into the Company's computer
system, ticketed (to the extent that it was not pre-ticketed by the vendor),
allocated to stores and boxed for distribution to the Company's stores.
Merchandise is typically shipped to stores daily, providing Gadzooks' stores
with a steady flow of new merchandise. For certain key products, the Company
maintains a backstock at its distribution center that is allocated and
distributed to the stores through an automated replenishment system.
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STORE OPERATIONS
Gadzooks stores are open seven days a week during normal mall hours. The
Company's store operations are managed by a vice president of store operations,
regional sales managers and district sales managers, who generally have
responsibility for 7 to 10 stores within a geographic district. Individual
stores are managed by a store manager and two assistant store managers. A
typical store has 6 to 12 part-time sales associates, depending on the season.
Gadzooks compensates its district and store managers with a base salary and
performance bonuses, based on store sales and shrink results. In addition, stock
options are granted to district sales managers and above at the time they assume
their position, with additional grants each year thereafter. Sales associates
are compensated on an hourly basis.
The Company believes that its continued success is dependent in part on its
ability to attract, retain and motivate quality employees. In particular, the
success of the Company's store expansion program will be dependent on its
ability to promote and/or recruit qualified district and store management. The
Company has an established training program for future district sales managers.
Store managers, many of whom are selected from among the Company's assistant
managers, currently complete a one-week training program with a designated
training store manager before taking responsibility for a store. The hiring and
training of new sales associates are the responsibility of store managers, and
the Company has established training and operations manuals to assist them in
this process.
Management considers its employees' knowledge of the Company's customers
and merchandise to be significant to its marketing approach and customer
satisfaction. While all Gadzooks store employees are responsible for the general
appearance of the store and merchandise presentation, the Company's major
emphasis in training its store employees is to give priority to customer service
and assistance. Sales associates regularly act as greeters, meeting customers as
they enter the store and offering assistance. The Company trains its sales
associates to inform the customer about new fashion trends and to suggest
merchandise that suits the customer's wardrobe and lifestyle needs. The Company
monitors customer service at the store level through various programs, including
unannounced visits to the stores by store operations personnel and by regularly
reviewing and responding to customer feedback.
STORE ENVIRONMENT
The Company believes that its stores are visually appealing and provide a
fun and enjoyable shopping experience for its customers. Gadzooks stores are
designed to create a high energy, fun environment using television monitors
featuring popular music videos, mannequins and creative, eye-catching signage. A
standard feature in all stores is the Company's signature Volkswagen Beetle. The
Company typically displays a significant amount of merchandise on the walls of
the store, with male merchandise along one side and female merchandise along the
other. In the center of the store, lower fixtures are used to display
merchandise in order to maintain an open feeling. Stores typically feature large
windows along the mall which provide an open view of the entire store to mall
traffic and are merchandised to draw customers into the store. While Gadzooks
stores are designed to appeal primarily to the teenage customer, the Company
also strives to create a shopping environment that is comfortable for adults.
SITE SELECTION
Based on its results to date in both metropolitan and middle markets, the
Company believes that it can operate successfully in markets with a broad range
of geographic and demographic profiles. The Company takes into account certain
demographic factors such as population density, concentration of teenagers,
income levels, lifestyle characteristics and the performance of other retailers
to identify attractive new markets, evaluate specific shopping malls and project
individual store sales volumes.
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Within each shopping mall, the Company typically seeks a highly visible
location and often locates its stores near major fashion-oriented department
stores, food courts and other specialty stores catering to teenage customers.
The Company's existing stores average approximately 2,400 square feet. The
Company typically seeks a location of approximately 2,400 to 3,100 square feet
with significant mall frontage. However, the Company's flexible store design
enables it to take advantage of well-situated sites with more unique layouts.
Once a site is approved, the Company, with the assistance of an outside
architect, designs the store to meet the specific site characteristics. The
Company's construction department seeks competitive bids from outside
contractors for the build-out of each store and oversees the construction
process. The Company typically requires six to eight weeks to open a new store
after construction begins.
MANAGEMENT INFORMATION SYSTEMS
Each Gadzooks store is linked to the Company's headquarters through a
point-of-sale system that interfaces with an IBM RS6000 computer equipped with
an integrated merchandising, distribution and accounting software package. The
Company's point-of-sale computer system has several features, including
merchandise scanning, "price look-up," updated sales reports and on-line credit
card approval. These features improve transaction accuracy, speed and checkout
time, increase overall store efficiency, and enable the Company to track the
productivity of individual sales associates.
The Company's management information and control systems enable the
Company's corporate headquarters personnel to promptly identify sales trends,
replenish depleted store inventories, reprice merchandise and monitor
merchandise mix and inventory shrinkage at individual stores and throughout the
Company's store network. Management believes that these systems provide a number
of benefits, including improved store inventory management, better in-stock
availability, higher operating efficiency and fewer markdowns.
The Company's merchandising, distribution and accounting software system
was installed in late 1993, and the point-of-sale software system was installed
during the second quarter of fiscal 1995. The Company believes that its current
management information and control systems are adequate to support the Company's
planned expansion, but regularly evaluates its systems to determine when
upgrades or replacements are needed. In 1999, the Company significantly upgraded
its information technology infrastructure network to support many ongoing
initiatives. The Company implemented enhanced planning and allocation systems in
fiscal 2000. The Company is currently implementing a new financial system and
expects it to be operational by the end of the second quarter of fiscal 2001.
Additionally, the Company has signed a contract to license new point-of-sale,
merchandising and distribution systems to be installed and implemented over the
course of the next three years.
ADVERTISING AND PROMOTION
The Company relies primarily on mall traffic, the enthusiasm of its sales
associates and existing customers, highly visible store locations and
eye-catching signage to attract new customers to the stores. The Company has
generally found this approach to be more cost effective than more traditional
media advertising. The Company plans the opening of new stores to coincide with
peak shopping seasons and mall grand openings when customer traffic is greater.
The Company also uses promotions to generate repeat visits to its stores and
advertises to a limited extent in national magazines, such as Seventeen and Teen
People, in partnership with certain of its vendors. The Company also benefits
from advertising by its vendors, especially where Gadzooks is listed as a
retailer of their products. During 2000, the Company created a website that
features music videos, animation, interactive games and promotions to capture
the attention of teenagers and attract them to the stores. The Company has also
been active in sponsoring concerts and other teen-related promotional events.
TRADEMARKS
The Company has registered on the Principal Register of the United States
Patent and Trademark Office "Gadzooks" (in various formats) and "Gaditude" and
has currently pending registration for "Decibel," "Epidemic" and "Misdemeanor."
Each federal registration is renewable indefinitely if the mark is in use at the
time of the renewal. The Company is not aware of any claims of infringement or
other challenges to the Company's right to use its marks in the United States.
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COMPETITION
The teenage retail apparel and accessories industry is highly competitive.
The Company competes with other retailers for customers, suitable retail
locations and qualified management personnel. Gadzooks currently competes with
traditional department stores, with national specialty chains such as Old Navy
and certain divisions of The Limited, with numerous other teen retailers such as
American Eagle Outfitters, The Buckle, Abercrombie & Fitch, Pacific Sunwear and
Wet Seal, and with local specialty stores in certain markets, and to a lesser
extent, with mass merchandisers and companies providing shopping sites via the
internet. Many of the Company's competitors are larger and have substantially
greater financial, marketing and other resources than the Company. The principal
competitive factors in the Company's business are fashion, merchandise
selection, customer service, price and store location.
EMPLOYEES
On March 31, 2001, the Company had 1,409 full-time employees and 3,043
part-time employees. Of the Company's 4,452 employees, 146 were corporate
personnel, 97 were distribution center employees and 4,209 were store employees.
The number of part-time employees varies with seasonal needs. None of the
Company's employees is covered by a collective bargaining agreement. The Company
seeks to create a casual and supportive working environment and believes its
employee relations to be excellent.
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RISK FACTORS
This Report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21F of the Securities
Exchange Act of 1934. When used in this report, words such an "anticipate,"
"believe," "estimate," "expect," "intend," "predict," "project," and similar
expressions, as they relate to us or our management, identify forward-looking
statements. These forward-looking statements are based on information currently
available to our management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors,
including but not limited to fluctuations in store sales results, changes in
economic conditions, fluctuations in quarterly results and other factors
described under the "Risk Factors" section. Such statements reflect the current
views of our management with respect to future events and are subject to these
and other risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity. All subsequent written and
oral forward-looking statements attributable to us, or persons acting on our
behalf, are expressly qualified in their entirety by this paragraph.
GROWTH STRATEGY: FUTURE OPERATING RESULTS
The Company's net sales have grown significantly during the past several
years, primarily as a result of the opening of new stores and, to a lesser
extent, increases in comparable store sales. The Company intends to continue its
growth strategy by opening new stores for the foreseeable future, and its future
operating results will depend, to a certain degree, upon its ability to open and
operate new stores successfully and to manage a larger business profitably. The
Company anticipates opening approximately 50-60 new stores during fiscal 2001.
In the future, the Company plans to enter new markets in various regions of the
United States. Expansion into new markets may present competitive and
merchandising challenges that are different from those currently encountered by
the Company in its existing markets. As an additional part of its growth
strategy, the Company has occasionally analyzed the acquisition of other
retailers that serve the Company's target customers and may consider such
acquisitions again in the future. Except for a limited number of stores acquired
from former franchisees, the Company has never made any such acquisitions and
does not currently have agreements in place for any in the future. There can be
no assurance that the operations of any acquired entities could be successfully
integrated with the Company's existing operations or that the combined business
would be profitable.
The Company is subject to a variety of business risks generally associated
with rapidly growing companies. The Company's ability to open new stores will
depend upon many factors, including, among others, the ability to identify and
enter new markets, locate suitable store sites, negotiate acceptable lease
terms, hire and train store managers and sales associates and obtain adequate
capital resources on acceptable terms. There can be no assurance that the
Company will be able to integrate successfully new stores into its operations or
that new stores will achieve sales and profitability levels comparable to the
Company's existing stores. In addition, there can be no assurance that the
Company's expansion within its existing markets will not adversely affect the
individual financial performance of the Company's existing stores or its overall
results of operations. Furthermore, the Company will need to continually
evaluate the adequacy of its store management and management information and
distribution systems to manage its planned expansion. There can be no assurance
that the Company will anticipate all of the changing demands that its expanding
operations will impose on such systems and facilities, and the failure to adapt
its systems, facilities and procedures could have a material adverse effect on
the Company's business. There can be no assurance that the Company will
successfully achieve its planned expansion or, if achieved, that the expansion
will result in profitable operations. See "Business -- Store Locations" and
"Business -- Expansion Strategy."
The Company anticipates that it will spend approximately $13.0 million for
capital expenditures in fiscal 2001, which will include the opening of
approximately 50-60 new stores and the remodeling of seven existing stores. The
actual costs that the Company will incur in connection with opening new stores
cannot be predicted with precision because such costs will vary based upon,
among other things, geographic location, store size and the extent of the
build-out required at the selected site. The Company believes that its existing
cash balances, cash generated from operations and funds available under the
Company's revolving line of credit will be sufficient to fund its expansion
requirements through at least fiscal 2001. The Company cannot give assurance
that it will not be required to seek additional sources of funds for such
expansion.
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FLUCTUATIONS IN COMPARABLE STORE SALES RESULTS
A variety of factors affect the Company's comparable store sales results,
including economic conditions, fashion trends, the retail sales environment,
sourcing and distribution of products and the Company's ability to execute its
business strategy efficiently. The Company's quarterly comparable store sales
results have varied significantly in the past. The Company's comparable store
sales results were (3.3%), 6.5%, 4.6% and 11.3% in the first, second, third and
fourth quarters of fiscal 1999, respectively, and 17.1%, 5.7%, 9.3% and 1.7% in
the first, second, third and fourth quarters of fiscal 2000, respectively. The
Company has recorded comparable store sales decreases in past months, quarters
and years, and cannot give assurance that such decreases for any particular
month, quarter or fiscal year will not occur in the future. The Company's
comparable store sales results could cause the price of the Common Stock to
fluctuate substantially.
CHANGES IN FASHION TRENDS
The Company's profitability is largely dependent upon its ability to
anticipate the fashion tastes of its customers and to provide merchandise that
appeals to their preferences in a timely manner. The fashion tastes of the
Company's customers may change frequently. The Company's failure to anticipate,
identify or react appropriately to changes in styles, trends or brand
preferences could lead to, among other things, excess inventories and higher
markdowns, which could have a material adverse effect on the Company's operating
results, comparable store sales results and image with its customers. See
"Business -- Merchandising."
IMPACT OF ECONOMIC CONDITIONS
Certain economic conditions affect the level of consumer spending on
merchandise offered by the Company, including business conditions, interest
rates, taxation and consumer confidence in future economic conditions. If the
demand for apparel and related merchandise by teenagers declines, the Company's
business, comparable store sales results and results of operations would be
materially and adversely affected. Although the Company advertises in national
magazines to a limited extent through cooperative agreements with certain of its
vendors, its stores rely principally on mall traffic for customers. Therefore,
the Company is dependent upon the continued popularity of malls as a shopping
destination and the ability of mall anchor tenants and other attractions to
generate customer traffic for its stores. A decrease in mall traffic or a
decline in economic conditions in the markets in which the Company's stores are
located would adversely affect the Company's growth, net sales, comparable store
sales results and profitability. See "Business."
QUARTERLY RESULTS AND SEASONALITY
The Company's quarterly results of operations may fluctuate materially
depending on, among other things, the timing of new store openings, net sales
contributed by new stores, increases or decreases in comparable store sales,
shifts in timing of certain holidays and changes in the Company's merchandise
mix. The Company's business is also subject to seasonal influences, with heavier
concentrations of sales during the Christmas holiday, back-to-school and spring
break seasons. The Company has experienced quarterly losses in the past and may
experience such losses in the future. Because of these fluctuations in net sales
and net income, the results of operations of any quarter are not necessarily
indicative of the results that may be achieved for a full fiscal year or any
future quarter.
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DEPENDENCE ON KEY VENDORS
The Company's business depends on its ability to purchase current season,
brand name apparel in sufficient quantities at competitive prices. The inability
or failure of key vendors to supply the Company with adequate quantities of
desired merchandise, the loss of one or more key vendors or a material change in
the Company's current purchase terms could have a material adverse effect on the
Company's business. Many of the Company's smaller vendors have limited
resources, production capacities and operating histories, and many have limited
the distribution of their merchandise in the past. The Company has no long-term
purchase contracts or other contractual assurances of continued supply, pricing
or access to new products. There can be no assurance that the Company will be
able to acquire desired merchandise in sufficient quantities on terms acceptable
to the Company in the future. During the Company's 2000 fiscal year, no single
vendor accounted for more than 10% of the Company's merchandise purchases. See
"Business -- Merchandising" and "Business -- Purchasing."
DEPENDENCE ON KEY PERSONNEL
The Company's success depends largely on the efforts and abilities of
senior management. The loss of the services of any member of senior management
could have a material adverse effect on the Company's business, financial
condition and results of operations. There can be no assurance that the
Company's existing management team will be able to manage the Company or its
growth or that the Company will be able to retain current and attract additional
qualified personnel as needed in the future.
COMPETITION
The Company operates in a highly competitive environment. The Company
currently competes with traditional retail department stores, with national
specialty chains such as The Gap, The Buckle, Pacific Sunwear, Wet Seal, Hot
Topic and American Eagle Outfitters, with smaller chains and local specialty
stores, and to a lesser extent, with mass merchandisers and companies providing
shopping sites via the internet. Many of these competitors are larger and have
substantially greater resources than the Company. Direct competition with these
and other retailers may increase significantly in the future, which could
require the Company, among other things, to lower its prices and/or increase its
advertising expenses. Increased competition could have a material adverse effect
on the Company's operations and comparable store sales results. See "Business --
Competition."
STOCK PRICE VOLATILITY
The market price of the Company's Common Stock has fluctuated substantially
since the Company's initial public offering in October 1995. The Company's
Common Stock is quoted on The Nasdaq Stock Market, which has experienced, and is
likely to experience in the future, significant price and volume fluctuations
which could adversely affect the market price of the Common Stock without regard
to the operating performance of the Company. In addition, the Company believes
that factors such as quarterly fluctuations in the financial results of the
Company, the Company's comparable store sales results, announcements by other
apparel retailers, the overall economy and the condition of the financial
markets could cause the price of the Common Stock to fluctuate substantially.
ANTI-TAKEOVER MATTERS
The Company's Restated Articles of Incorporation and its Bylaws contain
provisions that may have the effect of delaying, deterring or preventing a
takeover of the Company that shareholders may consider to be in their best
interests. The Company's Restated Articles of Incorporation and Bylaws provide
for a classified Board of Directors serving staggered terms of three years, the
prohibition of shareholder action by written consent in certain circumstances
and certain "fair price provisions.." Additionally, the Board of Directors has
the authority to issue up to 1,000,000 shares of preferred stock having such
rights, preferences and privileges as designated by the Board of Directors
without shareholder approval.
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The Company has adopted a Shareholder Rights Plan, which is intended to
deter an unfriendly takeover of the Company and to help ensure that current
shareholders receive fair value upon the sale of their stock to another party
seeking control of the Company. See "Notes to Consolidated Financial Statements
- - Note 12 Shareholder Rights Plan," located on page 25 of the Registrant's 2000
Annual Report to Shareholders, filed as Exhibit 13 to this Report. Such Notes to
Consolidated Financial Statements are incorporated herein by reference.
ITEM 2. PROPERTIES.
All of the existing stores are leased by the Company, with lease terms
(excluding renewal option periods exercisable by the Company at escalating
rents) expiring between April 2001 and July 2011. The leases for most of the
existing stores are for terms of ten years and provide for contingent rent based
upon a percent of sales in excess of specified minimums.
The Company's office and distribution center is located in Carrollton,
Texas under a lease that is scheduled to expire on May 1, 2007.
ITEM 3. LEGAL PROCEEDINGS.
In the ordinary course of its business, the Company is periodically a party
to lawsuits. The Company does not believe that any resulting liability from
existing legal proceedings, individually or in the aggregate, will have a
material adverse effect on its operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information in response to Item 5 is contained in the section entitled
"Corporate Information - Share Price Data" located on page 27 of the
registrant's 2000 Annual Report to Shareholders, filed as Exhibit 13 to this
Report. Such information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial and operating data in response to Item 6 is
contained in the section entitled "Selected Financial Data," located on page 11
of the registrant's 2000 Annual Report to Shareholders, filed as Exhibit 13 to
this Report. Such information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information in response to Item 7 is contained in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," located on pages 12 to 15 of the registrant's 2000 Annual Report to
Shareholders, filed as Exhibit 13 to this Report. Such information is
incorporated herein by reference.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company does not engage in trading market risk sensitive instruments
and does not purchase as investments, as hedges, or for purposes "other than
trading," instruments that are likely to expose the Company to market risk,
whether it be from interest rate, foreign currency exchange, commodity price or
equity price risk. The Company has issued no debt instruments, entered into no
forward or futures contracts, purchased no options and entered into no swaps.
The Company's primary market risk exposure is that of interest rate risk. A
change in LIBOR or the Prime Rate as set by Wells Fargo Bank, would affect the
rate at which the Company could borrow funds under its credit facility.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information in response to Item 8 is contained in the registrant's 2000
Annual Report to Shareholders, filed as Exhibit 13 to this Report. Such
information is incorporated herein by reference. A cross-reference for location
of the requested information is below.
PAGE NUMBER(S) IN
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ANNUAL REPORT*
- ------------------------------------------- ------------------
Unaudited Quarterly Financial Data.............................................................. 14
Consolidated Balance Sheets at February 3, 2001 and January 29, 2000............................ 16
Consolidated Statements of Income for the Years Ended February 3, 2001,
January 29, 2000, and January 30, 1999.................................................... 17
Consolidated Statements of Shareholders' Equity for the Years Ended February 3, 2001,
January 29, 2000, and January 30, 1999.................................................... 18
Consolidated Statements of Cash Flows for the Years Ended February 3, 2000,
January 29, 2000, and January 30, 1999.................................................... 19
Notes to Consolidated Financial Statements...................................................... 20 - 25
Report of Independent Accountants............................................................... 26
Corporate Information........................................................................... 27
* The indicated pages of the Company's 2000 Annual Report to Shareholders are
filed as Exhibit 13 to this Report. Exhibit 13 is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information with respect to Item 10 is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
ITEM 11. EXECUTIVE COMPENSATION.
Information with respect to Item 11 is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information with respect to Item 12 is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information with respect to Item 13 is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The financial statements as cross-referenced in Item 8 of this
Report, together with the report thereon of PricewaterhouseCoopers LLP
dated March 8, 2001, appearing in the accompanying 2000 Annual Report
to Shareholders are incorporated by reference in this Report. With the
exception of the aforementioned information and information
incorporated in Items 5, 6 and 7, the 2000 Annual Report to
Shareholders is not deemed filed as part of this Report.
2. Financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.
3. Exhibits included or incorporated herein:
See Exhibit Index.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
fiscal year covered by this report.
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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.
GADZOOKS, INC.
Date: April 30, 2001 By /s/ Gerald R. Szczepanski
------------------------------
Gerald R. Szczepanski
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby authorizes Gerald R.
Szczepanski and James A. Motley, or either of them, as attorneys-in-fact to sign
on his behalf, individually, and in each capacity stated below and to file all
amendments and/or supplements to the Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gerald R. Szczepanski Chairman of the Board, and Chief April 30, 2001
- ------------------------------------------- Executive Officer (Principal
Gerald R. Szczepanski Executive Officer)
/s/ James A. Motley Vice President, Chief Financial April 30, 2001
- -------------------------------------------
James A. Motley Officer, and Secretary (Principal
Financial and Accounting Officer)
/s/ G. Michael Machens Director April 30, 2001
- -------------------------------------------
G. Michael Machens
/s/ Robert E.M. Nourse Director April 30, 2001
- -------------------------------------------
Robert E.M. Nourse
/s/ Ron G. Stegall Director April 30, 2001
- -------------------------------------------
Ron G. Stegall
/s/ Lawrence H. Titus, Jr. Director April 30, 2001
- -------------------------------------------
Lawrence H. Titus, Jr.
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF DOCUMENTS
------- ------------------------
3.1 -- Third Restated Articles of Incorporation of the Company (filed
as Exhibit 4.1 to the Company's Form S-8 (No. 33-98038) filed with
the Commission on October 12, 1995 and incorporated herein by
reference).
3.2 -- Amended and Restated Bylaws of the Company (filed as Exhibit
4.2 to the Company's Form S-8 (No. 33-98038) filed with the
Commission on October 12, 1995 and incorporated herein by
reference).
3.3 -- First Amendment to the Amended and Restated Bylaws of the
Company (filed as Exhibit 3.3 of the Company's Quarterly Report on
Form 10-Q for the quarter ended August 2, 1997 filed with the
Commission on September 16, 1997 and incorporated herein by
reference).
4.1 -- Specimen Certificate for shares of Common Stock, $.01 par
value, of the Company (filed as Exhibit 4.1 to the Company's
Amendment No. 2 to Form S-1 (No. 33-95090) filed with the
Commission on September 8, 1995 and incorporated herein by
reference).
4.2 -- Rights Agreement dated as of September 3, 1998 between the
Company and Mellon Investor Services, L.L.C. (filed as Exhibit 1
to the Company's Form 8-A filed with the Commission on September
4, 1998 and incorporated herein by reference).
10.1 -- Purchase Agreement dated as of January 31, 1992 among the Company,
Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the Investors
listed therein (filed as Exhibit 10.1 to the Company's Form S-1
(No. 33-95090) filed with the Commission on July 28, 1995 and
incorporated herein by reference).
10.2 -- Purchase Agreement dated as of May 26, 1994 among the Company,
Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the Investors
listed therein (filed as Exhibit 10.2 to the Company's Form S-1
(No. 33-95090) filed with the Commission on July 28, 1995 and
incorporated herein by reference).
10.3 -- Credit Agreement dated as of January 30, 1997 between the
Company and Wells Fargo Bank (Texas), National Association (filed
as Exhibit 10.3 to the Company's 1996 Annual Report on Form 10-K
filed with the Commission on April 23, 1997 and incorporated
herein by reference).
10.4 -- Form of Indemnification Agreement with a schedule of director
signatories (filed as Exhibit 10.5 to the Company's Form S-1 (No.
33-95090) filed with the Commission on July 28, 1995 and
incorporated herein by reference).
10.5 -- Employment Agreement dated January 31, 1992 between the Company
and Gerald R. Szczepanski, as continued by letter agreement (filed
as Exhibit 10.6 to the Company's Form S-1 (No. 33-95090) filed
with the Commission on July 28, 1995 and incorporated herein by
reference).
10.6 -- 1992 Incentive and Nonstatutory Stock Option Plan dated February
26, 1992, and Amendments No. 1 through 3 thereto (filed as Exhibit
10.8 to the Company's Form S-1 (No. 33-95090) filed with the
Commission on July 28, 1995 and incorporated herein by reference).
10.7 -- 1994 Incentive and Nonstatutory Stock Option Plan for Key
Employees dated September 30, 1994 (filed as Exhibit 10.9 to the
Company's Form S-1 (No. 33-95090) filed with the Commission on
July 28, 1995 and incorporated herein by reference).
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10.8 -- 1995 Non-Employee Director Stock Option Plan (filed as Exhibit
10.10 to the Company's Form S-1 (No. 333-00196) filed with the
Commission on January 9, 1996 and incorporated herein by
reference).
10.9 -- Gadzooks, Inc. Employees' Savings Plan, as amended and revised
(filed as Exhibit 4.5 to the Company's Form S-8 (No. 333-68205)
filed with the Commission on December 1, 1998 and incorporated
herein by reference).
10.10 -- Severance Protection Agreement dated September 1, 1998 between
the Company and Gerald R. Szczepanski (filed as Exhibit 10.24 to
the Company's Quarterly Report on Form 10-Q filed with the
Commission on December 15, 1998 and incorporated herein by
reference).
10.11 -- Form of Severance Agreement with a schedule of executive
officer signatories (filed as Exhibit 10.11 to the Company's 1996
Annual Report on Form 10-K filed with the Commission on April 23,
1997 and incorporated herein by reference).
10.12 -- Amendment No. 4 to the Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 10.14 to the
Company's Amendment No. 3 to Form S-1 (No. 33-95090) filed with
the Commission on September 27, 1995 and incorporated herein by
reference).
10.13 -- Amendment No. 5 to the Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan dated September 12, 1996 (filed as
Exhibit 10.13 to the Company's 1996 Annual Report on Form 10-K
filed with the Commission on April 23, 1997 and incorporated
herein by reference).
10.14 -- Amendment No. 1 to the 1994 Incentive and Nonstatutory Stock
Option Plan for Key Employees dated September 12, 1996 (filed as
Exhibit 10.14 to the Company's 1996 Annual Report on Form 10-K
filed with the Commission on April 23, 1997 and incorporated
herein by reference).
10.15 -- Gadzooks, Inc. Employee Stock Purchase Plan (filed as Exhibit 4.5
to the Company's Form S-8 (No. 333-50639) filed with the
Commission on April 21, 1998 and incorporated herein by
reference).
10.16 -- Lease Agreement between Gadzooks, Inc. (Lessee) and CB Midway
International, LTD. (Lessor) dated August 23, 1996 (filed as
Exhibit 10.17 to the Company's 1997 Annual Report on Form 10-K
filed with the Commission on April 27, 1998 and incorporated
herein by reference).
10.17 -- Gadzooks, Inc. 401(k) Plan and Profit Sharing Plan Adoption
Agreement (filed as Exhibit 10.18 to the Company's Quarterly
Report on Form 10-Q filed with the Commission on June 9, 1998, and
incorporated herein by reference).
10.18 -- Amendment No. 1 to the Credit Agreement between the Company and
Wells Fargo Bank (Texas), National Association, dated June 11,
1998 (filed as Exhibit 10.19 to the Company's Quarterly Report on
Form 10-Q filed with the Commission on September 15, 1998, and
incorporated herein by reference).
10.19 -- Amendment No. 2 to the Credit Agreement between the Company and
Wells Fargo Bank (Texas) National Association, dated May 14, 1999
(filed as Exhibit 10.20 to the Company's Quarterly Report on Form
10-Q filed with the Commission on June 15, 1999 and incorporated
herein by reference).
10.20 -- Amendment No. 6 to the Gadzooks, Inc. 1992 Incentive and
Non-Statutory Stock Option Plan dated June 18, 1998 (filed as
Exhibit 4.8 to the Company's Form S-8 (No. 333-60869) filed with
the Commission on August 7, 1998 and incorporated herein by
reference).
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10.21 -- Amendment No. 1 to the Gadzooks, Inc. 1995 Non-Employee Director
Stock Option Plan dated June 18, 1998 (filed as Exhibit 4.10 to
the Company's Form S-8 (No. 333-60869) filed with the Commission
on August 7, 1998 and incorporated herein by reference).
10.22 -- Severance Protection Agreement dated January 5, 1998 between
the Company and James F. Wimpress (filed as Exhibit 10.22 to the
Company's 1999 Annual Report on Form 10-K filed with the
Commission on April 26, 2000 and incorporated herein by
reference).
10.23 -- Severance Protection Agreement dated January 11, 1999 between
the Company and Paula Y. Masters (filed as Exhibit 10.23 to the
Company's 1999 Annual Report on Form 10-K filed with the
Commission on April 26, 2000 and incorporated herein by
reference).
10.24 -- Amendment No. 3 to the Credit Agreement between the Company and
Wells Fargo Bank (Texas) National Association dated June 1, 2000
(filed as Exhibit 10.24 to the Company's Quarterly Report on Form
10-Q filed with the Commission on June 13, 2000 and incorporated
herein by reference).
10.25 -- Management Services Agreement by and between Gadzooks Management,
L.P. and Gadzooks, Inc. dated June 28, 2000 (filed as Exhibit
10.25 in the Company's Quarterly Report on Form 10-Q filed with
the Commission on September 12, 2000 and incorporated herein by
reference).
10.26 -- Lease and Occupancy Agreement between Gadzooks, Inc. and Gadzooks
Management, L.P. dated June 28, 2000 (filed as Exhibit 10.26 to
the Company's Quarterly Report on Form 10-Q filed with the
Commission on September 12, 2000 and incorporated herein by
reference).
10.27 -- Amendment No. 7 to the Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan dated as of March 30, 2000 (filed
as Exhibit 4.9 to the Company's Form S-8 (No. 333-48350) filed
with the Commission on October 20, 2000 and incorporated herein by
reference) and incorporated herein by reference).
10.28 -- Amendment No. 1 to the Gadzooks, Inc. Employee Stock Purchase Plan
dated as of March 30, 2000 (filed as Exhibit 4.11 to the Company's
Form S-8 (No. 333-48350) filed with the Commission on October 20,
2000 and incorporated herein by reference).
13* -- Pages 11-27 of the Company's 2000 Annual Report to Shareholders.
21* -- List of Subsidiaries
23* -- Consent of PricewaterhouseCoopers LLP.
24* -- Power of Attorney (included on signature page of this report).
* Filed herewith (unless otherwise indicated, exhibits are previously filed).
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