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EX-32 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v166911_ex32.htm |
EX-31.2 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v166911_ex31-2.htm |
EX-31.1 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v166911_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Mark
One)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended July 25, 2009
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ___________ to _________
Commission
File Number 1-5893
FREDERICK’S
OF HOLLYWOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
New
York
|
13-5651322
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
1115
Broadway, New York, New York
|
10010
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 798-4700
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Name
of each exchange on which registered
|
|
Common
Stock, $.01 par value
|
NYSE
Amex
|
|
Securities
registered pursuant to Section 12(g) of the Act:
None
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes ¨ No x
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 (§229.405 of this Chapter) 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
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act:
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes ¨ No x
As of
January 24, 2009 (the last business day of the registrant’s most recently
completed second fiscal quarter), the aggregate market value of the registrant’s
common stock (based on its reported last sale price on the NYSE Amex of $0.37),
held by non-affiliates of the registrant, was $2,468,316.
As of
October 30, 2009, there were 26,409,217 common shares outstanding.
EXPLANATORY
NOTE
This
Annual Report on Form 10-K/A is being filed by the registrant to amend the
Annual Report on Form 10-K filed by the registrant with the Securities and
Exchange Commission on October 23, 2009 to include the information required to
be disclosed by Items 10-14 of Part III of Form 10-K.
FREDERICK’S
OF HOLLYWOOD GROUP INC.
2009
FORM 10-K/A
TABLE
OF CONTENTS
PART
III
|
1
|
ITEM
10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
1
|
ITEM
11. – EXECUTIVE COMPENSATION
|
4
|
ITEM
12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
16
|
ITEM
13. – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
18
|
|
|
ITEM
14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
19
|
PART
IV
|
20
|
ITEM
15. – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
20
|
ii
PART
III
ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
On
January 28, 2008, Frederick’s of Hollywood Group Inc. (formerly Movie Star,
Inc.) (the “Company”) consummated a merger with FOH Holdings, Inc., a
privately-held Delaware corporation (“FOH Holdings”). As a result of
the transaction, FOH Holdings became a wholly-owned subsidiary of the
Company. FOH Holdings is the parent company of Frederick’s of
Hollywood, Inc. Upon consummation of the merger, the Company changed its name
from Movie Star, Inc. to Frederick’s of Hollywood Group Inc. Unless
otherwise indicated, as used in this Form 10-K/A, “Movie Star” refers to
Movie Star, Inc. prior to the closing of the merger, “FOH Holdings” or
“Frederick’s of Hollywood” refers to FOH Holdings, Inc., a privately-held
Delaware corporation, prior to the closing of the merger and after the merger,
as the context requires, and the “Company,” “we,” “our” or “us” refers to
Frederick’s of Hollywood Group Inc., together with FOH Holdings, Inc. and its
subsidiaries on a consolidated basis, after the closing of the
merger.
Name
|
Age
|
Position
|
||
Thomas
J. Lynch
|
41
|
Chairman
and Chief Executive Officer
|
||
Linda
LoRe
|
55
|
President
and Director
|
||
Thomas
Rende
|
49
|
Senior
Vice President, Chief Financial Officer and Director
|
||
Peter
Cole
|
60
|
Director
|
||
John
L. Eisel(1)(3)
|
60
|
Director
|
||
William
F. Harley(3)
|
46
|
Director
|
||
Michael
A. Salberg(2)
|
57
|
Director
|
||
Joel
M. Simon(1)(2)
|
64
|
Director
|
||
Milton
J. Walters(1)(2)(3)
|
67
|
Director
|
(1) Member
of the Audit Committee
(2) Member
of the Compensation Committee
(3) Member
of the Nominating and Governance Committee
Thomas J. Lynch became
our Chief Executive Officer in January 2009 and our Chairman of the Board in May
2009 and has been a member of our board of directors since the completion of the
merger in January 2008. From February 2007 to December 2008, he
served as Chief Executive Officer of Fursa Alternative Strategies, LLC
(“Fursa”). From July 2006 to January 2007, Mr. Lynch was a Managing
Director at UBS, an investment bank and global asset management
business. From August 2000 to May 2006, Mr. Lynch was Managing
Director and Senior Vice-President of Mellon Asset Management. Mr. Lynch was a
member of the Mellon Asset Management Senior Management Committee and was a
thought leader in global distribution strategies and strategic
planning. Mr. Lynch had direct management responsibility for a $356
billion (Assets Under Management) institutional asset management
business. From 1995 to 2000, Mr. Lynch was Northeast Regional Vice
President for Fortis Inc. and was responsible for strategic management,
training, marketing and thought leadership. From 1990 to 1995, Mr.
Lynch was employed by Phoenix Inc. and The Paul Revere Insurance Group serving
in various strategic and management roles. Mr. Lynch is a former
board member of The Massachusetts Society for the Prevention of Cruelty to
Children. Mr. Lynch received a B.A. degree from St. Anselm College and
attended The Brandeis University International Business School.
Linda LoRe has served as our
President since February 2009, as President and Chief Executive Officer of
the retail division and a member of our board of directors since the completion
of the merger in January 2008, and as President and Chief Executive Officer of
FOH Holdings since July 1999. From 1991 to 1999, Ms. LoRe was President
and Chief Executive Officer of Giorgio Beverly Hills. Ms. LoRe has 36
years of experience in retail and wholesale including 19 years as a chief
executive officer. Ms. LoRe has been a member of the board of
directors of FOH Holdings since October 1998 and of its subsidiaries since
1999. Ms. LoRe also is a member of the Trusteeship of the
International Women’s Forum, for which she previously served on the Board, The
Women’s Leadership Board for the Kennedy School of Government at Harvard
University, the Board of Advisors for the Fashion Institute of Design
Merchandising (FIDM) and the United States Air Force, as its Entertainment and
Industry Liaison emeritus. In addition, Ms. LoRe is the founding board
member of the Youth Mentoring Connection, which serves at-risk youth in Southern
California. Ms. LoRe attended California State University at Long
Beach.
1
Thomas Rende has served as our
Chief Financial Officer and a member of our board of directors since January
2008, and as Chief Financial Officer of the wholesale division since February
1999. He also served as a member of our board of directors from April
2004 to April 2007. Since joining Movie Star in 1989, he has held
various positions within the finance department. Mr. Rende received a
B.S. degree in economics from the State University of New York at
Oneonta.
Peter Cole has served
as a member of our board of directors since April 2004 and as our Executive
Chairman from January 2008 to May 2009. From January 2007 to January
2008, he served as the lead Movie Star director to facilitate the timely and
successful completion of our merger with FOH Holdings. Since October
2005, Mr. Cole has been the managing member of Performance Enhancement Partners,
LLC, a private consulting firm that he founded. From April 2001
through July 2005, Mr. Cole served as Chairman of the Board and Chief Executive
Officer of Qwiz, Inc., a leading provider of pre-employment competency
assessment solutions and training needs analysis. Prior to joining
Qwiz, Inc., Mr. Cole was a Managing Director at Citibank, where he was
responsible for one of its global capital markets businesses. At both
Qwiz and Citibank, Mr. Cole successfully integrated acquired companies into
existing core businesses. Mr. Cole serves as a director and member of
the audit committee of Qwiz Holdings, LLC. Mr. Cole received a
B.A. degree in economics from the University of Vermont.
John L. Eisel has been a
member of our board of directors since April 2004. Since 1980, Mr.
Eisel has been a partner at Wildman, Harrold, Allen & Dixon LLP, a law firm
located in Chicago, Illinois that he joined in 1975. Mr. Eisel’s primary
areas of practice are mergers and acquisitions and securities regulation and he
is the chairman of his firm’s Transactional Department and a member of his
firm’s Executive Committee. Mr. Eisel received a B.S. degree in
accounting and a J.D. degree from the University of Illinois.
William F. “Mickey” Harley,
III has been a member of our board of directors since the completion of
the merger in January 2008. Mr. Harley is President and Chief
Investment Officer of Fursa, which he co-founded in April 1999 (as HBV Capital
Management, LLC) and then sold to Mellon Financial Corporation in July 2002 (at
which time it was re-named Mellon HBV Alternative Strategies LLC). Mr. Harley
served as Chief Investment Officer and Chief Executive Officer of Fursa from
July 2002 until he purchased it from Mellon in December 2006. Mr.
Harley is principally responsible for Fursa’s investment
decisions. From June 1996 to April 1999, Mr. Harley was the Head of
Research at Milton Partners, L.P. (“Milton”), a hedge fund manager specializing
in arbitrage funds. Before joining Milton, Mr. Harley was a Vice President and
Director of Allen & Company, where he was responsible for the day-to-day
management and investment strategies of the arbitrage
department. From January 2003 to April 2006, Mr. Harley served as a
director of FOH Holdings, Inc. He was reappointed as a director of
FOH Holdings in April 2007. Mr. Harley also currently serves on the
board of directors of Xemplar Energy Corporation (TSX Venture: XE) and J.L.
French Automotive Castings, Inc. and previously served on the board of directors
of Metromedia International Group, Inc., Integral Systems, Inc., Coastal
Greenland Limited and Interboro Insurance. Mr. Harley received a
Masters degree in public and private management from Yale University’s School of
Management and a B.S. degree in chemical engineering and a B.A. degree in
economics from Yale University.
Michael A. Salberg has been a
member of our board of directors since 2001. From November 2003
through July 2006, he served as General Counsel of the Anti-Defamation League,
an international not-for-profit organization. In addition to his
duties as General Counsel, Mr. Salberg served as Deputy Chief Operating Officer
from November 2003 until December 2004 and then as Special Assistant to the
National Director until July 2006. Since July 2006, he has served as
Associate National Director and Director of International Affairs of the
Anti-Defamation League. From April 1989 to November 2003, he was a
partner in the New York law firm of Graubard Miller and its predecessors.
Graubard Miller and its predecessors have represented us as legal counsel
for many years. Mr. Salberg received a J.D. degree from New York Law School and
a B.A. degree from the University of Cincinnati.
Joel M. Simon has been a
member of our board of directors since 1996. Since July 2000, Mr.
Simon has been a principal of XRoads Solutions Group, LLC, a financial
consulting and advisory firm. Mr. Simon was the President and Chief
Executive Officer of Starrett Corporation, a real estate construction,
development and management company from March 1998 to December
1998. Prior to that, Mr. Simon was a private investor from 1996 to
1998, Executive Vice President and Chief Operating Officer of Olympia & York
Companies (U.S.A.) from 1985 through 1996, and a practicing CPA from 1967
through 1984. Mr. Simon serves as a director and Chairman of the
Audit Committee of Avatar Holdings, Inc., a residential real estate and land
development company. Mr. Simon received a B.S. degree in accounting
from Queens College of the City University of New York.
2
Milton J. Walters has been a
member of our board of directors since the completion of the merger in January
2008. Since August 1999, he has been the President and Chief
Executive Officer of Tri-River Capital, an investment banking financial
management and valuation service provider which he founded. Mr.
Walters has been a director of FOH Holdings since January 2003. Mr.
Walters is also a director of DecisionOne and Sun Healthcare Group (NASDAQ:
SUNH). He has more than 40 years of investment banking experience
including AG Becker and its successor Warburg Paribas Becker (1965-1984), Smith
Barney (1984-1988), Prudential Securities (1997-1999) and Tri-River Capital
(1988-1997 and 1999 to present). Mr. Walters is a member of the
Economics Club of New York and the National Association of Corporate
Directors. He is a former Trustee of Hamilton College and Friends
Academy. Mr. Walters received an A.B. degree from Hamilton
College.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
requires our officers, directors and persons who beneficially own more than ten
percent of our common stock to file reports of ownership and changes in
ownership with the SEC. These reporting persons are also required to furnish us
with copies of all Section 16(a) forms they file. To our knowledge, based solely
on the review of the copies of these forms furnished to us and representations
that no other reports were required, all Section 16(a) reporting requirements
were complied with during the year ended July 25, 2009.
Code
of Ethics
In August
2008, our board of directors adopted an amended and restated code of ethics that
applies to our directors, officers and employees as well as those of our
subsidiaries. The code of ethics was filed with the Securities and Exchange
Commission (“SEC”) on August 21, 2008 as Exhibit 14 to our Current Report on
Form 8-K, dated August 15, 2008. Our code of ethics can be found on
our corporate website at www.fohgroup.com. In
addition, requests for copies of the code of ethics should be sent in writing to
Frederick’s of Hollywood Group Inc., 1115 Broadway, New York, New York 10010,
Attention: Corporate Secretary.
Committees
of the Board of Directors
We have
standing audit, compensation and nominating and governance
committees. We also had an indemnity claims committee comprised
of Joel M. Simon and Milton J. Walters (co-chairmen), which was responsible
for making determinations regarding pursuing and responding to indemnification
claims under our merger agreement with FOH Holdings. Following the
expiration of the indemnification period under the merger agreement on July 28,
2009 and the release of the shares held in escrow to cover indemnification
obligations on August 12, 2009, the term of the indemnity claims committee
expired.
Audit
Committee
General
Our audit
committee consists of Joel M. Simon (chairman), John L. Eisel and Milton J.
Walters, each an independent director under the NYSE Amex listing
standards. As required by the NYSE Amex standards, our audit
committee is comprised of at least three independent directors who are also
“financially literate.” These standards define “financially literate” as being
able to read and understand fundamental financial statements, including a
company’s balance sheet, income statement and cash flow statement.
Financial
Expert on Audit Committee
We must
certify to the NYSE Amex that our audit committee has, and will continue to
have, at least one member who has past employment experience in finance or
accounting, requisite professional certification in accounting, or other
comparable experience or background that results in the individual’s financial
sophistication. The board of directors has determined that Joel Simon
satisfies the NYSE Amex’s definition of financial sophistication and also
qualifies as an “audit committee financial expert,” as defined under the rules
and regulations of the SEC.
3
Compensation
Committee
Our
compensation committee is currently comprised of Michael Salberg (chairman),
Joel M. Simon and Milton J. Walters, each an independent director under the NYSE
Amex listing standards. Thomas J. Lynch served as a member of the
compensation committee from January 2008, and as its chairman from August 2008,
until his resignation in January 2009 when he became our Chief Executive
Officer. Upon Mr. Lynch’s resignation, Michael Salberg became
chairman and Joel M. Simon and Milton J. Walters were appointed to serve on the
compensation committee.
Nominating
and Governance Committee
Our
nominating and governance committee is currently comprised of Milton J. Walters
(chairman), John L. Eisel and William F. Harley, each an independent director
under the NYSE Amex listing standards. The nominating and governance
committee is responsible for overseeing the selection of persons to be nominated
to serve on the board of directors. The nominating and governance
committee considers persons identified by its members, management, shareholders,
investment bankers and others. There have been no material changes to
the procedures by which security holders may recommend nominees to the
board.
ITEM 11. – EXECUTIVE
COMPENSATION
The
following table sets forth the compensation paid to or earned by each of the
named executive officers for the years ended July 25, 2009 and July 26,
2008:
Name and
Principal
Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)
|
All
Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||
Thomas
J. Lynch
|
2009
|
336,923 |
(3)
|
- | 9,913 |
(4)
|
46,323 | 14,514 |
(5)
|
407,673 | ||||||||||||||||
Chairman
and CEO
|
2008
|
- | - | - | - | - | - | |||||||||||||||||||
Linda
LoRe
|
2009
|
650,000 | - | 247,399 |
(7)
|
144,652 | 41,088 |
(5)
|
1,083,139 | |||||||||||||||||
President
|
2008
|
650,000 | 225,000 |
(6)
|
154,624 |
(7)
|
159,497 | 61,144 |
(8)
|
1,250,265 | ||||||||||||||||
Thomas Rende(2)
|
2009
|
340,000 | - | - | 51,523 | 24,492 |
(5)
|
416,015 | ||||||||||||||||||
SVP
and CFO
|
2008
|
312,014 |
(9)
|
75,000 |
(10)
|
75,000 |
(11)
|
178,186 | 28,725 |
(8)
|
668,925 | |||||||||||||||
Peter Cole(2)
|
2009
|
416,666 |
(12)
|
- | - | 16,346 | - | 433,012 | ||||||||||||||||||
Former
Executive
|
2008
|
500,000 |
(13)
|
- | 155,000 |
(14)
|
266,139 | - | 921,139 | |||||||||||||||||
Chairman
|
(1)
|
Represents
the dollar amount recognized for financial statement reporting purposes
during the years ended July 25, 2009 and July 26, 2008, computed in
accordance with Statement of Financial Accounting Standards No. 123(R),
Share-Based
Payment (“SFAS 123(R)”), except that, pursuant to the rules of the
SEC relating to executive compensation disclosure, the amounts exclude the
impact of estimated forfeitures related to service-based vesting
conditions. Assumptions used in the calculation of these
amounts are disclosed in Note 12 to our audited consolidated financial
statements for the year ended July 25, 2009 contained in our Annual Report
on Form 10-K filed with the SEC on October 23,
2009.
|
(2)
|
Mr.
Cole served as a consultant to, and Mr. Rende was employed by, Movie Star
prior to the merger. Their compensation for the period from
July 29, 2007 to January 28, 2008 (the closing date of the merger) has
been included in this table, but is not included in the Company’s
consolidated financial statements for the year ended July 26,
2008.
|
(3)
|
Represents
salary paid to Mr. Lynch in accordance with the terms of his employment
agreement from the commencement of his employment on January 2, 2009 to
July 25, 2009.
|
(4)
|
Represents
stock-based compensation expense, as computed in accordance with SFAS
123(R), recorded during the year ended July 25, 2009 relating to 100,000
shares of restricted stock issued to Mr. Lynch on January 29, 2009 under
the Company’s 2000 Performance Equity
Plan.
|
4
(5)
|
Represents
payments that we made in fiscal year 2009 for the named executive officers
as follows:
|
Named
Executive Officer
|
Life
Insurance
|
Long Term
Disability
Insurance
|
Group
Health
Insurance
|
Automobile
Expenses
|
Matching
Contribution
Under the
401(k) Plan
|
Total
|
||||||||||||||||||
Thomas
J. Lynch
|
- | 313 | 5,451 | 8,750 | - | 14,514 | ||||||||||||||||||
Linda
LoRe
|
10,550 | 1,070 | 11,843 | 15,000 | 2,625 | 41,088 | ||||||||||||||||||
Thomas
Rende
|
2,680 | 992 | 16,920 | 3,900 | - | 24,492 |
(6)
|
In
accordance with the terms of her equity incentive agreement, Ms. LoRe
received a cash bonus payment of $225,000 upon the consummation of the
merger.
|
(7)
|
Represents
stock-based compensation expense, as computed in accordance with SFAS
123(R), recorded during the years ended July 25, 2009 and July 26, 2008
relating to 200,000 shares of common stock issued to Ms. LoRe upon the
consummation of the merger. 100,000 of these shares vest on
December 31, 2009, 50,000 shares vest on December 31, 2010, and the
remaining 50,000 shares vest on December 31,
2011.
|
(8)
|
Represents
payments that we made in fiscal year 2008 for the named executive officers
as follows:
|
Named
Executive Officer
|
Life
Insurance
|
Long Term
Disability
Insurance
|
Group
Health
Insurance
|
Automobile
Expenses
|
Matching
Contribution
Under the
401(k) Plan
|
Total
|
||||||||||||||||||
Linda
LoRe
|
24,675 | 1,751 | 13,463 | 15,000 | 6,255 | 61,144 | ||||||||||||||||||
Thomas
Rende
|
2,680 | 3,225 | 17,715 | 1,940 | 3,165 | 28,725 |
(9)
|
In
accordance with Mr. Rende’s amended and restated employment agreement
dated January 24, 2008, his annual base salary increased from $240,000 to
$340,000 effective November 30,
2007.
|
(10)
|
In
accordance with the terms of his employment agreement, Mr. Rende received
a cash bonus payment of $75,000 upon the consummation of the
merger.
|
(11)
|
Represents
stock-based compensation expense, as computed in accordance with SFAS
123(R), recorded during the year ended July 26, 2008 relating to 24,194
fully vested shares issued to Mr. Rende upon the consummation of the
merger under the Company’s 2000 Performance Equity
Plan.
|
(12)
|
In
accordance with the terms of its amended consulting agreement, Performance
Enhancement Partners, LLC was to receive an annual consulting fee of
$400,000 plus an additional consulting fee of
$100,000. Effective May 23, 2009, the consulting agreement was
terminated and these amounts were pro-rated to reflect a partial year of
service. Mr. Cole is the sole member of Performance Enhancement
Partners, LLC.
|
(13)
|
In
accordance with the terms of its consulting agreement, Performance
Enhancement Partners, LLC received an annual consulting fee of $400,000
plus an additional consulting fee of
$100,000.
|
(14)
|
Represents
stock-based compensation expense, as computed in accordance with SFAS
123(R), recorded during the year ended July 26, 2008 relating to 50,000
fully vested shares of common stock issued to Performance Enhancement
Partners, LLC upon the consummation of the merger under the Company’s 2000
Performance Equity Plan.
|
Compensation
Arrangements for Executive Officers
Thomas
J. Lynch
On
January 29, 2009, we entered into an employment agreement with Thomas J. Lynch,
which provides for Mr. Lynch to be employed as our Chief Executive Officer for a
two year term which commenced on January 2, 2009 until January 2, 2011 at a base
salary of $600,000 per year. Pursuant to the terms of the employment
agreement, in addition to his base salary, Mr. Lynch is eligible to receive, for
the years ending July 31, 2010 and July 30, 2011, an annual performance bonus
equal to 65% of his base salary based on achieving certain targeted performance
goals determined by the compensation committee after consultation with
him. The bonus for the year ending July 31, 2011 will be prorated for
the partial year. No performance bonus was required to be paid to Mr.
Lynch for the year ended July 25, 2009.
5
In
addition to his base salary, on January 29, 2009, we granted Mr. Lynch a
ten-year, non-qualified option to purchase 360,000 shares of common stock under
our 1988 Non-Qualified Stock Option Plan at an exercise price of $0.38 per
share. 120,000 option shares are immediately exercisable and 120,000
shares will vest on each of January 2, 2010 and 2011.
Additionally,
on January 29, 2009, we issued Mr. Lynch 100,000 shares of restricted
stock. 50,000 shares will vest on January 2, 2010, provided that Mr.
Lynch is employed by us and that he has purchased an aggregate of 250,000 shares
of common stock in the open market in accordance with the terms of a 10b5-1
trading plan (“Trading Plan”) to be entered into by Mr. Lynch during the first
open window period that such plan can be entered into in accordance with the
terms of our insider trading policy (the “stock purchase”). Mr. Lynch
entered into a Trading Plan on July 10, 2009. If Mr. Lynch does not
complete the stock purchase by January 2, 2010, then the 50,000 shares will not
vest on such date; however, all 100,000 shares will vest on January 2, 2011
provided that Mr. Lynch is employed by us and has completed the stock purchase
by such date. As of October 30, 2009, Mr. Lynch had purchased 173,800
shares of our common stock under his Trading Plan and it is anticipated that he
will complete the stock purchase by December 31, 2009.
The
employment agreement provides that if, during the employment term, we terminate
Mr. Lynch without “cause” or he terminates his employment for “good reason” (as
such terms are defined in the employment agreement), we will be required to pay
to him (i) his base salary for (a) four months from the date of termination if
such date is prior to July 2, 2009, (b) six months from the date of termination
if such date is between July 2, 2009 and January 2, 2010 or (c) eight months
from the date of termination if such date is after January 2, 2010 and prior to
the end of the employment term and (ii) his annual performance bonus, pro-rated
to the date of termination. In addition, the portion of the stock
option that would otherwise have vested within the one-year period following
termination will immediately vest and the restricted stock would continue to
vest as scheduled, provided that the stock purchase requirement is
met.
Mr.
Lynch’s employment agreement also provides for us to pay the premiums on a life
insurance policy for him providing a death benefit of $1,500,000 to Mr. Lynch’s
designated beneficiary and a disability insurance policy for Mr. Lynch providing
a non-taxable benefit of at least $10,000 per month payable to Mr. Lynch in the
event of his disability. Under the employment agreement, Mr. Lynch is
prohibited from disclosing confidential information about us and employing or
soliciting any of our current employees to leave us during his employment and
for a period of one year thereafter. The employment agreement does
not contain any change of control provisions.
Linda
LoRe
On
January 28, 2008, the closing date of the merger, we and FOH Holdings entered
into an employment agreement with Linda LoRe for an initial three year term from
August 1, 2007 to August 1, 2010, pursuant to which she serves as the President
and Chief Executive Officer of the retail division and a director of our
company. In February 2009, Ms. LoRe was promoted and now also serves
as our President. Her employment agreement was not amended in
connection with the promotion. The employment agreement will
automatically be extended for additional one-year periods unless earlier
terminated or either we or Ms. LoRe give the other notice of our or her intent
to terminate at least three months prior to the end of the initial term or any
renewal period. It is intended that the employment term will not
exceed an aggregate of seven years. The employment agreement provides
for a base salary of $650,000 per year, to be reviewed annually for possible
increases at the board’s discretion. The employment agreement also
provides for an annual performance bonus up to 50% of her base salary based on
achieving certain targeted performance goals to be determined by the
compensation committee after consultation with Ms. LoRe. No
performance bonus was paid to Ms. LoRe for the years ended July 26, 2008 and
July 25, 2009 because no bonus plan was in effect for those fiscal
years.
The
employment agreement provides for us to pay the premiums on a life insurance
policy for Ms. LoRe providing a death benefit of $3,000,000 to her designated
beneficiary and a disability insurance policy for Ms. LoRe providing a benefit
of 60% of Ms. LoRe’s monthly base salary payable to her in the event of her
disability. Ms. LoRe is also entitled to participate in welfare
benefit plans maintained for our executive officers. Ms. LoRe is
prohibited from disclosing confidential information about us or any of our
subsidiaries and employing or soliciting any of our current employees to leave
the company during her employment and for a period of two years
thereafter.
6
On
January 28, 2008, the closing date of the merger, the equity incentive
agreement, dated December 14, 2007, between FOH Holdings and Ms. LoRe became
effective, pursuant to which Ms. LoRe (i) was granted an option under
the Amended and Restated 2003 Employee Equity Incentive Plan (“2003 Plan”) to
purchase an aggregate of 100,000 shares of our common stock at an exercise price
of $3.10 per share (the last sale price of our common stock on the closing date
of the merger). 25,000 shares vested on the closing date and the
remaining shares vest in three equal annual installments of 25,000 shares and
will expire ten years after the grant date, (ii) was issued an aggregate of
200,000 shares of our restricted common stock, 100,000 shares of which will vest
on December 31, 2009, 50,000 shares will vest on December 31, 2010 and the
remaining 50,000 shares will vest on December 31, 2011 and (iii) received a
$225,000 cash bonus.
We
currently have a key person insurance policy on the life of Ms. LoRe in the
amount of $5.0 million under which we are the beneficiary.
Thomas
Rende
On
January 24, 2008, we entered into an employment agreement with Thomas Rende,
which became effective on January 28, 2008, the closing date of the
merger. The employment agreement provides for Mr. Rende to be
employed as our Senior Vice President and Chief Financial Officer until December
31, 2009 at a base salary of $340,000 per year. Pursuant to the terms
of the employment agreement, upon the completion of the merger, Mr. Rende
received a bonus equal to (a) $75,000 in cash and (b) 24,194 shares of common
stock, which represents $75,000 divided by $3.10, the last sale price of a share
of our common stock on the closing date of the merger. Mr. Rende was
eligible to receive, for the fiscal years ended July 26, 2008 and July 25, 2009,
and is eligible to receive for the year ending July 31, 2010, an annual
performance bonus equal to 35% of his base salary based on achieving certain
targeted performance goals determined by the compensation committee after
consultation with him. The bonus for the year ending July 31, 2010
will be prorated for the partial year. No performance bonus was paid
to Mr. Rende for the years ended July 26, 2008 and July 25, 2009 because no
bonus plan was in effect for those fiscal years.
The
employment agreement provides for us to pay the premiums on a life insurance
policy for Mr. Rende providing a death benefit of $1,000,000 to his designated
beneficiary and a disability insurance policy for Mr. Rende providing a
non-taxable benefit of at least $7,500 per month payable to him in the event of
his disability. Mr. Rende is also entitled to participate in our
group medical insurance and Retired Senior Executive Medical
Plan. Under the employment agreement, Mr. Rende is prohibited from
disclosing confidential information about us and employing or soliciting any of
our current employees to leave us during his employment and for a period of one
year thereafter. The employment agreement does not contain any change
of control provisions.
We are
currently in negotiations with Mr. Rende regarding an extension of his
employment agreement.
Peter
Cole
On April
9, 2007, we entered into a consulting agreement with Performance Enhancement
Partners, LLC, pursuant to which Performance Enhancement Partners provided us
with the personal services of Peter Cole to act as the lead member of our Board
of Directors to facilitate the consummation of the merger and to serve as our
Executive Chairman following the merger. On October 22, 2008, the
consulting agreement was amended to extend the consulting agreement for an
additional six-month period from January 27, 2009 to July 25, 2009 unless
earlier terminated upon 30 days’ prior written notice. Effective May
23, 2009, the consulting agreement was terminated.
Pursuant
to the amended consulting agreement, Performance Enhancement Partners received a
consulting fee at the annual rate of $400,000, payable in four equal quarterly
installments in arrears and prorated for the ten-month period during the year
ended July 25, 2009 in which Mr. Cole served as Executive
Chairman. The agreement also provided for Performance Enhancement
Partners to receive an additional annual consulting fee of $100,000, which also
was prorated for the ten-month period during fiscal year 2009 in which Mr. Cole
served as Executive Chairman.
On
January 28, 2008, the closing date of the merger, we (i) issued to Performance
Enhancement Partners 50,000 shares of our common stock under the 2000
Performance Equity Plan and (ii) granted to Performance Enhancement Partners a
five-year non-qualified option to purchase 137,500 shares of our common stock
under the 2000 Performance Equity Plan at an exercise price of $3.10 per share,
the last sale price of our common stock on the closing date of the merger.
87,500 of the shares underlying the option vested on the grant date and 50,000
shares vested on July 26, 2008. On July 28, 2008, the commencement
date of the first extension period of the consulting agreement, we granted
Performance Enhancement Partners a five-year non-qualified option to
purchase 25,000 shares of our common stock under the 2000 Performance
Equity Plan at an exercise price of $0.96 per share, the last sale price of our
common stock on the grant date, which vested on January 26, 2009. On
January 27, 2009, the commencement date of the second extension period of the
consulting agreement, we granted Performance Enhancement Partners a five-year
non-qualified option to purchase 25,000 shares of our common stock at an
exercise price of $0.37 per share, the last sale price of our common stock on
the grant date. These shares were to vest in six equal monthly
installments commencing on the one-month anniversary of the commencement
date of the second extension period. Upon the termination of the
consulting agreement on May 23, 2009, 16,668 shares were vested and the
remaining unvested portion expired. On June 8, 2009, Performance
Enhancement Partners, LLC exercised these options.
7
Grants
of Plan-Based Awards
The
following table sets forth information regarding awards to the named executive
officers under our equity compensation plans during the year ended July 25,
2009. There can be no assurance that the grant date fair value of the
stock and option awards will ever be realized by the
individual. The amount of these awards that was expensed is included
in the Summary Compensation Table:
Name
|
Grant
Date
|
Number of
Shares of
Stock
(#)
|
Number of
Securities
Underlying
Options (#)
|
Exercise or
Base Price
of Option
Awards
($/sh)
|
Exercise
Price of
Option
Awards on
the Grant
Date
($/sh)(1)
|
Grant Date
Fair Value of
Stock and
Option
Awards ($)(2)
|
||||||||||||||||
Thomas
J. Lynch
|
1/29/09
|
100,000 |
(3)
|
- | - | - | 38,000 | |||||||||||||||
1/29/09
|
- | 360,000 |
(4)
|
.38 | .38 | 91,323 | ||||||||||||||||
Peter
Cole
|
1/28/09
|
- | 25,000 |
(5)
|
.37 | .37 | 5,198 | |||||||||||||||
7/28/08
|
- | 25,000 |
(6)
|
.96 | .96 | 12,880 |
(1)
|
Represents
the closing price of our common stock on the date of
grant.
|
(2)
|
The
fair value of the stock and option awards was calculated using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for each grant: risk-free interest rate 2.33%; expected
life of 6.8 years; expected volatility 68.4% and expected dividends of
zero. The fair value generated by the Black-Scholes model may
not be indicative of the future benefit, if any, that may be received by
the holder.
|
We
account for our stock-based employee compensation arrangements under SFAS
123(R), which requires companies to recognize the cost of employee services
received in exchange for awards of equity instruments, based on the grant date
fair value of those awards, in the financial statements.
(3)
|
Represents
shares of restricted common stock issued to Mr. Lynch in accordance with
the terms of his employment agreement with the Company. 50,000
shares will vest on January 2, 2010, provided that Mr. Lynch is employed
by us and that he has purchased an aggregate of 250,000 shares of common
stock in the open market in accordance with the terms of a 10b5-1 trading
plan (“Trading Plan”) to be entered into by Mr. Lynch during the first
open window period that such plan can be entered into in accordance with
the terms of our insider trading policy (the “stock
purchase”). Mr. Lynch entered into a Trading Plan on July 10,
2009. If Mr. Lynch does not complete the stock purchase by
January 2, 2010, then the 50,000 shares will not vest on such date;
however, all 100,000 shares will vest on January 2, 2011 provided that Mr.
Lynch is employed by us and has completed the stock purchase by such
date.
|
(4)
|
Represents
shares issuable upon exercise of an option granted to Mr. Lynch in
accordance with the terms of his employment agreement with the
Company. 120,000 shares are immediately exercisable and 120,000
shares will vest on each of January 2, 2010 and
2011.
|
(5)
|
Represents
shares issuable upon exercise of an option granted to Performance
Enhancement Partners, LLC in accordance with the terms of the consulting
agreement with the Company to provide the services of Peter Cole, our
former Executive Chairman and the sole member of Performance Enhancement
Partners, LLC. These shares were to vest in six equal monthly
installments commencing on the one-month anniversary of the grant
date. Upon the termination of the consulting agreement on May
23, 2009, 16,668 shares were vested and the remaining unvested portion
expired. On June 8, 2009, Performance Enhancement Partners, LLC
exercised these options.
|
8
(6)
|
Represents
shares issuable upon exercise of an option granted to Performance
Enhancement Partners, LLC in accordance with the terms of the consulting
agreement described in footnote (5) above. These shares vested
on January 26, 2009.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table summarizes the outstanding option awards as of July 25, 2009 for
each of the named executive officers:
Option Awards
|
|||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Exercisable
Options (#)
|
Number of
Securities
Underlying
Unexercised
Un-exercisable
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
|||||||||
Thomas
J. Lynch
|
120,000 | 240,000 |
(1)
|
.38 |
1/28/2019
|
||||||||
Linda
LoRe
|
244,907 | - | 1.90 |
12/1/2013
|
|||||||||
120,228 | 120,227 |
(2)
|
2.46 |
12/7/2016
|
|||||||||
50,000 | 50,000 |
(2)
|
3.10 |
1/27/2018
|
|||||||||
Thomas
Rende
|
17,500 | - | 2.125 |
02/21/10
|
|||||||||
17,500 | - | 1.375 |
02/21/10
|
||||||||||
30,000 | 7,500 |
(3)
|
2.90 |
12/9/14
|
|||||||||
30,000 | 45,000 |
(4)
|
2.00 |
10/12/16
|
|||||||||
78,750 | - | 3.10 |
1/27/2015
|
||||||||||
Peter
Cole
|
137,500 | - | 3.10 |
1/27/2013
|
|||||||||
25,000 | - | .96 |
7/27/2013
|
(1)
|
These
options vest in two equal annual installments beginning on January 2,
2010.
|
(2)
|
These
options vest in two equal annual installments beginning on January 29,
2010.
|
(3)
|
These
options vest on December 9, 2009.
|
(4)
|
These
options vest in three equal annual installments beginning on October 13,
2009.
|
Option
Exercises and Stock Vested in Fiscal Year 2009
The following table summarizes the
option exercises and vesting of stock awards during the year ended July 25, 2009
for each named executive officer.
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares Acquired
on Exercise (#)
|
Value
Realized on
Exercise ($)(1)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value
Realized on
Vesting ($)
|
||||||||||||
Thomas
J Lynch
|
- | - | - | - | ||||||||||||
Linda
LoRe
|
- | - | - | - | ||||||||||||
Thomas
Rende
|
- | - | - | - | ||||||||||||
Peter
Cole
|
16,668 | 6,000 | - | - |
(1)
|
For
each option exercised, the value realized upon exercise represents the
closing price of our common stock of $0.73 on June 8, 2009, the date the
option was exercised, less the option exercise price of $0.37, multiplied
by the number of shares underlying the option
exercised.
|
9
Potential
Termination or Change of Control Payments
Each of
our named executive officers has an employment agreement with us that provides
for the following potential payments in the event of their
termination. Unless otherwise indicated, all such payments will be
paid in accordance with our normal payroll procedures. Of the named
executive officers, only Linda LoRe’s employment agreement contains a change of
control provision.
Thomas
J. Lynch
Payment Upon Death or
Disability. In the event of death
or termination due to “disability” (as defined in his employment agreement), Mr.
Lynch, or his designated beneficiary, as the case may be, will be entitled to
receive:
|
·
|
base
salary through the date of death or
disability;
|
|
·
|
any
non-equity incentive compensation that would have become payable for the
year in which the employment was terminated, pro-rated for the number of
months worked during the fiscal year of
termination;
|
|
·
|
all
valid business expense reimbursements;
and
|
|
·
|
all
accrued but unused vacation pay.
|
In
addition, in the case of death, his beneficiary will be entitled to receive
proceeds from a company-paid life insurance policy provided to him in his
name. We also maintain a long-term disability insurance policy for Mr.
Lynch, which will provide a non-taxable benefit of at least $10,000 per month,
payable to him.
Payment Upon Involuntary Termination
Without Cause or Resignation for Good Reason. If Mr.
Lynch terminates his employment for “good reason” (as defined in his
employment agreement) or is terminated by us without “cause” (as defined in his
employment agreement), he will be entitled to receive the
following:
|
·
|
base
salary for (a) six months from the date of termination if such date
is between July 2, 2009 and January 2, 2010 or (c) eight months from the
date of termination if such date is after January 2, 2010 and prior to the
end of the employment term;
|
|
·
|
any
non-equity incentive compensation that would have become payable for the
year in which the employment was terminated, pro-rated for the number of
months worked during the fiscal year of
termination;
|
|
·
|
all
valid business expense reimbursements;
and
|
|
·
|
all
accrued but unused vacation pay.
|
In
addition, the portion of the stock option that would otherwise have vested
within the one-year period following termination will immediately vest and the
restricted stock will continue to vest as scheduled, provided that the stock
purchase requirement is met. To the extent necessary to comply with
Internal Revenue Code Section 409A, all cash amounts due may be paid in a
lump-sum cash payment on the six-month anniversary of the date of termination of
employment.
Linda
LoRe
Payment Upon Death or
Disability. In the event of death
or termination due to “disability” (as defined in her employment agreement), Ms.
LoRe, or her designated beneficiary, as the case may be, will be entitled to
receive:
|
·
|
base
salary through the date of death or
disability;
|
|
·
|
any
non-equity incentive compensation that would have become payable for the
year in which the employment was terminated, pro-rated for the number of
days worked during the fiscal year of
termination;
|
|
·
|
all
valid business expense reimbursements;
and
|
|
·
|
all
accrued but unused vacation pay.
|
10
In
addition, in the case of death, her beneficiary will be entitled to receive
$3,000,000 from a company-paid life insurance policy. We also maintain a
long-term disability insurance policy for Ms. LoRe, which will provide a benefit
of 60% of Ms. LoRe’s monthly base salary, payable to her.
Payment Upon Involuntary Termination
Without Cause or Resignation for Good Reason. If Ms.
LoRe terminates her employment for “good reason” (as defined in her
employment agreement) or is terminated by us without “cause” (as defined in her
employment agreement), she will be entitled to receive the
following:
|
·
|
base
salary through the date of
termination;
|
|
·
|
an
amount equal to 1.25 times her base salary in effect on the termination
date, payable no later than 45 days after the termination date; provided
that to the extent necessary to avoid noncompliance with Internal Revenue
Code Section 409A, such amount may be placed in an interest bearing escrow
account and the deposited amount paid in full to Ms. LoRe six months after
the termination date.
|
|
·
|
any
non-equity incentive compensation that would have become payable for
the year in which the employment was terminated, pro-rated for the number
of days worked during the fiscal year of
termination;
|
|
·
|
company-paid
continuation of medical coverage for eighteen months after the termination
date;
|
|
·
|
any unpaid vested benefits and
other amounts or benefits Ms. LoRe is eligible to receive as of the
termination date under any plan, contract or agreement with us to which Ms. LoRe is a party at
such time as required under the applicable plan, contract or
agreement.
|
|
·
|
all
valid business expense reimbursements;
and
|
|
·
|
all
accrued but unused vacation pay.
|
Payment Upon a Change in Control. If there is a “change
in control” (as defined in her employment agreement) during the employment term
and Ms. LoRe terminates her employment for “good reason” or is terminated
without “cause” within eighteen months following the change in control, she will
be entitled to receive what she would have been entitled to receive upon a
termination for good reason or without cause as described above, except that she
would be entitled to receive an amount equal to 1.75 times her base salary
instead of 1.25 times her base salary, plus a bonus equal to the targeted
performance bonus in effect on the date of termination. In addition,
all outstanding stock options, restricted stock and other equity awards under
any of our equity incentive plans will immediately vest and become fully
exercisable.
Thomas
Rende
Payment Upon Death or
Disability. In the event of death
or termination due to “disability” (as defined in his employment agreement), Mr.
Rende, or his designated beneficiary, as the case may be, will be entitled to
receive:
|
·
|
base
salary through the date of death or
disability;
|
|
·
|
any
non-equity incentive compensation that would have become payable for the
year in which the employment was terminated, pro-rated for the number of
months worked during the fiscal year of
termination;
|
|
·
|
all
valid business expense reimbursements;
and
|
|
·
|
all
accrued but unused vacation pay.
|
In
addition, in the case of death, his beneficiary will be entitled to receive
proceeds from a company-paid life insurance policy provided to him in his
name. We also maintain a long-term disability insurance policy for Mr.
Rende, which will provide a non-taxable benefit of at least $7,500 per month,
payable to him.
Payment Upon Involuntary Termination
Without Cause or Resignation for Good Reason. If Mr. Rende terminates
his employment for “good reason” (as defined in his employment agreement) or is
terminated by us without “cause” (as defined in his employment agreement), or if
we do not continue his employment at the end of the employment term upon
substantially similar terms, he will be entitled to receive the
following:
|
·
|
base
salary through the end of the employment term (December 31,
2009);
|
11
|
·
|
the
sum of $250,000, payable in equal installments so that the entire amount
will be received by March 15th
of the calendar year following the date of
termination;
|
|
·
|
any
non-equity incentive compensation that would have become payable through
the end of the employment term;
|
|
·
|
life,
disability and health insurance benefits through the end of the employment
term;
|
|
·
|
company-paid
continuation of medical coverage for one year after the end of the
term;
|
|
·
|
all
valid business expense reimbursements;
and
|
|
·
|
all
accrued but unused vacation pay.
|
The following table reflects the
amounts that would have been payable to each of the named executive officers had
their employment terminated as of July 25, 2009:
Name
|
Benefits
|
Change in
Control(1)
|
Death or
Disability
|
Involuntary
Termination
Without Cause
or
Resignation for
Good Reason
|
||||||||||
Thomas
J. Lynch
|
Base
Salary
|
$ | - | $ | - | $ | 300,000 | |||||||
Restricted
Stock(2)
|
- | - | 85,000 | |||||||||||
Accelerated
Vesting of Stock Options(3)
|
- | - | 56,400 | |||||||||||
Accrued
Vacation Pay
|
- | 60,664 | 60,664 | |||||||||||
Total
|
$ | - | $ | 60,664 | $ | 502,064 | ||||||||
Linda
LoRe
|
Severance
|
$ | 1,137,500 | $ | - | $ | 812,500 | |||||||
Restricted
Stock(2)
|
170,000 | - | - | |||||||||||
Medical
Insurance
|
18,330 | - | 18,330 | |||||||||||
Accrued
Vacation Pay
|
312,497 | 312,497 | 312,497 | |||||||||||
Total
|
$ | 1,638,327 | $ | 312,497 | $ | 1,143,327 | ||||||||
Thomas
Rende
|
Base
Salary
|
$ | - | $ | - | $ | 141,667 | |||||||
Severance
|
- | - | 250,000 | |||||||||||
Medical
Insurance
|
- | - | 23,166 | |||||||||||
Disability
Insurance
|
- | - | 709 | |||||||||||
Life
Insurance
|
- | - | 1,117 | |||||||||||
Accrued
Vacation Pay
|
- | 33,067 | 33,067 | |||||||||||
Total
|
$ | - | $ | 33,067 | $ | 449,726 |
(1)
|
The
employment agreements for Messrs. Lynch and Rende do not contain any
change in control provisions.
|
(2)
|
The
value of restricted stock subject to accelerated vesting represents the
closing price of our common stock of $0.85 on July 24, 2009, the last
trading day of the year ended July 25, 2009, multiplied by the shares of
restricted stock subject to accelerated
vesting.
|
(3)
|
The
value of stock options subject to accelerated vesting represents the
closing price of our common stock of $0.85 on July 24, 2009, the last
trading day of the year ended July 25, 2009, less the option exercise
price of $0.38, multiplied by 120,000 shares underlying the portion of the
option subject to accelerated
vesting.
|
12
Compensation
Plans
Non-Equity
Compensation Plan
1998 Senior Executive Incentive
Plan
In
September 1998, our compensation committee adopted an incentive compensation
plan. Under the 1998 Senior Executive Incentive Plan, as amended, the
compensation committee has the discretion to award bonus compensation to senior
executives in an amount not to exceed 6.75% of any excess pre-tax income over
the base amount of $1,200,000. No awards were made under the plan to
our named executive officers for fiscal year 2009.
Equity
Compensation Plans
Employee Stock Ownership
Plan
Effective
December 31, 2007, we terminated our Employee Stock Ownership and Capital
Accumulation Plan (“Employee Stock Plan”). As of October 30, 2009,
there were 360 participants who were entitled to receive an aggregate of 61,934
shares of our common stock.
Amended
and Restated 1988 Non-Qualified Stock Option Plan
On
December 13, 1988, our shareholders approved the 1988 Non-Qualified Stock Option
Plan covering up to 833,333 shares of common stock to provide an additional
continuing form of long-term incentive to selected officers. On September
19, 2006, our board of directors approved the Amended and Restated 1988
Non-Qualified Stock Option Plan, which (i) increased the time period in which an
employee terminated for any reason other than death or disability has to
exercise the portion of the option which is exercisable on the date of
termination from 30 days to 90 days following the date of termination; (ii)
provides for continued exercisability of options after termination in the
discretion of the compensation committee as set forth in the stock option
agreement at the time of grant; (iii) increased the time period in which an
employee terminated due to disability has to exercise the option from 180 days
to one year from the date of termination; and (iv) increased the time period in
which the legal representative or legatee under the will of an employee who dies
within 90 days (instead of 30 days) after the date of termination of employment
or while employed by us or a subsidiary has to exercise the decedent employee’s
option from 180 days to one year from the date of death. Unless terminated
by the board, the 1988 Non-Qualified Stock Option Plan shall remain effective
until no further options may be granted and all options granted under the 1988
Non-Qualified Stock Option Plan are no longer outstanding. During
fiscal year 2009, 360,000 options were granted to our Chief Executive Officer
under the 1988 Non-Qualified Stock Option Plan and no options were granted to
our employees during fiscal year 2008. As of October 30, 2009, there were
options outstanding to purchase 522,500 shares, exercisable at prices ranging
from $.38 per share to $2.90 per share of our common stock at a weighted average
exercise price of $.99 per share.
Amended
and Restated 2000 Performance Equity Plan
On
February 22, 2000, the board of directors adopted the 2000 Performance Equity
Plan covering 375,000 shares of common stock under which our officers,
directors, key employees and consultants are eligible to receive incentive or
non-qualified stock options, stock appreciation rights, restricted stock awards,
deferred stock, stock reload options and other stock based awards.
Shareholders approved the 2000 Performance Equity Plan on November 28,
2000. On January 23, 2008, our shareholders approved the Amended and
Restated 2000 Performance Equity Plan, which increased the number of shares of
our common stock available for issuance under the plan from 375,000 shares to
2,000,000 shares, added a 500,000 share limit on grants to any individual in any
one calendar year in order for the plan to comply with Section 162(m) of the
Internal Revenue Code and made other changes to comply with Section 409A of the
Internal Revenue Code. The Amended and Restated 2000 Performance Equity
Plan will terminate when no further awards may be granted and awards granted are
no longer outstanding, provided that incentive options may only be granted until
February 21, 2010. To the extent permitted under the provisions of the
2000 Performance Equity Plan, the compensation committee has authority to
determine the selection of participants, allotment of shares, price and other
conditions of awards. During fiscal years 2009 and 2008, 127,500
and 491,250 options, respectively, were granted to our employees under the
2000 Performance Equity Plan, and no options have been granted to our employees
under the 2000 Performance Equity Plan subsequent to the end of fiscal year 2009
through October 30, 2009. As of October 30, 2009, there were options
outstanding to purchase an aggregate of 731,750 shares, exercisable at prices
ranging from $.17 per share to $3.10 per share of our common stock at a weighted
average exercise price of $2.47 per share.
13
During the year ended July 25, 2009, we
issued, pursuant to the 2000 Performance Equity Plan, 100,000 shares of
restricted stock to our Chief Executive Officer. 50,000 shares vest
on each of January 2, 2010 and 2011, subject to certain
conditions. During the year ended July 26, 2008, we issued, pursuant
to the 2000 Performance Equity Plan, 24,194 fully vested shares of common stock
to our Chief Financial Officer and 50,000 shares to our then Executive Chairman
at a price of $3.10 per share. On July 1, 2008, we also issued 17,483
shares of restricted stock under the 2000 Performance Equity Plan to one
officer. On February 13, 2009, the vesting of these shares was
accelerated and they became fully vested. The officer subsequently
resigned during the year ended July 25, 2009.
Our Non-Employee Director Compensation
Plan provides that each non-employee director may elect to receive the annual
stipend and meeting fees in cash and/or shares of our common stock under our
2000 Performance Equity Plan in such proportion as is determined by each
non-employee director. As of July 25, 2009, an aggregate of 223,604
shares of common stock have been issued to non-employee directors under the 2000
Performance Equity Plan.
Amended
and Restated 2003 Employee Equity Incentive Plan
FOH
Holdings adopted the 2003 Employee Equity Incentive Plan on December 1, 2003.
The plan authorized FOH Holdings to issue incentive or nonqualified stock
options to its employees and officers. The plan was amended and restated
as of December 1, 2006, primarily to increase the number of shares covered under
the plan and to permit the issuance of nonqualified stock options to independent
directors. Unless previously terminated by the board, the 2003 Plan
will terminate on November 30, 2010 and no options may be granted under the 2003
plan after that date, but such termination will not affect any rights under an
option already granted to a holder. On January 28, 2008, upon the
consummation of the merger, the 2003 Plan and underlying options were assumed by
us. As of October 30, 2009, there were options outstanding to purchase an
aggregate of 975,974 shares, exercisable at prices ranging from $1.12 per share
to $4.52 per share of our common stock at a weighted average exercise price of
$2.38 per share. No additional grants may be made under the 2003
Plan.
Compensation
Arrangements for Directors
We pay
our non-employee directors in accordance with the terms of our Non-Employee
Director Compensation Plan, which was adopted by the board of directors of Movie
Star, Inc. in December 2004 and became effective on January 1,
2005. Under the plan, each non-employee director receives (i) an
annual stipend of $20,000, payable quarterly in arrears, (ii) $2,000 per day for
board or committee meetings attended in person, regardless of the number of
meetings held that day and (iii) $1,000 per meeting for board or committee
meetings attended telephonically, unless two or more teleconference call
meetings are held back-to-back on the same call, in which case each non-employee
director will receive $1,000 for the entire call. Payment of the annual
stipend and meeting fees are made, at the election of each non-employee
director, in cash and/or shares of common stock under our 2000 Performance
Equity Plan in such proportion as is determined by each non-employee
director. If a non-employee director elects to be paid in stock,
either in full or in part, the number of shares of common stock to be issued is
determined by dividing the dollar amount of the stipend and meeting fees earned
during the quarter (or a percentage thereof, if the non-employee director elects
to receive stock payment in part) by the last sale price of our common stock on
the last trading day of each calendar quarter in which the fees were
earned.
We also
pay or reimburse each non-employee director for all transportation, hotel and
other expenses reasonably incurred by the non-employee director in connection
with attendance at board and committee meetings against itemized reports and
receipts submitted with respect to any such expenses and approved in accordance
with our customary procedures.
It was
anticipated that, following the closing of the merger, the Non-Employee Director
Compensation Plan would be amended to, among other things, increase the annual
stipend, provide additional annual stipends for committee chairpersons, revise
the per meeting compensation fees and provide for a stock option
grant. However, due to the current economic conditions, the board
determined to forego any increases in their compensation and maintain the
current structure of the plan as described above.
14
The
following table summarizes the compensation of our non-employee directors for
the year ended July 25, 2009. Directors who are employees of or
consultants to our company do not receive separate compensation for their
service as a director.
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)(1)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||
Peter
Cole(2)
|
4,333 | - | — | 4,333 | ||||||||||||
John
L. Eisel(3)
|
23,600 | 12,400 | — | 36,000 | ||||||||||||
William
F. Harley(4)
|
- | 29,000 | — | 29,000 | ||||||||||||
Thomas
J. Lynch(5)
|
14,333 | - | — | 14,333 | ||||||||||||
Michael
A. Salberg(6)
|
30,000 | - | — | 30,000 | ||||||||||||
Joel
M. Simon(7)
|
31,894 | 5,106 | — | 37,000 | ||||||||||||
Milton
J. Walters(8)
|
27,750 | 9,250 | — | 37,000 |
(1)
|
Represents
the dollar value of the compensation that the director elected to receive
in shares of our common stock in lieu of cash
compensation.
|
(2)
|
Mr.
Cole served as our Executive Chairman until May 23, 2009 and continues to
serve as a non-employee director. While serving as Executive
Chairman, Mr. Cole did not receive separate compensation for his services
as a director. As compensation for his services as a
non-employee director and for his attendance at board meetings from May
24, 2009 to July 25, 2009, Mr. Cole received a cash payment of
$4,333.
|
(3)
|
As
compensation for Mr. Eisel’s services as a non-employee director and for
his attendance at board and/or committee meetings, he received cash
payments of $23,600 and payments in common stock of 19,729 shares at a
total value of $12,400.
|
(4)
|
As
compensation for Mr. Harley’s services as a non-employee director and for
his attendance at board and/or committee meetings, he received payments in
common stock of 66,174 shares at a total value of
$29,000.
|
(5)
|
Prior
to his employment as our Chief Executive Officer in January 2009, Mr.
Lynch served as one of our non-employee directors. As
compensation for his services as a non-employee director and for his
attendance at board and/or committee meetings, Mr. Lynch received cash
payments of $14,333.
|
(6)
|
As
compensation for Mr. Salberg’s services as a non-employee director and for
his attendance at board and/or committee meetings, he received cash
payments of $30,000.
|
(7)
|
As
compensation for Mr. Simon’s services as a non-employee director and for
his attendance at board and/or committee meetings, he received cash
payments of $31,894 and payments in common stock of 14,794 shares at a
total value of $5,106.
|
(8)
|
As
compensation for Mr. Walters’ services as a non-employee director and for
his attendance at board and/or committee meetings, he received cash
payments of $27,750 and payments in common stock of 19,758 shares at a
total value of $9,250.
|
15
ITEM 12. – SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The following table sets forth
information regarding the beneficial ownership of our common stock as of October
30, 2009 by:
|
·
|
each
person or group (as that term is used in Section 13(d)(3) of the Exchange
Act known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;
|
|
·
|
each
of our named executive officers and directors;
and
|
|
·
|
all
of our named executive officers and directors, as a
group.
|
The percentage of beneficial ownership
indicated below is based on 26,409,217 shares of our common stock outstanding on
October 30, 2009. Our outstanding Series A preferred stock is
convertible into and votes together with the common stock and not as a separate
class.
Name and Address of
Beneficial Owner(1)
|
Number
of Shares
|
Percent of
Class
|
||||||
TTG
Apparel, LLC
287
Bowman Avenue
Purchase,
New York 10577
|
1,766,322 |
(2)
|
6.7 | % | ||||
Tokarz
Investments, LLC
287
Bowman Avenue
Purchase,
New York 10577
|
8,685,273 |
(2)(3)
|
32.5 | % | ||||
Fursa
Alternative Strategies LLC, on behalf of certain funds and accounts
affiliated with or managed by it or its affiliates
49
West Merrick Road, Suite 202
Freeport,
New York 11520
|
10,197,475 |
(4)
|
36.1 | % | ||||
Thomas
J. Lynch
|
393,800 |
(5)
|
1.5 | % | ||||
Peter
Cole
|
554,190 |
(6)
|
2.1 | % | ||||
Thomas
Rende
|
355,544 |
(7)
|
1.3 | % | ||||
Linda
LoRe
|
765,135 |
(8)
|
2.9 | % | ||||
John
L. Eisel
|
90,178 |
(9)
|
* | |||||
William
F. Harley
Fursa
Alternative Strategies LLC
49
West Merrick Road, Suite 202
Freeport,
New York 11520
|
75,601 |
(10)
|
* | |||||
Michael
A. Salberg
|
42,267 |
(11)
|
* | |||||
Joel
M. Simon
|
78,229 |
(9)
|
* | |||||
Milton
J. Walters
|
70,502 |
(12)
|
* | |||||
All
directors and executive officers as a group (9
individuals)
|
2,425,446 |
(13)
|
8.9 | % |
*
|
Less
than 1%.
|
(1)
|
Unless
otherwise noted, the business address of each of (a) Thomas J. Lynch,
Peter Cole, Thomas Rende, John L. Eisel, Michael A. Salberg, Joel M. Simon
and Milton J. Walters is c/o Frederick’s of Hollywood Group Inc., 1115
Broadway, New York, New York 10010 and (b) Linda LoRe is c/o Frederick’s
of Hollywood Group Inc., 6255 Sunset Boulevard, Sixth Floor, Hollywood,
California 90028.
|
16
(2)
|
According
to a Schedule 13D, dated January 28, 2008, and filed with the SEC on
February 5, 2008, Michael T. Tokarz is the sole controlling person and
manager of each of TTG Apparel, LLC and Tokarz Investments,
LLC.
|
(3)
|
Includes
298,296 shares of common stock issuable upon exercise of currently
exercisable warrants.
|
(4)
|
Includes
(a) 298,296 shares of common stock issuable upon exercise of currently
exercisable warrants and (b) 1,512,219 shares of common stock issuable
upon conversion of 3,629,325 shares of Series A 7.5% Preferred
Stock.
|
(5)
|
Includes
(a) currently exercisable options to purchase 120,000 shares pursuant to
the 1988 Non-Qualified Stock Option Plan and (b) 100,000 shares of
restricted stock pursuant to the 2000 Performance Equity Plan, 50,000
shares of which vest on each of January 2, 2010 and 2011, subject to
certain conditions. Excludes options to purchase 240,000 shares
under the 2000 Performance Equity Plan that are not exercisable within 60
days of October 30, 2009.
|
(6)
|
Includes
(a) 50,000 shares of common stock held by Performance Enhancement
Partners, LLC and (b) currently exercisable options to purchase 162,500
shares of common stock under the 2000 Performance Equity Plan granted to
Performance Enhancement Partners, LLC. Peter Cole, as sole member of
Performance Enhancement Partners, has voting and dispositive power over
these shares.
|
(7)
|
Includes
(a) currently exercisable options to purchase (i) 82,500 shares pursuant
to the 1988 Non-Qualified Stock Option Plan and (ii) 113,750 shares
pursuant to the 2000 Performance Equity Plan, (b) 157,644 shares held
jointly with Mr. Rende’s spouse and (c) 1,650 shares owned by Mr. Rende’s
spouse. Excludes options to purchase 30,000 shares under the
1988 Non-Qualified Stock Option Plan that are not exercisable within 60
days of October 30, 2009.
|
(8)
|
Includes
(a) currently exercisable options to purchase 415,135 shares pursuant to
the 2003 Employee Equity Incentive Plan and (b) 200,000 shares of
restricted stock, of which 100,000 shares vest on December 31, 2009 and
50,000 shares vest on each of December 31, 2010 and
2011. Excludes options to purchase 170,227 shares under the
2003 Plan that are not exercisable within 60 days of October 30,
2009.
|
(9)
|
Includes
currently exercisable options to purchase 6,000 shares pursuant to the
2000 Performance Equity Plan.
|
(10)
|
As
Chief Investment Officer of Fursa Alternative Strategies, LLC, or Fursa,
William F. Harley exercises voting and dispositive power over shares
beneficially owned by Fursa and certain funds and accounts affiliated
with, managed by, or over which Fursa or any of its affiliates exercises
investment authority, including, without limitation, with respect to
voting and dispositive rights, described in Footnote 4
above. Mr. Harley disclaims beneficial ownership of the shares
described in Footnote 4 above except to the extent of his pecuniary
interest therein.
|
(11)
|
Represents
(a) 36,267 shares owned by Mr. Salberg’s spouse and (b) currently
exercisable options to purchase 6,000 shares pursuant to the 2000
Performance Equity Plan.
|
(12)
|
Includes
(a) 19,758 shares of common stock held by Sagebrush Group, Inc. and (b)
currently exercisable options to purchase 22,265 shares pursuant to the
2003 Plan. Excludes options to purchase 8,905 shares under the
2003 Plan that are not exercisable within 60 days of October 30,
2009. Milton Walters, as the sole shareholder of Sagebrush
Group, Inc. has voting and dispositive power over the shares held by
Sagebrush Group, Inc.
|
(13)
|
Includes
an aggregate of 934,150 shares that Thomas J. Lynch, Peter Cole, Thomas
Rende, Linda LoRe, John L. Eisel, Michael A. Salberg, Joel M. Simon and
Milton J. Walters have the right to acquire upon exercise of outstanding
options that are exercisable within 60 days of October 30,
2009.
|
17
ITEM 13. – CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related
Party Policy
Our Code
of Ethics requires us to avoid, wherever possible, all related party
transactions that could result in actual or potential conflicts of interest,
except under guidelines approved by the board of directors (or the audit
committee). Related party transactions are defined under SEC rules as
transactions in which (1) the aggregate amount involved will or may be expected
to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a
participant, and (3) any related party, which includes (a) an executive officer,
director or nominee for election as a director, (b) a greater than 5 percent
beneficial owner of our common stock, or (c) an immediate family member of the
persons referred to in clauses (a) and (b), has or will have a direct or
indirect material interest. A conflict of interest situation can arise when a
person takes actions or has interests that may make it difficult to perform his
or her work objectively and effectively. Conflicts of interest may also arise if
a person, or a member of his or her family, receives improper personal benefits
as a result of his or her position.
Our audit
committee, pursuant to its written charter, is responsible for reviewing and
approving related-party transactions to the extent we enter into such
transactions. The audit committee will consider all relevant factors when
determining whether to approve a related party transaction, including whether
the related party transaction is on terms no less favorable than terms generally
available to an unaffiliated third party under the same or similar circumstances
and the extent of the related party's interest in the transaction. No director
may participate in the approval of any transaction in which he or she is a
related party, but that director is required to provide the audit committee with
all material information concerning the transaction. Additionally, we require
each of our directors and executive officers to complete a directors’ and
officers’ questionnaire on an annual basis that elicits information about
related party transactions. These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or
presents a conflict of interest on the part of a director, employee or
officer.
Related Party Transactions
On January 28, 2008, the closing date
of the merger, we entered into an escrow agreement with designated
representatives of the FOH Holdings stockholders providing for the deposit into
escrow of 2,368,916 shares of common stock (representing 20% of the shares of
common stock issued to the FOH Holdings stockholders in the merger) until July
28, 2009, subject to extension under certain circumstances, to cover any
indemnification claims that we may bring for certain matters, including breaches
of FOH Holdings’ covenants, representations and warranties in the merger
agreement. Similarly, 618,283 treasury shares of our common stock
(representing 7.5% of the aggregate number of issued and outstanding shares of
common stock immediately prior to the closing of the merger) was deposited into
escrow until July 28, 2009, subject to certain conditions, to cover any
indemnification claims that may be brought by the FOH Holdings stockholders
against us. Following the expiration of the indemnification period on July
28, 2009, these shares were released from escrow on August 12,
2009.
Independence
of Directors
As our common stock is listed on the
NYSE Amex, we are subject to the rules of this exchange applicable to
determining whether a director is independent. The board of directors
also consults with our counsel to ensure that the board’s determinations are
consistent with those rules and all relevant securities and other laws and
regulations regarding the independence of directors. The NYSE Amex
listing standards define an “independent director” generally as a person, other
than an officer of a company, who does not have a relationship with the company
that would interfere with the director’s exercise of independent
judgment. The exchange requires that a majority of the board of
directors of a company be independent, as determined by the
board. Consistent with these considerations, the board of directors
affirmatively has determined that Messrs. Eisel, Harley, Salberg, Simon and
Walters are independent. The other remaining directors are not
independent because they are currently our employees or were recently employed
as our consultant.
18
ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND
SERVICES
On
January 5, 2009, the Company was notified that, effective December 31, 2008, the
shareholders of Mahoney Cohen & Company, CPA, P.C. (“Mahoney Cohen”) became
shareholders of Mayer Hoffman McCann P.C. pursuant to an asset purchase
agreement and that Mahoney Cohen resigned as our independent registered public
accounting firm. The New York practice of Mayer Hoffman McCann P.C. now
operates under the name MHM Mahoney Cohen CPAs (“MHM”). In January 2009,
the Audit Committee engaged MHM as the Company’s independent registered public
accounting firm. Deloitte & Touche LLP (“Deloitte & Touche”)
served as FOH Holdings’ independent registered public accounting firm for the
partial year period from July 29, 2007 until February 26, 2008.
The
following table summarizes the aggregate fees (rounded to the nearest $1,000)
billed to the Company for professional services for the year ended July 25, 2009
and for the period January 28, 2008 (the closing date of the merger) through
July 26, 2008, and billed to FOH Holdings for the period July 29, 2007 through
January 28, 2008:
Years Ended,
|
||||||||
July 25,
2009
|
July 26,
2008
|
|||||||
Audit
Fees
|
$ | 415,000 |
(1)
|
$ | 1,161,000 |
(2)
|
||
Audit
Related Fees
|
21,000 |
(3)
|
506,000 |
(4)
|
||||
Tax
Fees
|
115,000 |
(5)
|
284,000 |
(6)
|
||||
$ | 551,000 | $ | 1,951,000 |
(1)
|
Represents
the aggregate fees billed by MHM and Mahoney Cohen for professional
services rendered in connection with the audit of our consolidated
financial statements, and review of the consolidated financial statements
included in our Quarterly Reports on Form
10-Q.
|
(2)
|
Represents
the aggregate fees billed by Deloitte & Touche for professional
services rendered in connection with the audit of our consolidated
financial statements, and review of the consolidated financial statements
included in our Quarterly Reports on Form 10-Q, except for $214,000, which
was billed by Mahoney Cohen for these same services in fiscal year
2008.
|
(3)
|
Represents
the aggregate fees billed by MHM and Mahoney Cohen in connection with
their reviews of various SEC filings and employee benefit plan
audits.
|
(4)
|
Represents
fees billed by Deloitte & Touche in connection with our registration
statement and proxy statement
filings.
|
(5)
|
Represents
the aggregate fees billed by MHM and Mahoney Cohen for professional
services rendered for tax compliance, tax advice and tax
planning.
|
(6)
|
Represents
the aggregate fees billed by Deloitte & Touche for professional
services rendered for tax compliance, tax advice and tax
planning.
|
The
following table summarizes the aggregate fees (rounded to the nearest $1,000)
billed to Movie Star for the seven month period ended January 28, 2008 for
professional services rendered by Mahoney Cohen:
Seven Months
Ended
January 28,
2008
|
||||
Audit
Fees(1)
|
$ | 80,000 | ||
Audit
Related Fees(2)
|
74,000 | |||
Tax
Fees(3)
|
8,000 | |||
$ | 162,000 |
(1)
|
Represents
the aggregate fees billed by Mahoney Cohen for professional services
rendered in connection with the audit of Movie Star’s consolidated
financial statements, and review of the consolidated financial statements
included in its Quarterly Reports on Form
10-Q.
|
19
(2)
|
Represents
the aggregate fees billed by Mahoney Cohen in connection with their
reviews of various SEC filings and employee benefit plan
audits.
|
(3)
|
Represents
the aggregate fees billed by Mahoney Cohen for professional services
rendered for tax compliance, tax advice and tax
planning.
|
PART
IV
ITEM 15. – EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
3. Exhibits:
EXHIBIT INDEX
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD
OF FILING
|
||
31.1
|
Certification
by Chief Executive Officer
|
Filed
herewith
|
||
31.2
|
Certification
by Principal Financial and Accounting Officer
|
Filed
herewith
|
||
32
|
Section
1350 Certification
|
Filed
herewith
|
20
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.
November
18, 2009
|
FREDERICK’S OF HOLLYWOOD GROUP INC. | |
By:
|
/s/ THOMAS J. LYNCH
|
|
Thomas
J. Lynch
|
||
Chairman
and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
By:
|
/s/ THOMAS RENDE
|
|
Thomas
Rende
|
||
Chief
Financial Officer
|
||
(Principal
Financial and Accounting
Officer)
|
21