UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| I.C. Isaacs & Company, Inc. (Name of Issuer) |
| Common Stock, $.0001 par value (Title of Class of Securities) |
| 464192103 (CUSIP Number) |
| Ronald S. Schmidt c/o I.C. Isaacs & Company, Inc. 3840 Bank Street Baltimore, Maryland 21224 |
| with a copy to: |
| Robert J. Mathias, Esq. Piper Rudnick LLP 6225 Smith Avenue Baltimore, Maryland 21209 (410) 580-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| October 3, 2002 (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: o
SCHEDULE 13D/A
(Amendment No. 1)
| CUSIP No. 464192103 | Page 1 of 5 Pages |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RONALD S. SCHMIDT |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | ||||||
| (b) ý | ||||||||
| 3 | SEC USE ONLY |
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| 4 | SOURCE OF FUNDS OO | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |||||||
| o | ||||||||
| 6 | CITIZENSHIP OR PLACE OR ORGANIZATION UNITED STATES |
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| NUMBER OF SHARES |
7 | SOLE VOTING POWER 15,0001, * |
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| BENEFICIALLY | ||||||||
| OWNED BY EACH REPORTING |
8 | SHARED VOTING POWER 152,1111, * |
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| PERSON WITH | ||||||||
| 9 | SOLE DISPOSITIVE POWER 15,0001, * |
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| 10 | SHARED DISPOSITIVE POWER 152,1111, * |
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,1111, * |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | |||||||
| o | ||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%* |
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| 14 | TYPE OF REPORTING PERSON IN |
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| * See Item 3, Footnote 2 of this Amendment. 1 See Item 5, Paragraph (a) and (b) of this Amendment. |
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SCHEDULE 13D/A
(Amendment No. 1)
| CUSIP No. 464192103 | Page 2 of 5 Pages |
This Amendment No. 1 (this "Amendment" or this "Amendment No. 1") amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on May 23, 2002 (the "Statement" or "Schedule 13D") by the group consisting of Würzburg Holding, S.A., Textile Investment International S.A., Robert J. Arnot, Jon Hechler, Ronald S. Schmidt, Eugene C. Wielepski, and Thomas P. Ormandy with respect to the Common Stock, par value $0.0001 per share, of I.C. Isaacs & Company, Inc., a Delaware corporation (the "Issuer"). All capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D. This Amendment is filed by Mr. Schmidt individually in connection with the Amendment No. 1 to the Schedule 13D filed by Würzburg, Textile, and Messrs. Arnot, Hechler, Wielepski, and Ormandy on October 31, 2002.
ITEM 3. Source and Amount of Funds or Other Consideration
The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraphs as the fifth and sixth paragraphs of such Item 3:
The stockholders of the Issuer approved the transactions contemplated by the Framework Agreement at the Annual Meeting held on September 17, 2002. On October 3, 2002, the Issuer, the wholly-owned subsidiary of the Issuer, I.C. Isaacs & Company, L.P., Würzburg, Textile and Latitude satisfied the remaining conditions precedent to the consummation of the transactions contemplated by the Framework Agreement. See Sections 2.02 and 2.03 of the Framework Agreement, which are hereby incorporated herein by reference. In consideration thereof, the Issuer, Würzburg, Textile and Latitude consummated the transactions contemplated by the Framework Agreement, which included the issuance of warrants by the Issuer to Textile, expiring on December 31, 2011, and the filing of a Second Amendment to the Certificate of Designation (the "Certificate of Designation") with the Secretary of State of the State of Delaware on October 7, 2002 amending the terms of the Preferred Stock to make it immediately convertible into Common Stock. The voting obligations of the Reporting Persons under the Voting Agreement thereupon expired in accordance with its terms. See Sections 2 and 3 of the Voting Agreement, which are incorporated herein by this reference.
Pursuant to Rule 13d-3(d)(1)(i)(A) of the Act all of the shares of Common Stock into which the Warrants and Preferred Stock are convertible are deemed to be outstanding.2
SCHEDULE 13D/A
(Amendment No. 1)
| CUSIP No. 464192103 | Page 3 of 5 Pages |
ITEM 4. Purpose of Transaction
The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph as the fifth paragraph of such Item 4:
Following stockholder approval of the transactions contemplated by the Framework Agreement at the Annual Meeting, the Issuer, Würzburg, Textile, and Latitude consummated the transactions contemplated by the Framework Agreement as follows: (a) on October 3, 2002, (i) the Issuer delivered the warrants to purchase an aggregate of 500,000 shares of Common Stock to Textile; (ii) the Issuer, Würzburg and Textile entered into the Stockholders' Agreement; and (iii) the Issuer and Latitude entered into amendments to the Issuer's licensing agreements with Latitude; and (b) on October 7, 2002, the Issuer filed the Certificate of Designation amending the terms of the Preferred Stock as provided in the above paragraph. The Voting Agreement and the Framework Agreement thereupon expired in accordance with their terms. To the extent that any of the Principal Stockholders may have been members of a group within the meaning of Section 13(d)(3) of the Act (a "Group") with Würzburg and/or Textile, the Principal Stockholders ceased to be members of any such Group upon expiration of the Framework Agreement and the Voting Agreement.
ITEM 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 are hereby amended and restated in its entirety as follows:
(a) and (b) Upon the expiration of the Voting Agreement, Würzburg, Textile, and the Principal Stockholders beneficially own the number of shares of Common Stock and percentages of outstanding shares of Common Stock of the Issuer as hereinafter provided: (i) Würzburg shares, together with François Girbaud and Marithé Bachellerie, voting power and dispositive power with regard to 500,000 shares of Common Stock, which represents beneficial ownership of 4.2% of the outstanding Common Stock, and, as the sole shareholder of Textile, shares, together with François Girbaud and Marithé Bachellerie, voting power with regard to the 4,466,667 shares of Common Stock owned by Textile, and therefore has beneficial ownership of an aggregate of 4,966,667 shares of Common Stock, or 42.2%, of the outstanding Common Stock; (ii) Textile shares, together with François Girbaud and Marithé Bachellerie, voting power and dispositive power with respect to 4,466,667 shares of Common Stock (consisting of 666,667 shares of the Issuer's Common Stock owned directly by Textile, 3,300,000 shares of the Issuer's Common Stock issuable upon conversion of the Preferred Stock, and 500,000 shares of Common Stock issuable upon exercise of the warrants), which represents 37.9% of the outstanding Common Stock; (iii) François Girbaud and Marithé Bachellerie each beneficially own 50% of the issued and outstanding shares of Würzburg and may therefore be deemed to have voting and dispositive power and to beneficially own the 4,966,667 shares of Common Stock, or 42.2% of the outstanding Common Stock, beneficially owned by Würzburg; (iv) Robert J. Arnot, Eugene C. Wielepski, and Thomas P. Ormandy have sole voting and dispositive power over 544,871, 231,742 and 164,111 shares of Common Stock, respectively (including 55,000, 37,500, and 33,750 shares of Common Stock, respectively, issuable upon the exercise of outstanding stock options that are exercisable as of the date of this Amendment, or within sixty (60) days thereafter), which represents beneficial ownership of 4.6%, 2.0% and 1.4%, respectively, of the outstanding Common Stock; (v) Ronald S. Schmidt has sole voting and dispositive power with respect to 15,000 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable as of the date of this Amendment, or within sixty (60) days thereafter, and, as the sole Trustee of the Ronald S. Schmidt Living Trust under the Declaration of Trust, dated June 29, 1989, shares voting and dispositive power over 152,111 shares of Common Stock, and, therefore, beneficially owns an aggregate of 167,111 shares of Common Stock, representing beneficial ownership of 1.4% of the outstanding Common Stock;
SCHEDULE 13D/A
(Amendment No. 1)
| CUSIP No. 464192103 | Page 4 of 5 Pages |
and (vi) Jon Hechler has sole voting and dispositive power over 362,791 shares of Common Stock and shares voting and dispositive power over the 736,361 shares of Common Stock held of record by the Estate of Ira J. Hechler, as the sole executor thereof, which represents beneficial ownership of an aggregate of 1,099,152 shares of Common Stock, or 9.3% of the outstanding Common Stock. All percentages stated in this paragraph are based on the 7,834,657 shares of Common Stock of the Issuer reported as outstanding in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (SEC file No. 0-23379), and includes the 3,300,00 shares of Preferred Stock convertible into Common Stock, 500,000 shares of Common Stock issuable upon exercise of the warrants, and an aggregate of 141,250 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable as of the date of this Amendment, or within sixty (60) days thereafter, pursuant to Rule 13d-3(d)(1)(i)(A) of the Act.
Paragraph (e) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(e) Mr. Schmidt ceased to be the beneficial owner of more than 5% of the outstanding Common Stock on October 7, 2002 upon the expiration of the Voting Agreement.
ITEM 7. Material to be Filed as Exhibits
1. Framework Agreement dated as of May 14, 2002, by and among the Issuer, I.C. Isaacs & Company L.P., Textile, Latitude and Würzburg. (Exhibit 10.96 to the Issuer's Current Report on Form 8-K dated May 20, 2002 is incorporated herein by reference).
2. Voting Agreement dated as of May 14, 2002 by and among Würzburg, Textile and the Principal Stockholders. (Exhibit 10.97 to the Issuer's Current Report on Form 8-K dated May 20, 2002 is incorporated herein by reference).
3. The Stockholders' Agreement dated as of October 3, 2002 by and among the Issuer, Würzburg and Textile. (Exhibit 10.101 to the Issuer's Quarterly Report on Form 10-Q for the period ending September 30, 2002 is incorporated herein by reference).
4. Warrant No. 1 issued by the Issuer to Textile for the purchase of 300,000 shares of Common Stock at an exercise price of $.75 per share, expiring on December 31, 2011. (Exhibit 4.02 to the Issuer's Quarterly Report on Form 10-Q for the period ending September 30, 2002 is incorporated herein by reference).
5. Warrant No. 2 issued by the Issuer to Textile for the purchase of 200,000 shares of Common Stock at an exercise price of $.75 per share, expiring on December 31, 2011. (Exhibit 4.03 to the Issuer's Quarterly Report on Form 10-Q for the period ending September 30, 2002 is incorporated herein by reference).
6. Second Certificate of Amendment to Certificate of Designation, Number, Voting Powers, Preferences and Rights of the Series of Preferred stock of I.C. Isaacs & Company, Inc. Designated as Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 7, 2002. (Exhibit 3.05 to the Issuer's Quarterly Report on Form 10-Q for the period ending September 30, 2002 is incorporated herein by reference).
SCHEDULE 13D/A
(Amendment No. 1)
| CUSIP No. 464192103 | Page 5 of 5 Pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and current3.
/s/ RONALD S. SCHMIDT Ronald S. Schmidt |