UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(MARK
ONE)
|
S
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2007
OR
|
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
FOR THE
TRANSITION PERIOD FROM __________ TO __________
COMMISSION
FILE NUMBER: 0-22963
BIG
DOG HOLDINGS, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
DELAWARE
|
52-1868665
|
|
(STATE
OR OTHER JURISDICTION OF OR ORGANIZATION)
|
(I.R.S.
EMPLOYER INCORPORATION IDENTIFICATION NO.)
|
|
|
|
|
121 GRAY AVENUE, SANTA
BARBARA, CALIFORNIA
|
93101
|
|
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICE)
|
(ZIP
CODE)
|
(805)
963-8727
(REGISTRANT’S
TELEPHONE NUMBER INCLUDING AREA CODE)
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $0.01 per
share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
£
No
S
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
S
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
S
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.
S
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
£
Accelerated
filer
£
Non-accelerated filer
S
Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
£
No
S
As of the
close of business on June 30, 2007, the last business day of the registrant’s
most recently completed second fiscal quarter, the aggregate market value of the
Common Stock held by non-affiliates of the registrant was $52,990,000 based upon
the closing price of $16.35 on NASDAQ on such date. All outstanding shares of
Common Stock, other than those held by executive officers, directors and 10%
shareholders are deemed to be held by non-affiliates.
As of the
close of business on March 7, 2008, the registrant had 9,486,480 shares of
common stock outstanding.
|
Explanatory
Note
This
Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed to provide
the disclosure required by Part III of Form 10-K. This
information was intended to be incorporated by reference from our
Definitive Proxy Statement for our 2008 Annual Meeting of Stockholders and
was omitted from the initial filing pursuant to General Instruction G.3 to
Form 10-K. Because we do not expect to file a Definitive Proxy
Statement prior to the applicable incorporation by reference deadline, we
are hereby filing this Amendment to provide the required disclosure for
Part III (Items 10 through 14) and to refile certain information contained
in Part IV (Item 15).
|
PART
III
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
Executive
Officers of the Registrant
Set forth
below are the names, ages, titles and present and recent past positions of
persons serving as our executive officers as of March 1, 2008:
|
NAME
|
|
AGE
|
|
POSITION
|
|
Andrew
D. Feshbach
|
|
47
|
|
President,
Chief Executive Officer and Director
|
|
Douglas
N. Nilsen
|
|
60
|
|
Executive
Vice President - Merchandising (Big Dog USA)
|
|
Anthony
J. Wall
|
|
52
|
|
Executive
Vice President - Business Affairs, General Counsel and
Secretary
|
|
Roberta
J. Morris
|
|
48
|
|
Chief
Financial Officer, Treasurer and Assistant Secretary
|
|
Lee
M. Cox
|
|
39
|
|
Senior
Vice President - Retail Operations
|
|
Michael
Grenley
|
|
50
|
|
Senior
Vice President-Merchandising (TWC)
|
ANDREW D.
FESHBACH co-founded the Company in May 1992 and has served as President, Chief
Executive Officer and as a director since that time. From 1990 until the
present, he has served as a Vice President of Fortune Financial, a private
merchant banking firm owned by the Company’s Chairman and majority stockholder,
Fred Kayne. Mr. Feshbach has an M.B.A. from Harvard University.
DOUGLAS
N. NILSEN has served as Executive Vice President—Merchandising for Big Dog USA
for more than five years. From 1990 to September 1995, he served as Director of
Merchandise at Walt Disney Attractions, Inc. for its U.S. theme parks and
resorts, and in such capacity was responsible for merchandising all apparel and
accessories. Mr. Nilsen has an M.B.A. from New York University.
ANTHONY
J. WALL has served as Executive Vice President, General Counsel and Secretary of
the Company for more than five years. Mr. Wall also provides legal services to
Paige Premium Denim, a designer and manufacturer of denim jeans and casuals
apparel, and Fortune Swimwear, a manufacturer of swimwear for the mass market,
and Terravant Wine Company, a custom crush wine business, all of which are
controlled by Fred Kayne.
ROBERTA
J. MORRIS has served as Chief Financial Officer since March 1998, having
previously served as Senior Vice President—Finance since January 1995. Prior to
joining the Company in 1993, Ms. Morris was employed as a Senior Audit Manager
with Deloitte & Touche LLP. Ms. Morris is a certified public
accountant.
LEE M.
COX joined the Company in September 2000 and has served as Senior Vice President
- Retail since February 2001. From 1994 until September 2000, Mr. Cox was
employed by Adidas Retail, Inc. in various capacities, most recently as Director
of Retail Stores.
MICHAEL
GRENLEY joined the Company in March 2004 and serves as Senior Vice President -
Merchandising for TWC. From 1994 until the Company’s acquisition of The Walking
Company, Mr. Grenley served as Executive Vice President - Merchandise and Chief
Operations Officer for the previous The Walking Company. Prior to The Walking
Company, Mr. Grenley was a Vice President of Merchandise at Macy's
California.
Board
of Directors
The
following table contains information regarding our Board of
Directors. Directors are divided into three classes, with directors
in each class serving staggered three-year terms. Certain
biographical information regarding the directors is provided below the
table.
Class
II Director — Term Expiring 2008
|
Name
|
|
Age
|
|
Year
First
Elected
|
|
David
J. Walsh
|
|
48
|
|
1997
|
Class
III Directors — Term Expiring 2009
|
Name
|
|
Age
|
|
Year
First
Elected
|
|
Fred
Kayne
|
|
69
|
|
1992
|
|
Andrew
D. Feshbach
|
|
48
|
|
1992
|
Class
I Directors —Term Expiring 2010
|
Name
|
|
Age
|
|
Year
First
Elected
|
|
Skip
R. Coomber, III
|
|
47
|
|
2000
|
|
Steven
C. Good
|
|
65
|
|
1997
|
FRED
KAYNE co-founded the Company in 1992 and has served as its Chairman since that
time. Mr. Kayne co-founded Fortune Fashions Industries, LLC in 1991, Fortune
Swimwear LLC in 2002, and Paige Premium Denim in 2004, all of which are in the
apparel business. Mr. Kayne has served as an officer and/or manager
of each of those companies since their founding. Prior thereto, Mr.
Kayne was a partner of Bear, Stearns & Company until it went public in 1985,
after which he was Managing Director and a member of its Board of Directors
until he retired in 1986. Mr. Kayne graduated from Massachusetts Institute of
Technology with a BS in Engineering.
ANDREW
FESHBACH co-founded the Company in 1992 and has served as Chief Executive
Officer and as a director since that time. Previously, Mr. Feshbach was a
partner in Maiden Lane, a merchant bank, and a Vice President in the Mergers and
Acquisitions Group of Bear Stearns & Co. Mr. Feshbach holds an MBA from
Harvard Business School and a BA in Economics (Phi Beta Kappa) from the
University of California, Berkeley.
SKIP
COOMBER is an investment consultant in San Diego, California. Mr.
Coomber is a member of the California State Bar.
STEVEN
GOOD is a founding partner of Good Swartz Brown & Berns LLP, an
accounting, auditing and business advisory firm. He was previously partner at
Laventhol & Horwath a national accounting firm. He is a founder and
past Chairman of CU Bancorp and is a director of: OSI Systems, Inc., a provider
of security and medical monitoring systems; California Pizza Kitchen,
Inc., which owns, operates, licenses and franchises a chain of casual
dining restaurants; Kayne Anderson MLP Investment Company, which invests in
oil-related infrastructures; Kayne Anderson Energy Total Return Fund, Inc., a
management investment company; and Youbet.com, a provider of technology and
pari-mutual horse racing content for consumers.
DAVID
WALSH is the owner of KMJ Investments, a private consulting and merchant banking
firm formed in 2002. Mr. Walsh has an M.B.A. from Harvard
University.
Audit
Committee
The
members of the Audit Committee of the Board of Directors are Steven Good
(Chairman), David Walsh and Skip Coomber. Our Board, in its judgment, has
determined that Mr. Good meets the Securities and Exchange Commission’s
definition of an “audit committee financial expert” and has designated him as
such. Our Board has further determined that Messrs. Good, Walsh and Coomber are
independent, as described more fully below under the caption, “Director
Independence.”
Code
of Ethics
The Board
of Directors has adopted a Code of Ethics that applies to the Company’s
executive officers. The Code of Ethics is designed to deter
wrongdoing and to promote (i) honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between person and
professional relationships, (ii) full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with, or submits to,
the SEC and in other public communications made by the Company, (iii) compliance
with applicable governmental laws, rules and regulations, (iv) the prompt
internal reporting of violations of the code to an appropriate person, and (v)
accountability for adherence to the code.
Copies of
the Code of Ethics are available by writing to Big Dog Holdings, Inc., Attention
General Counsel, 121 Gray Ave., Santa Barbara, CA 93101. Should any changes to
or waivers of this Code of Ethics be made, such changes to or waivers will be
timely disclosed on the Company’s website, unless the same is disclosed in a
current report on Form 8-K filed with the Securities Exchange
Commission.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires that executive officers,
directors, and holders of more than 10% of a company’s registered class of
securities file reports of their ownership of a company’s securities with the
SEC. Based on a review of these reports, the Company believes that its reporting
persons complied with all applicable filing requirements.
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
Compensation
Discussion and Analysis
Overview.
The following
Compensation Discussion and Analysis describes the material elements of
compensation for our executives identified in the Summary Compensation Table
(“Named Executive Officers”). The compensation committee of the Board (the
“Committee”) discharges the Board’s responsibilities regarding compensation of
our executives, including the Named Executive Officers. The Company’s CEO makes
recommendations to the Committee regarding the corporate goals and objectives
relevant to executive compensation, executives’ performance in light of such
goals and objectives, and recommends the executives’ compensation levels to the
Committee based on such evaluations. The Committee evaluates such
recommendations and determines compensation matters.
Compensation Philosophy and
Objectives.
We believe that an effective executive compensation program
is one that is designed to reward the achievement of specific annual and
long-term strategic business goals established by the Company, which align our
executives’ interests with those of our stockholders, with the ultimate
objective of increasing stockholder value. Our executive compensation
program is designed to motivate and reward executives for achieving the business
goals set by the Company, attract and retain highly qualified individuals with
the skills and experience necessary for us to achieve these business goals, and
to reward over time those individuals that consistently perform or exceed the
performance levels expected of them. Our program is also designed to
reinforce a sense of ownership and overall entrepreneurial spirit, to encourage
individual excellence, effective collaboration, teamwork and the willingness to
take prudent risk, and to link rewards to measurable corporate and individual
performance goals.
In
furtherance of the foregoing objectives, executive compensation is based on two
primary components — base salary and cash-based incentive
compensation. In addition, our executives receive benefits that are
generally available to all of our employees plus enhanced health and life
insurance benefits. In allocating overall compensation between these two
principal elements, the compensation of those executives who have the greatest
ability to influence the Company’s performance and who are more accountable for
the strategic and tactical decisions of the Company may be more
performance-based, while those having less influence on the direction,
performance and strategic and tactical decisions of the Company may receive a
greater portion of their compensation in base salary. As such, the
mix of base salary and incentive compensation varies depending upon the
individual’s level within the Company, with base salaries ranging from $274,000
to $454,000 and annual performance-based cash bonus awards ranging from $25,000
to $125,000. No specific formula or targeted ratio is used in fixing
these amounts.
Additionally,
the Compensation Committee may make use of equity awards from time to time in an
effort to align the compensation returns for our executive officers with
increases in value for our stockholders. However, recent changes in
the accounting treatment for equity awards has made these grants less attractive
as a compensation tool and the Compensation Committee has no plans currently to
grant equity awards.
The
principal elements of compensation are described below in greater
detail.
Base Salary.
Executive base
salaries are based on job responsibilities, accountability, and the experience
of the individual. Our compensation setting process consists of
annually reviewing base salaries for adjustment where performance or market
conditions suggest that a change would be appropriate. During its
review of base salaries for executives, the Committee primarily
considers:
|
|
•
|
individual
performance of the executive for the prior year as well as the Company’s
overall performance; and
|
|
|
•
|
internal
review of the executive’s compensation relative to other executives to
ensure internal equity.
|
Additionally,
the Committee may review market data of compensation levels at other similar
companies to ensure competitive compensation. No such market data
were used in 2007. Salary levels are typically considered annually as
part of our performance review process as well as upon promotion or other change
in job responsibilities. Merit increases are awarded based on an executive’s
performance of his or her job responsibilities and the achievement of objectives
in the prior year.
In fiscal
2007, the Committee approved salary increases ranging from 1% to 7%, with an
average increase of 5% among the Named Executive
Officers. The salary increases also took into account the fact that
none of the Named Executive Officers received equity compensation awards in
2007. In approving these increases, the Committee also considered the
individual and Company performance in the prior year and specifically noted the
factors described in the following paragraphs relating to the approval of
performance-based cash awards for 2007.
Annual Performance-Based Cash Bonus
Awards.
Annual performance-based cash bonuses are based upon both
corporate and individual performance. The target bonus amounts vary depending on
each executive’s accountability and potential impact on the Company’s
performance. Accordingly, the more control and accountability that an executive
has the potential to exercise over the Company’s performance, the greater the
percentage of that executive’s total compensation is dependent on annual
performance-based cash bonus awards. Fiscal 2007 bonus levels range from
approximately 8% to 28% of base salary for the Named Executive
Officers.
Upon
completion of the 2007 fiscal year, the Committee assessed the Company’s
performance against the achievement of corporate performance goals. The
Committee then assessed the CEO’s individual accomplishments, as well as the
individual accomplishments for each executive as recommended by the CEO and
determined the individual performance level for each executive. The
specific factors considered by the Compensation Committee in determining to pay
the above-referenced bonuses included year-over-year growth in consolidated net
sales in 2007, the continued stabilization and integration of operations of 35
Steve’s Shoes stores acquired out of bankruptcy, and the continued growth in The
Walking Company franchise, with 41 new stores opening that
year.
Equity Incentive
Compensation.
Equity compensation may sometimes be used to
promote performance and achievement of corporate goals by employees on a
long-term basis, encourage the growth of stockholder value and allow employees
to participate in the long-term success of the Company. Equity
awards, if granted, are based on the estimated fair value of the awards on the
grant date and vary depending on individual and company performance, as well as
the awardee’s role within the organization and expected contributions over the
vesting period.
However,
following the implementation of FAS 123(R), which requires that we record an
accounting charge for the fair value of equity awards, the Compensation
Committee has declined to issue equity awards and no equity awards were granted
in fiscal 2007. The Compensation Committee continues to evaluate the
further grant of options and alternative incentive compensation programs and
grant equity awards in future periods.
Benefits.
The Named Executive
Officers are eligible to participate in all of the Company’s health, welfare,
paid time-off, retirement savings, and employee stock purchase benefit programs
on the same terms as are available to other employees. These benefit programs
are designed to enable the Company to attract and retain its workforce in a
competitive marketplace. Health, welfare and paid time-off benefits ensure that
the Company has a productive and focused workforce through reliable and
competitive health and other benefits. In addition, the Named Executive Officers
are also provided a supplemental health insurance program where the company pays
the premiums, administrative fees and claims. The Company also pays
for group term life insurance for the benefit of the Named Executive
Officers.
The
Company’s retirement savings plan (“401(k) Plan”) is a tax-qualified retirement
savings plan, pursuant to which all employees, including the Named Executive
Officers, are able to contribute certain amounts of their annual compensation,
subject to limits prescribed by the Internal Revenue Service. In fiscal 2007,
the Company contributed $1,000 to the 401(k) accounts of each of the Named
Executive Officers.
As
discussed in
Certain
Relationships and Related-Party Transactions
below, the Company
occasionally charters airplane service for business trips. From time
to time, executives may be permitted to have family members accompany them on
such chartered business flights to the extent there are free seats available on
the plane. There is no formal plan for allowing such activity and
permission is granted on a case-by-case basis by the Chairman and
CEO. Permission was granted on two occasions to one Named Executive
Officer in 2007.
Employment Agreements and Change in
Control Arrangements.
The Company currently does not have any employment
contracts with any of the Named Executive Officers. Unless the Compensation
Committee provides otherwise, upon a change in control (as defined in our 1997
Stock Option Plan) each option and stock appreciation right issued under the
1997 Plan will be come immediately exercisable, any restricted stock issued
under the 1997 Plan will immediately vest free of restrictions, and the number
of shares, cash or other property covered by any “performance share award”
issued under the 1997 Plan will be issued to the grantee of such award. The
Company has to date issued only options under the 1997 Plan.
We
believe that these “single trigger” acceleration benefits are common practice
among comparable companies. Information regarding the potential value of these
payments is provided below for the Named Executive Officers under the heading
“
Employment Contracts,
Termination of Employment and Change in Control
Arrangements
.”
Deductibility of Executive
Compensation.
Section 162(m) of the Internal Revenue Code limits the tax
deductibility to the Company of compensation in excess of $1 million in any year
for certain executive officers, except for qualified “performance-based
compensation” under the Section 162(m) rules. No covered executive’s
compensation for these purposes exceeded $1 million for 2007. The Compensation
Committee considers the Section 162(m) rules as a factor with respect to
compensation matters, but will not necessarily limit compensation to amounts
deductible under Section 162(m).
Role of Executives in Compensation
Decisions
.
The Committee
reviews the performance and compensation of the CEO on annual basis and
establishes the CEO’s compensation level. The CEO is not present for these
discussions related to his compensation. For the remaining
executives, the CEO makes recommendations to the Committee, which the Committee
takes into account when determining executive compensation.
Compensation
Committee Report
The
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management and, based on such review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis
be filed herewith.
|
|
COMPENSATION
COMMITTEE
|
|
|
Fred
Kayne
|
|
|
David
Walsh
|
Summary
Compensation Table
The
following table sets forth certain information with respect to the compensation
paid in the years indicated to the Company’s President and Chief Executive
Officer (“CEO”), Chief Financial Officer (“CFO”) and the four other most highly
compensated executive officers other than the CEO and CFO (collectively the
“Named Executive Officers”).
|
Name
and Principal Position
|
Salary
($)
|
Bonus
($)(1)
|
All
Other Compensation
($)
(2)
|
Total
($)
|
|
|
|
|
|
|
|
Andrew
D. Feshbach
|
$451,650
|
$125,000
|
$23,026
|
$599,676
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
Roberta
J. Morris
|
$269,342
|
$35,000
|
$17,382
|
$321,724
|
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
Anthony
J. Wall
|
$364,727
|
$40,000
|
$8,350
|
$413,077
|
|
Executive
Vice President and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
Douglas
N. Nilsen
|
$315,210
|
$25,000
|
$6,879
|
$347,089
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Grenley
|
$288,039
|
$50,000
|
$23,821
|
$361,860
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
Lee
Cox
|
$282,750
|
$75,000
|
$12,806
|
$370,556
|
|
Senior
Vice President- Retail
|
|
|
|
|
_________________
|
(1)
|
Amounts
shown represent the bonus earned by the Named Executive Officer during the
year indicated, whether or not paid in that
year.
|
|
(2)
|
“All
Other Compensation” includes (i) in regard to Messrs. Feshbach, Wall,
Nilsen, Grenley and Cox and Ms. Morris the Company’s contribution of
$1,000 to each of the 401(k) accounts of; (ii) supplemental health
insurance benefits provided to Messrs. Feshbach ($13,197), Wall ($7,350),
Nilsen ($5,879), Cox ($11,806) and Grenley ($22,821) and Ms. Morris
($16,382), (iii) in regard to Mr. Feshbach, such amount also includes a
$8,828 benefit of his being allowed to have family members accompany him
on two business trips in 2007 taken on chartered
flights.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information with respect to the number and
value of unexercised stock options held by the Named Executive Officers as of
the end of fiscal 2007.
|
Name
|
|
Number
of Securities Underlying Unexercised Options Exercisable
(#)
|
|
|
Number
of Securities Underlying Unexercised Options Unexercisable
(#)
|
|
|
Option
Exercise Price
($)
|
|
Option
Expiration Date
|
|
Andrew
D. Feshbach
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
_
|
|
|
|
4.625
|
|
6/1/10
|
|
|
|
|
250,000
|
|
|
_
|
|
|
$
|
4.25
|
|
3/2/11
|
|
|
|
|
5,000
|
|
|
_
|
|
|
$
|
4.03
|
|
5/31/11
|
|
|
|
|
5,000
|
|
|
_
|
|
|
$
|
3.60
|
|
5/30/12
|
|
|
|
|
5,000
|
|
|
_
|
|
|
$
|
2.90
|
|
6/5/13
|
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
$
|
3.50
|
|
1/2/14
|
|
|
|
|
5,000
|
|
|
_
|
|
|
$
|
4.65
|
|
6/3/14
|
|
|
|
|
5,000
|
|
|
_
|
|
|
$
|
6.90
|
|
6/21/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roberta
J. Morris
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,500
|
|
|
_
|
|
|
$
|
3.50
|
|
12/7/08
|
|
|
|
|
35,000
|
|
|
_
|
|
|
$
|
4.25
|
|
3/2/11
|
|
|
|
|
9,000
|
|
|
|
6,000
|
|
|
$
|
3.50
|
|
1/4/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony
J. Wall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,500
|
|
|
_
|
|
|
$
|
3.50
|
|
12/7/08
|
|
|
|
|
40,000
|
|
|
_
|
|
|
$
|
4.25
|
|
3/2/11
|
|
|
|
|
9,000
|
|
|
|
6,000
|
|
|
$
|
3.50
|
|
1/4/14
|
|
|
|
|
50,000
|
|
|
_
|
|
|
$
|
7.00
|
|
6/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas
N. Nilsen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,500
|
|
|
_
|
|
|
$
|
3.50
|
|
12/7/08
|
|
|
|
|
50,000
|
|
|
_
|
|
|
$
|
4.25
|
|
3/2/11
|
|
|
|
|
9,000
|
|
|
|
6,000
|
|
|
$
|
3.50
|
|
1/4/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Grenley
|
|
|
36,000
|
|
|
|
24,000
|
|
|
$
|
5.50
|
|
7/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee
M. Cox
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,000
|
|
|
_
|
|
|
$
|
6.50
|
|
1/1/11
|
|
|
|
|
12,500
|
|
|
_
|
|
|
$
|
8.00
|
|
1/1/11
|
|
|
|
|
12,500
|
|
|
_
|
|
|
$
|
10.00
|
|
1/1/11
|
|
|
|
|
35,000
|
|
|
_
|
|
|
$
|
4.25
|
|
3/2/11
|
|
|
|
|
6,000
|
|
|
|
4,000
|
|
|
$
|
3.50
|
|
1/4/14
|
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
$
|
5.50
|
|
7/27/14
|
On May 9,
2007, the Company purchased from the officers of the Company all of the vested
employee stock options held by them that would otherwise have expired on or
before May 9, 2008. Options for a total of 245,000 shares were purchased from
five officers (no options were purchased from the CEO). The purchase
price was $16.00 per share, less the exercise price of the options, which ranged
from $6.50 to $10.00 per share. The $16.00 price represents a
discount of approximately 5% from the May 9, 2007 closing price of
$16.80. The net purchase price was $1,965,000. The Company
paid for the options by delivery of notes bearing interest at 7% per annum and
payable in two equal installments on April 10, 2008 and April 10,
2009. The Notes held by Named Executive Officers are as
follows: Ms. Morris ($317,500), Mr. Wall ($400,000), Mr. Nilsen
($800,000).
Option
Exercises and Option Repurchases by the Company
The
following table summarizes the option exercises and repurchase of stock options
by the Company for each of our Named Executive Officers during the year ended
December 31, 2007:
|
|
|
|
|
|
Option
Awards
|
|
|
|
|
|
|
|
|
|
|
Value
Realized
Upon
Exercise
or
Repurchase
|
|
|
Name
|
|
#
|
|
|
#
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
D. Feshbach
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Roberta
J. Morris
|
|
|
40,000
|
|
|
|
—
|
|
|
|
317,500
|
|
|
Anthony
J. Wall
|
|
|
50,000
|
|
|
|
—
|
|
|
|
400,000
|
|
|
Douglas
N. Nilsen
|
|
|
100,000
|
|
|
|
—
|
|
|
|
800,000
|
|
|
Michael
Grenley
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Lee
M. Cox
|
|
|
—
|
|
|
|
14,000
|
|
|
|
168,048
|
|
Employment
Contracts, Termination of Employment and Change in Control
Arrangements
The
Company currently does not have any employment contracts with any of the Named
Executive Officers. Unless the Compensation Committee provides otherwise, upon a
change in control (as defined in the 1997 Plan) each option and stock
appreciation right issued under the 1997 Plan will be come immediately
exercisable, any restricted stock issued under the 1997 Plan will immediately
vest free of restrictions, and the number of shares, cash or other property
covered by any “performance share award” issued under the 1997 Plan will be
issued to the grantee of such award. The Company has to date issued only options
under the 1997 Plan.
Assuming
that a change in control occurred as of the end of fiscal 2007, and based on the
Company’s closing stock price on the last day of trading that year ($14.45), the
Named Executive Officers would have received a change in control benefit in the
form of accelerated vesting of stock options with the following
values.
|
Name
|
|
Value
of Accelerated Vesting
(1)
|
|
|
Andrew
D. Feshbach
|
|
|
|
|
Roberta
J. Morris
|
|
$
|
65,700
|
|
|
Anthony
J. Wall
|
|
$
|
65,700
|
|
|
Douglas
N. Nilsen
|
|
$
|
65,700
|
|
|
Michael
Grenley
|
|
$
|
214,800
|
|
|
Lee
M. Cox
|
|
$
|
133,300
|
|
|
|
(1)
|
The
value of the accelerated vesting equals the difference (if positive)
between the option exercise price and the last reported stock price for
fiscal 2007, multiplied by the number of options that would have been
accelerated upon a change in control occurring on December 31,
2007.
|
Compensation
Committee Interlocks and Insider Participation
No member
of the Compensation Committee was, during 2007, an officer or employee of the
Company or any of its subsidiaries, nor was any member of the Compensation
Committee formerly an officer of the Company or any of its subsidiaries. No
executive officer of the Company served (i) as a member of the compensation
committee (or board of directors serving the compensation function) of another
entity, one of whose executive officers served on the Compensation Committee or
(ii) as a member of the compensation committee of another entity, one of whose
executive officers served on the Company’s Board
Compensation
of Directors
Non-employee
directors are eligible to receive the following compensation for their
services. The following compensation levels were in place for all of
fiscal 2007.
|
Description
|
|
Amount
|
|
Director
Retainer Fees:
|
|
|
|
Non-employee
director retainer fee (excluding Chairman)
|
|
$25,000
/ year
|
|
Chairman
retainer fee
|
|
$15,000
/ month
|
|
|
|
|
|
Committee
Retainer Fees:
|
|
|
|
Audit
Committee Chairman
|
|
$15,000
/ year
|
|
Other
Audit Committee Members
|
|
$10,000
/ year
|
|
Compensation
Committee Members
|
|
$2,500
/ year
|
Non-employee
directors’ expenses incurred in connection with attendance at Board or committee
meetings are also reimbursed by the Company.
Director
Compensation Table
The
following table sets forth certain information with respect to the compensation
paid to the Company’s directors in 2007.
|
Name
|
|
Fees
Earned or Paid in Cash ($)
|
|
|
Total ($)
|
|
|
Fred
Kayne
|
|
$
|
180,000
|
|
|
$
|
180,000
|
|
|
Andrew
D. Feshbach
(1)
|
|
|
|
|
|
|
|
Skip
R. Coomber, III
|
|
$
|
35,000
|
|
|
$
|
35,000
|
|
|
Steven
C. Good
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
|
David
J. Walsh
|
|
$
|
37,500
|
|
|
$
|
37,500
|
|
|
|
(1)
|
Andrew D. Feshbach, our President
and Chief Executive Officer, was not paid any additional compensation for
his services as a director.
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Equity Compensation Plan
Information
The
following table sets forth certain information, as of December 31, 2007,
regarding the Company’s 1997 Performance Award Plan (the “Plan”). The maximum
number of shares initially reserved for issuance under this plan was 1,000,000.
In February 1998, the Company amended the Plan to increase the maximum number of
shares reserved for issuance to 2,000,000. The Company amended the Plan again in
April 2002 to increase the maximum number of shares reserved for issuance to
3,000,000. Awards under this Plan may be in the form of nonqualified stock
options, incentive stock options, stock appreciation rights, restricted stock,
performance shares, stock bonuses, or cash bonuses based upon
performance.
|
Plan
category
|
|
Number
of securities to be issued upon exercise of outstanding
options,
warrants
and rights
|
|
|
Weighted-
average
exercise
price
of
outstanding
options,
warrants
and
rights
|
|
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
first
column) *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders
|
|
|
1,424,856
|
|
|
$
|
4.55
|
|
|
|
1,071,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,424,856
|
|
|
$
|
4.55
|
|
|
|
1,071,066
|
|
Security
Ownership of Principal Shareholders and Management
The
following table shows certain information, as of March 31, 2008, with respect to
the shares of the Company’s Common Stock beneficially owned by (i) persons or
entities known by the Company to own 5% or more of the Company’s Common Stock,
(ii) the Company’s directors and Named Executive Officers (as defined under
“Executive Compensation”) and (iii) all directors and Named Executive Officers
as a group.
|
Name and Address
|
|
Number
of Shares
Owned
1
|
|
|
Options
2
|
|
|
Total
|
|
|
Percent
of
Class
3
|
|
|
Fred
Kayne
|
|
|
5,348,332
|
4
|
|
|
30,000
|
|
|
|
5,378,332
|
|
|
|
56.5
|
%
|
|
c/o
Fortune Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1800
Avenue of the Stars, Suite 310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Los
Angeles, CA 90067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
D. Feshbach
|
|
|
660,931
|
5
|
|
|
300,000
|
|
|
|
960,931
|
|
|
|
9.8
|
%
|
|
c/o
Big Dog Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121
Gray Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Santa
Barbara, CA 9310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brightleaf
Capital LLC
|
|
|
573,893
|
6
|
|
|
---
|
|
|
|
573,893
|
|
|
|
6.1
|
%
|
|
324
Blackwell Street, Suite 520.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Durham,
NC 27701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kayne
Anderson Capital Advisors
|
|
|
532,281
|
7
|
|
|
---
|
|
|
|
532,281
|
|
|
|
5.6
|
%
|
|
Richard
A. Kayne
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1800
Avenue of the Stars, Second Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Los
Angeles, CA 90067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas
N. Nilsen
|
|
|
58,221
|
|
|
|
100,612
|
|
|
|
158,833
|
|
|
|
1.7
|
%
|
|
Anthony
J. Wall
|
|
|
65,216
|
|
|
|
154,278
|
|
|
|
219,494
|
|
|
|
2.3
|
%
|
|
Roberta
J. Morris
|
|
|
41,904
|
|
|
|
89,500
|
|
|
|
131,404
|
|
|
|
1.4
|
%
|
|
Lee
M. Cox
|
|
|
5,884
|
|
|
|
129,000
|
|
|
|
136,184
|
|
|
|
1.4
|
%
|
|
David
C. Walsh
|
|
|
21,400
|
|
|
|
40,000
|
|
|
|
61,920
|
|
|
|
---
|
|
|
Steven
C. Good
|
|
|
3,480
|
|
|
|
40,000
|
|
|
|
43,480
|
|
|
|
---
|
|
|
Skip
R. Coomber, III
|
|
|
1,200
|
|
|
|
35,000
|
|
|
|
36,200
|
|
|
|
---
|
|
|
Michael
Grenley
|
|
|
0
|
|
|
|
78,500
|
|
|
|
78,500
|
|
|
|
---
|
|
|
All
directors and Named Executive Officers as a Group (10
persons)
|
|
|
6,207,868
|
|
|
|
996,890
|
|
|
|
7,204,758
|
|
|
|
68.7
|
%
|
_________________________________
|
1
|
Unless
otherwise indicated, each person has sole voting and dispositive power
with respect to the shares
shown.
|
|
2
|
Represents
shares subject to options held by directors and Named Executive Officers
that are exercisable or convertible as of March 31, 2008 or become
exercisable or convertible within 60 days
thereof.
|
|
3
|
Based
on 9,486,480 shares outstanding on March 31, 2008. Percentage information
is omitted for individuals who own less than one percent of the
outstanding shares of Common Stock and the shares deemed outstanding due
to exercisable or convertible
options.
|
|
4
|
All
such shares are owned by the Fred and Lenore Kayne Family Trust, of which
Mr. Kayne and his wife are
co-trustees.
|
|
5
|
All
such shares are owned by the Feshbach Family Trust, of which Mr. Feshbach
and his wife are co-trustees
|
|
6
|
Based
on a Schedule 13G dated February 14, 2008 filed with the Securities and
Exchange Commission. According to such 13G, 142,700 shares of Common Stock
are owned by Brightleaf Partners Limited Partnership (“Brightleaf”) and
431,193 shares are owned by Blackwell Partners, LLC
(“Blackwell”). Brightleaf Capital LLC manages the investments
for Brightleaf and Blackwell.
|
|
7
|
Based
on a Schedule 13G dated April 3, 2008 filed with the Securities and
Exchange Commission. According to such 13G, The reported shares are owned
by investment accounts (limited partnerships, a registered investment
company and institutional accounts) managed, with discretion to purchase
or sell, by Kayne Anderson Capital Advisors, LP (“KACA”). KACA is the
general partner (or general partner of the general partner) of the limited
partnerships and investment advisor to the other
accounts. Richard A. Kayne is the controlling shareholder of
the corporate owner of Kayne Anderson Investment Management, Inc., the
general partner of KACA. Richard A. Kayne is the brother of
Fred Kayne.
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
Related-Party
Transactions
The Board of Directors
has adopted policies and procedures for the review and approval of transactions
between the Company and certain “related parties,” which are generally
considered to be our directors and executive officers, nominees for director,
holders of five percent or more of our outstanding capital stock and members of
their immediate families. The Board of Directors has delegated to the Audit
Committee the authority to review and approve the material terms of any proposed
related party transactions. To the extent that a proposed related party
transaction may involve a non-employee director or nominee for election as a
director and may be material to a consideration of that person’s independence,
the matter may also considered by the other disinterested
directors.
In
determining whether to approve or ratify a related party transaction, the Audit
Committee may consider, among other factors it deems appropriate, the potential
benefits to the Company, the impact on a director’s or nominee’s independence or
an executive officer’s relationship with or service to the Company, 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. In deciding
to approve a transaction, the Committee may, in its sole discretion, impose such
conditions as it deems appropriate on the Company or the related party in
connection with its approval of any transaction. Any transactions involving the
compensation of executive officers, however, are to be reviewed and approved by
the Compensation Committee. If a related-party transaction will be ongoing, the
Audit Committee may establish guidelines to be followed in the Company’s ongoing
dealings with the related party. Thereafter, the Audit Committee, on at least an
annual basis, will review and assess ongoing relationships with the related
party to see that they are in compliance with the Committee’s guidelines and
that the related party transaction remains appropriate.
Certain
Relationships and Related-Party Transactions
On April
3, 2007, the Company entered into a Convertible Note Purchase Agreement with
certain purchasers, including some officers of the Company, pursuant to which
the Company issued and sold $18.5 million of 8.375% Convertible Notes (“Note” or
“Notes”) due March 31, 2012, interest payable quarterly. $3.0 million of the
Notes were sold to management. The Notes are convertible into fully paid and
nonassessable shares of the Company’s common stock to an aggregate of up to
1,027,777 shares at any time after the issuance date, at an initial conversion
price of $18.00 per share. As of December 31, 2007, the Company’s
stock price was $14.45, which was less than the conversion price of
$18.00.
Certain
of our Named Executive Officers participated in the Note
offering. The following table sets forth the principal amount
invested by Named Executive Officers and their affiliated entities, as well as
the potential number of shares issuable upon conversion of the principal amount
of indebtedness.
|
Name
|
|
Note
Principal
|
|
|
Conversion
Shares
|
|
|
Michael
Grenley
|
|
$
|
900,000
|
|
|
|
50,000
|
|
|
Anthony
J. Wall
|
|
$
|
500,000
|
|
|
|
27,778
|
|
|
Roberta
J. Morris
|
|
$
|
360,000
|
|
|
|
20,000
|
|
|
Lee
M. Cox
|
|
$
|
360,000
|
|
|
|
20,000
|
|
|
Douglas
N. Nilsen
|
|
$
|
200,000
|
|
|
|
11,112
|
|
On May 9,
2007, the Company purchased from the officers of the Company all of the vested
employee stock options held by them that would otherwise have expired on or
before May 9, 2008. Options for a total of 245,000 shares were purchased from
five officers (no options were purchased from the CEO). The purchase
price was $16.00 per share, less the exercise price of the options, which ranged
from $6.50 to $10.00 per share. The $16.00 price represents a
discount of approximately 5% from the May 9, 2007 closing price of
$16.80. The net purchase price was $1,965,000. The Company
paid for the options by delivery of notes bearing interest at 7% per annum and
payable in two equal installments on April 10, 2008 and April 10,
2009. The Notes held by Named Executive Officers are as
follows: Ms. Morris ($317,500), Mr. Wall ($400,000), Mr. Nilsen
($800,000).
Fortune Fashions Industries, a company
controlled by Fred Kayne, Chairman of the board, owns an airplane that it makes
available to the Company to rent for corporate travel use. The
Company has no obligation to use such plane for any minimum amount, and to the
extent it does use it, the Company has paid for such use on terms at least as
favorable to the Company as could be obtained from an independent third
party. Due to the geographically widespread nature of the Company’s
retail store business, which has increased substantially with the continued
expansion of The Walking Company, the Company has found the use of such plane to
be beneficial to its business. The amounts paid by the Company for
the use of such plane in 2007 totaled $268,000
.
Director
Independence.
The Board
of Directors annually determines the independence of each of our directors and
nominees in accordance with the independence standards set forth in the NASDAQ
Marketplace Rules. These rules provide that “independent” directors
are those who are independent of management and free from any relationship that,
in the judgment of the Board of Directors, would interfere with their exercise
of independent judgment. No director qualifies as independent unless
the Board affirmatively determines that the director has no material
relationship with the Company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with the
Company). Members of the Audit Committee must be independent and must
also satisfy a separate independence requirement pursuant to the Securities
Exchange Act of 1934, as amended, which requires that they may not accept
directly or indirectly any consulting, advisory or other compensatory fee from
the Company or any of its subsidiaries other than their directors’
compensation.
Based on
its review, the Board of Directors determined that the directors who are deemed
independent are David Walsh, Steven Good and Skip Coomber. In making its
determination regarding the independent of the non-employee directors, the Board
considered, among other things, the stock holdings of the non-employee directors
and to what extent that such holdings may affect their ability to exercise
independent judgment.
|
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
The
Company’s independent registered public accounting firm is Singer Lewak
Greenbaum & Goldstein LLP. Below is a summary of the fees billed
by Singer over the last two fiscal years.
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
218,357
|
|
|
$
|
169,685
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related
Fees
|
|
|
66,420
|
|
|
|
60,533
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
Fees
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Other Fees
|
|
|
15,919
|
|
|
|
4,396
|
|
“Audit
Fees” consist of fees billed for professional services rendered for the audit of
the Company’s annual financial statements (including the audit of internal
controls over financial reporting under Section 404 of the Sarbanes-Oxley Act)
and the review of the interim financial statements included in the Company’s
Quarterly Reports and for services normally provided in connection with
statutory and regulatory filings or engagements.
“Audit-Related
Fees” consist of fees billed for assurance and related services reasonably
related to the performance of the annual audit or review of the Company’s
unaudited quarterly financial statements.
“All
Other Fees” consist of fees billed for services not otherwise described
above.
The Audit
Committee must pre-approve all engagements of the Company’s independent
accountants unless an exception to such requirement exists under the Securities
Exchange Act of 1934 or the rules of the Securities and Exchange
Commission. Each year, the independent auditors’ retention to audit
the Company’s financial statements, including the associated fees, is approved
by the committee. All audit fees for fiscal 2007 and 2006 were
pre-approved by the Audit Committee. The Audit Committee will also, if
applicable, review other potential engagements of the independent auditors,
including the scope of the proposed work and the proposed fees, and approve or
reject such services taking into account whether the services are permissible
under applicable law and the possible impact on the auditors’ independence from
management.
PART
IV
|
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
|
|
|
(a)
1.
|
The
financial statements listed in the “Index to Consolidated Financial
Statements” at page F-1 are filed as a part of this
report.
|
|
|
2.
|
Schedule
II - Valuation and Qualifying
Accounts
|
Schedules
other than that referred to above have been omitted because they are not
applicable or are not required under the instructions contained in Regulation
S-X or because the information is included elsewhere in the Consolidated
Financial Statements or the Notes thereto.
|
3.
|
Exhibits
included or incorporated herein:
|
See
“Index to Exhibits.” Management contracts and compensatory plans are
identified as such in the Exhibit Index.
|
|
(b)
|
Exhibits
required by Item 601 of Regulation
S-K
|
See
“Index to Exhibits”
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be signed on April
29, 2007 on its behalf by the undersigned, thereunto duly
authorized.
|
|
BIG
DOG HOLDINGS, INC.
|
|
|
By
|
/s/
Andrew D. Feshbach
|
|
|
|
Andrew
D. Feshbach
|
|
|
|
Chief
Executive Officer and President
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this amended report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/s/
Andrew D. Feshbach
|
|
Chief
Executive Officer, President and
|
|
|
|
Andrew
D. Feshbach
|
|
Director (Principal
Executive Officer)
|
|
April
29, 2008
|
|
|
|
|
|
|
|
/s/
Roberta
J. Morris
|
|
Chief
Financial Officer, Treasurer and
|
|
|
|
Roberta
J. Morris
|
|
Assistant
Secretary (Principal Financial and Accounting Officer)
|
|
April
29, 2008
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
Fred
Kayne
|
|
Chairman
of the Board
|
|
April
29, 2008
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
Skip
R. Coomber, III
|
|
Director
|
|
April
29, 2008
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
Steven
C. Good
|
|
Director
|
|
April
29, 2008
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
David
J. Walsh
|
|
Director
|
|
April
29, 2008
|
|
*
|
By:
|
/s/ Anthony
Wall
|
|
|
|
Attorney
in Fact
|
INDEX TO
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
Second
Amended Plan of Reorganization of Shoes Liquidation Co. (formerly The
Walking Company) and Alan’s Shoes, Inc., confirmed on March 2, 2004.
(1)
|
|
|
|
|
|
2.2
|
|
Order
of the United States Bankruptcy Court for the Central District of
California confirming the Second Amended Plan of Reorganization of Shoes
Liquidation Co. (formerly The Walking Company) and Alan’s Shoes, Inc.,
entered on March 2, 2004.(1)
|
|
|
|
|
|
2.3
|
|
Asset
Purchase Agreement, dated May 20, 2005, by and among The Walking
Company, as buyer, Bianca of Nevada, Inc., a Nevada corporation, as
seller, and Sal Palermo, as shareholder. (7)
|
|
|
|
|
|
2.4
|
|
Asset
Purchase Agreement, dated January 31, 2006, by and among The Walking
Company, as buyer, and Steve’s Shoes, Inc., Debtor in Possession, as
seller. (9)
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation (2)
|
|
|
|
|
|
3.1A
|
|
Certificate
of Correction (3)
|
|
|
|
|
|
3.2
|
|
Amended
and Reinstated Bylaws (3)
|
|
|
|
|
|
4.1
|
|
Reference
is hereby made to Exhibits 3.1, 3.1A, and 3.2
|
|
|
|
|
|
4.2
|
|
Specimen
Stock Certificate (2)
|
|
|
|
|
|
10.1
|
|
Term
Loan Note, dated August 31, 2005, among the lenders signatory thereto,
Wells Fargo Retail Finance II, LLC, as agent, and Big Dog USA, Inc. and
The Walking Company, as borrowers. (8)
|
|
|
|
|
|
10.2
|
|
Promissory
Note Secured by Letter of Credit, dated August 31, 2005, among the lenders
signatory thereto, Bianca of Nevada, Inc., as payee, and The Walking
Company, as maker. (8)
|
|
|
|
|
|
10.10
|
|
Amended
and Restated 1997 Performance Award Plan (5)
|
|
|
|
|
|
10.10A
|
|
Form
of Employee Nonqualified 1997 Performance Award Plan
(2)
|
|
|
|
|
|
10.10B
|
|
Terms
and Conditions for Non-Qualified Options Granted under the
Amended and Restated
1997
Performance
Award Plan (4)
|
|
|
|
|
|
10.10C
|
|
Form
of Eligible Director Non-Qualified Stock Option Agreement
(4)
|
|
|
|
|
|
10.11
|
|
Lease
between Big Dog USA, Inc. and The Prudential Insurance Company
of America dated November 4, 1997 (3)
|
|
|
|
|
|
10.12
|
|
Form
of Indemnification Agreement (1)
|
|
|
|
|
|
10.13
|
|
Lease
between Big Dog Holdings, Inc. and TKC XCIX, LLC dated March 13, 2006
(10)
|
|
|
|
|
|
21.1
|
|
List
of Subsidiaries of Big Dog Holdings, Inc. (6)
|
|
|
|
|
|
23
|
|
Consent
of Independent Registered Public Accounting
Firm
|
|
24.1
|
|
Power
of Attorney (included in signature page)
|
|
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350,as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
99.1
|
|
Loan
and Security Agreement, dated March 3, 2004, among the lenders signatory
thereto, Wells Fargo Retail Finance II, LLC, as agent, and The Walking
Company (formerly TWC Acquisition Corp.), as
borrower.(1)
|
|
|
|
|
|
99.2
|
|
Third
Amendment to Loan and Security Agreement, dated March 3, 2004, among the
lenders signatory thereto, Wells Fargo Retail Finance II, LLC, as agent,
and Big Dog Holdings, Inc., Big Dog USA, Inc. and CSI Acquisition
Corporation, as borrowers.(1)
|
|
|
|
|
|
99.3
|
|
First
Amended, Restated and Consolidated Loan and Security Agreement, dated July
7, 2005, among the lenders signatory thereto, Wells Fargo Retail Finance
II, LLC, as agent, and Big Dog Holdings, Inc., Big Dog USA, Inc., and The
Walking Company, as borrowers. (7)
|
|
|
|
|
|
99.4
|
|
Third
Amendment to First Amended, Restated, and Consolidated Loan and Security
Agreement, dated November 28, 2006, among the lenders signatory thereto,
Wells Fargo Retail Finance II, LLC, as agent, and Big Dog Holdings, Inc.,
Big Dog USA, Inc., and The Walking Company, as borrowers.
(11)
|
|
|
|
|
|
99.5
|
|
Sixth
Amendment to First Amended, Restated, and Consolidated Loan and Security
Agreement, dated March 24, 2008, among the lenders signatory thereto,
Wells Fargo Retail Finance II, LLC, as agent, and Big Dog Holdings, Inc.,
Big Dog USA, Inc., and The Walking Company, as
borrowers.
|
|
|
(1)
|
Incorporated
by reference from the Company’s Current Report on Form 8-K filed as of
March 3, 2004. The exhibits and schedules to the Plan have been
omitted from this filing pursuant to Item 601(b)(2) of Regulation
S-K. Big Dog Holdings, Inc. will furnish copies of any of such
exhibits and schedules to the Securities and Exchange Commission upon
request.
|
|
|
(2)
|
Incorporated
by reference from the Company’s S-1 Registration Statement (No. 333-33027)
as amended , which became effective September 25,
1997.
|
|
|
(3)
|
Incorporated
by reference from the Company’s Annual Report on Form 10-K for the year
ended December 31, 1997.
|
|
|
(4)
|
Incorporated
by reference from the Company’s Schedule TO filed July 31,
2000.
|
|
|
(5)
|
Incorporated
by reference from the Company’s Annual Report on Form 10-K for the year
ended December 31, 1998.
|
|
|
(6)
|
Incorporated
by reference from the Company’s Annual Report on Form 10-K for the year
ended December 31, 2003.
|
|
|
(7)
|
Incorporated
by reference from the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2005.
|
|
|
(8)
|
Incorporated
by reference from the Company’s Quarterly Report on Form 10-Q for the
period ended September 30, 2005.
|
|
|
(9)
|
Incorporated
by reference from the Company’s Annual Report on Form 10-K for the year
ended December 31, 2005.
|
|
|
(10)
|
Incorporated
by reference from the Company’s Current Report on Form 8-K filed as of May
4, 2006.
|
|
|
(11)
|
Incorporated
by reference from the Company’s Current Report on Form 8-K filed as of
December 20, 2006.
|
Big Dog Holding (MM) (NASDAQ:BDOG)
Historical Stock Chart
From May 2024 to Jun 2024
Big Dog Holding (MM) (NASDAQ:BDOG)
Historical Stock Chart
From Jun 2023 to Jun 2024
