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Todays Man Inc – ‘10-K/A’ for 2/3/01

On: Monday, 6/3/02, at 5:15pm ET · For: 2/3/01 · Accession #: 950116-2-1274 · File #: 0-20234

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/03/02  Todays Man Inc                    10-K/A      2/03/01    1:36K                                    St Ives Financial/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            14     68K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
3	Item 10. Directors and Executive Officers of the Registrant
6	Item 11. Executive Compensation
10	Item 12. Security Ownership of Certain Beneficial Owners and Management
12	Item 13. Certain Relationships and Related Transactions

10-K/A 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
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 February 3, 2001

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________________ to ____________________

Commission File No. 0-20234

TODAY'S MAN, INC.
(Exact Name of Registrant as Specified in its Charter)

Pennsylvania 23-1743137
--------------------------------------------- ---------------------------------
(State or Other Jurisdiction of Incorporation (IRS Employer Identification No.)
or Organization)

835 Lancer Drive
Moorestown, New Jersey 08057
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (609) 235-5656
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, no par value 27,040,725
--------------------------- ---------------------------------------------------
(Title of Class) (Number of Shares Outstanding as of April 22, 2002)

Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such
filing requirements for the past 90 days.

Yes |X| No | |

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the 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. | |

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes |X| No | |

The aggregate market value of voting and non-voting common equity held
by non-affiliates of the Registrant is $2,969,569(1)

Documents incorporated by reference are listed in the Exhibit Index.

------------------
(1) The aggregate dollar amount of the voting and non-voting common equity
set forth equals the number of shares of the Company's Common Stock
outstanding, reduced by the amount of shares of Common Stock held by
officers, directors and shareholders owning 10% or more of the Company's
Common Stock, multiplied by $.17, the last reported sale price for the
Company's Common Stock on April 22, 2002. The information provided shall
in no way be construed as an admission that any officer, director or 10%
shareholder in the Company may be deemed an affiliate of the Company or
that such person is the beneficial owner of the shares reported as being
held by such person, and any such inference is hereby disclaimed. The
information provided herein is included solely for recordkeeping purposes
of the Securities and Exchange Commission.

10-K/A 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
TABLE OF CONTENTS

[Enlarge/Download Table]

Page
----

PART III

Item 10. Directors and Executive Officers of the Registrant..............................................1
-------- ---------------------------------------------------

Item 11. Executive Compensation..........................................................................4
-------- -----------------------

Item 12. Security Ownership of Certain Beneficial Owners and Management..................................8
-------- ---------------------------------------------------------------

Item 13. Certain Relationships and Related Transactions.................................................10
-------- -----------------------------------------------

--------------

As used in this Amendment No. 1 to Annual Report on Form 10-K, "fiscal
1991," "fiscal 1992," "fiscal 1993," "fiscal 1994," "fiscal 1995," "fiscal
1996," "fiscal 1997," "fiscal 1998," "fiscal 1999," "fiscal 2000," "fiscal
2001," and "fiscal 2002," refer to the Company's fiscal years ended or ending
February 1, 1992, January 30, 1993, January 29, 1994, January 28, 1995, February
3, 1996, February 1, 1997, January 31, 1998, January 30, 1999, January 29, 2000,
February 3, 2001, February 2, 2002 and February 1, 2003, respectively.

Today's Man(R) is a registered trademark of the Company.

In accordance with instruction G(3) to Form 10-K, Today's Man, Inc.
("Today' s Man" or the "Company") is amending its Annual Report on Form 10-K
filed with the Securities and Exchange Commission on May 20, 2002 to provide the
information required in Part III.

10-K/A 3rd Page of 14 TOC 1st Previous Next ↓Bottom Just 3rd
PART III

Item 10. Directors and Executive Officers of the Registrant.

The following table sets forth information concerning the Company's
directors. Information concerning the Company's executive officers who are not
directors is set forth in Item 4.1 of the Annual Report on Form 10-K previously
filed.

[Enlarge/Download Table]

Director
Name Age Position Since Term Expires
--------------------------- ----- ------------------------------------------ -------- ------------

David Feld................. 54 Chairman of the Board 1971 2005
Larry Feld 51 Vice President, Store Development, 1971 2003
Secretary and Director
Neal J. Fox................ 67 Vice Chairman of the Board 2000 2005
Verna K. Gibson (1)(2)..... 59 Director 1992 2003
Eli Katz (1)(2)............ 30 Director 2000 2004
Leonard Wasserman.......... 76 Director 1992 2002
Bruce Weitz................ 54 President and Chief Executive Officer and 2000 2004
Director

----------------------
(1) Member of Audit Committee.

(2) Member of Compensation Committee.

The following information about the Company's directors is based, in
part, upon information supplied by such persons.

Mr. David Feld has been with the Company continuously since he founded
it in 1971. He grew up in his family's retail business and opened the Company's
first store in Philadelphia in 1971. Mr. David Feld has served as Chairman of
the Board of the Company since its inception. Mr. David Feld also has served as
Chief Executive Officer and, except for the period from March 1995 until July
1995, also has served as President of the Company from its inception until
August 2000. On February 2, 1996, Mr. Feld filed a voluntary petition to
reorganize under Chapter 11 of the United States Bankruptcy Code. On August 13,
1997, the United States Bankruptcy Court for the District of New Jersey
confirmed Mr. Feld's Chapter 11 Plan.

Mr. Larry Feld has served as Vice President, Store Development since
1983 and as a Vice President, Secretary and Director of the Company since its
inception in 1971. Messrs. David Feld and Larry Feld are brothers.

Mr. Fox was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors and became Vice Chairman of the Board and an employee of
the Company in August 2000 with responsibility for Merchandising and Marketing.
In November 2001, Mr. Fox resigned as Vice Chairman, Merchandising and Marketing
but continues to work as a consultant for the Company. Mr. Fox was the Chief
Executive Officer of Sulka, a luxury menswear retailer based in New York City,
from 1989 through 1999. From 1983 to 1988, Mr. Fox was employed by Garfinckel's,
Raleigh's and Co. or its predecessor, most recently as Chairman and Chief
Executive Officer. Prior to that, Mr. Fox was engaged in a retail and
manufacturing consulting business from 1981 to 1983 and held senior management
positions with I. Magnin (1976 to 1981), Bergdorf Goodman (1975 to 1976) and
Neiman Marcus (1966 to 1975).

10-K/A 4th Page of 14 TOC 1st Previous Next ↓Bottom Just 4th
Mrs. Gibson is a retail consultant. From 1985 to 1991, Mrs. Gibson was
President and Chief Executive Officer of the Limited Stores Division of Limited
Stores, Inc., which she joined as a trainee in 1971. From January 1991 through
1995, Ms. Gibson served as President of Outlook Consulting Int., Inc. and in
January 1999, she resumed the position of President of Outlook Consulting Int.,
Inc. From December 1994 to July 1996, Mrs. Gibson served as Chairman of the
Board of Petrie Retail, Inc. Petrie Retail filed a voluntary petition to
reorganize under Chapter 11 of the United States Bankruptcy Code in October
1995. From 1993 to fall 1999, Ms. Gibson was a partner of Retail Options, Inc.,
a New York based retail consulting firm. Mrs. Gibson is also a director of
Chicos FAS, Inc.

Mr. Katz was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors. Mr. Katz has been the Chief Executive Officer of
Lanac.com, an online retailer of upscale home furnishings and jewelry, since
1999. Prior to that, he was employed by iBeauty.com (formerly Fragrance
Counter.com, a subsidiary of Allou Health & Beauty Care), most recently as
President and Chief Operating Officer. This company is an online retailer of
prestige fragrances and cosmetics founded by Mr. Katz in 1995. From 1994 to
1995, Mr. Katz was employed by Allou Health & Beauty Care, a distributor of
health and beauty products, as Director of Special Sales.

Mr. Wasserman currently provides consulting services to the Company.
Mr. Wasserman joined the Company in 1983 as a consultant to assist in strategic
planning and marketing development and was appointed to the Office of the
President in 1991 and a director in 1992. Mr. Wasserman was named Executive Vice
President in 1995 and served in that position until his retirement in January
2000. Between 1982 and 1983, Mr. Wasserman was President and Chief Executive
Officer of the Lionel Corporation and, prior thereto, was President of its
Kiddie City Division for 11 years. Mr. Wasserman founded Kiddie City in 1957.

Mr. Weitz was appointed as a Director in May 2000 to fill a vacancy on
the Board of Directors and became President and Chief Executive Officer in
August 2000. Mr. Weitz was the Chairman, President and Chief Executive Officer
of Duane Reade Drugstores, located in New York City, from 1992 to 1996. From
1988 to 1992, he was President and Chief Operating Officer of Grossman 's Inc.,
a Massachusetts based home improvement chain. Prior to that, he was employed by
First National Supermarkets, a Connecticut based supermarket chain, most
recently as President, Eastern Division.

Director Compensation

Each director of the Company who is not also an employee receives an
annual fee of $5,000 and a fee of $1,000 for each meeting of the Board or any
committee of the Board attended, plus reimbursement of expenses incurred in
attending meetings. All directors, including non-employee directors, are
entitled to receive options under the Management Stock Option Plan.

Consulting Agreement with Leonard Wasserman

On January 31, 2000, the Company entered into a consulting agreement
with Leonard Wasserman, pursuant to which Mr. Wasserman retired as an employee
of the Company and agreed to provide consulting services for a period of 21
months for a consulting fee of $21,642.67 per month.

10-K/A 5th Page of 14 TOC 1st Previous Next ↓Bottom Just 5th
Consulting Agreement with Neal J. Fox

On November 30, 2001, the Company entered into a consulting
agreement with Neal J. Fox, pursuant to which Mr. Fox agreed to provide
consulting services during the period from February 3, 2002 to January 21, 2003
for a fee of $329,000, payable in monthly installments.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by regulation
of the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten percent beneficial owners
were complied with during fiscal 2001 except that Mr. Bruce Weitz did not timely
file a statement of changes of beneficial ownership of securities on Form 4 with
respect to a purchase of stock in June 2001.

10-K/A 6th Page of 14 TOC 1st Previous Next ↓Bottom Just 6th
Item 11. Executive Compensation.

Summary Compensation Table

The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the five other most
highly compensated executive officers of the Company for services rendered in
all capacities for fiscal 2001, fiscal 2000 and fiscal 1999.

[Enlarge/Download Table]

Long-Term
Annual Compensation Compensation
----------------------------------- -------------
Securities
Other Annual Underlying All Other
Name and Principal Position Fiscal Year Salary Bonus Compensation Options Compensation
-------------------------------- ----------- --------- -------- ------------ ----------- ------------

David Feld (2).................. 2001 $161,500 $ -- $ -- -- $ 1,640
Chairman of the Board 2000 190,000 -- -- -- 4,200
1999 190,000 -- -- -- 3,298

Larry Feld...................... 2001 195,000 -- -- -- 348
Vice President Store Development 2000 195,000 -- -- -- 3,218
1999 189,615 -- -- -- 4,126

Neal J. Fox (3)................. 2001 340,000 -- -- -- --
Vice Chairman, Merchandising and 2000 176,923 -- 20,350 (4) 480,000 (5) --
Marketing 1999 -- -- -- -- --

Frank E. Johnson................ 2001 221,000 -- -- -- 1,986
Executive Vice President and 2000 260,000 -- -- 200,000 4,200
Chief Financial Officer 1999 251,923 -- -- -- 4,055

Mycal Webster................... 2001 191,250 -- -- -- 1,865
Executive Vice President Store 2000 225,000 -- -- 200,000 4,420
Operations 1999 211,539 -- -- -- 3,538

Bruce Weitz (6)................. 2001 340,000 -- -- -- 1,457
President and Chief Executive 2000 184,615 -- 20,370 (4) 480,000 (5) --
Officer 1999 -- -- -- -- --

----------------------------
(1) Represents the Company's matching contribution under the 401(k) Profit
Sharing Plan.

(2) Mr. David Feld was also President and Chief Executive Officer of the
Company until August 2000.

(3) Mr. Fox became a director of the Company in May 2000 and Vice Chairman,
Merchandising and Marketing, in August 2000 until his resignation from
such position in November 2001.

(4) Includes relocation expenses of $14,450 paid on behalf of each of Mr.
Fox and Mr. Weitz. The cost of perquisites is not disclosed for any
other executive officers because the disclosure threshold (the lower of
$50,000 or 10% of salary plus bonus) was not reached in the year
presented.

(5) Does not include options to purchase 100,000 shares granted to each of
Mr. Fox and Mr. Weitz upon their appointment as directors in May 2000.

(6) Mr. Weitz became a director of the Company in May 2000 and President
and Chief Executive Officer in August 2000.

10-K/A 7th Page of 14 TOC 1st Previous Next ↓Bottom Just 7th
Option Grants in Last Fiscal Year

No options were granted in fiscal 2001 to the executive officers of the
Company named in the Summary Compensation Table.

Aggregated Option Exercises in Last Year and Fiscal Year-End Option Values

The following table sets forth certain information concerning the
number and value of unexercised options held at the end of fiscal 2001 by the
executive officers of the Company named in the Summary Compensation Table.

[Enlarge/Download Table]

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at Fiscal Fiscal Year-End
Acquired on Value Year-End Exercisable/
Name Exercise Realized(1) Exercisable/Unexercisable Unexercisable(2)
------------------------------- ----------- ----------- ------------------------- ----------------------

David Feld..................... -- -- 250,000/0 $0/$0
Larry Feld..................... -- -- 100,000/0 0/0
Neal J. Fox(3)................. -- -- 0/0 0/0
Frank E. Johnson............... -- -- 400,000/0 0/0
Mycal Webster.................. -- -- 250,000/0 0/0
Bruce Weitz (3)................ -- -- 270,000/210,000 0/0

--------------------------
(1) No options were exercised by the named executive officers in fiscal
2001.

(2) The last sale price of the Common Stock on February 1, 2002, the last
trading day in fiscal 2000, as reported on the OTC Bulletin Board, was
$0.150 per share.

(3) Does not include options to purchase 100,000 shares granted each of Mr.
Fox and Mr. Weitz upon their appointment as directors in May 2000.

Employment Agreement

In August 2000, the Company entered into employment agreement with
Bruce Weitz. Under the agreement, Mr. Weitz is employed as the Company's Chief
Executive Officer at an annual salary of $400,00 and is eligible for an annual
bonus of up to $200,000, determined by the Compensation Committee of the Board
of Directors based upon: (i) the Company's financial performance and condition,
(ii) the executive's performance in view of goals and standards adopted by the
Board of Directors, and (iii) market conditions. In addition, Mr. Weitz was
granted an option to purchase 280,000 shares at the fair market value of the
common stock on the date of the agreement and is entitled to other benefits
under the agreement.

Mr. Weitz's employment will terminate upon his death and may be
terminated by the Company due to disability, for cause or, after the first year
of the term, upon 30 days prior notice to the executive. Mr. Weitz may terminate
his employment for good reason, defined as the material breach of the agreement
by the Company. If, at any time prior to August 30, 2004, the Company terminates
Mr. Weitz's employment without cause or Mr. Weitz terminates his employment for
good reason, then:

10-K/A 8th Page of 14 TOC 1st Previous Next ↓Bottom Just 8th
o the Company will pay Mr. Weitz a severance payment equal to Mr.
Weitz's annual base salary in effect on the date of termination,
payable in four equal quarterly installments, and

o Mr. Weitz's stock option granted under the agreement will
immediately vest as to 50% of the shares subject to the option, in
addition to any shares previously vested.

No severance payment is payable if Mr. Weitz is terminated after August
31, 2004. The agreement also contain noncompetition, nondisclosure and
nonsolicitation covenants.

The Company had entered into a similar agreement with Neal J. Fox in
connection with his employment as Vice Chairman, Merchandising and Marketing in
August 2000 until his resignation in November 2001.

Management Stock Option Plan

The Company's Management Stock Option Plan ("Management Plan") was
adopted by the Board in July 1997 and approved by the Bankruptcy Court on
December 12, 1997. The Management Plan was amended by the Board in January 2001
to increase the number of shares of Common Stock authorized for issuance under
the Management Plan by 2,550,000 shares. The purpose of the Management Plan is
to attract and retain officers, key employees and directors and to provide
additional incentive to them by encouraging them to invest in the Common Stock
and acquire an increased personal interest in the Company's business. The
Management Plan replaced the Company's Employee Stock Option Plan, Director
Stock Option Plan and 1995 Non-Employee Director Stock Option Plan (the "Prior
Plans"). All of the options which were outstanding under the Prior Plans
terminated automatically upon the confirmation of the Company's Plan of
Reorganization. Payment of the exercise price for options granted under the
Management Plan may be made in cash, shares of Common Stock or a combination of
both. Options granted pursuant to the Management Plan may not be exercised more
than ten years from the date of grant.

All officers, key employees and directors of the Company or any of its
current or future parents or subsidiaries are eligible to receive options under
the Management Plan. No individual may receive options under the Management Plan
for more than 25% of the total number of Shares of Common Stock authorized for
issuance under the Management Plan.

The Management Plan is administered by the Compensation Committee of
the Board of Directors. The Compensation Committee selects the optionees and
determines the nature of the option granted, the number of shares subject to
each option, the option vesting schedule and other terms and conditions of each
option. The Board of Directors may modify, amend, suspend or terminate the
Management Plan, provided that such action may not affect outstanding options.

Options to purchase an aggregate of 5,000,000 shares of Common Stock
may be granted pursuant to the Management Plan (subject to appropriate
adjustments to reflect changes in the capitalization of the Company). Options
granted under the Management Plan may be incentive stock options ("Incentive
Options") intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended, or options not intended to so qualify ("Non-Qualified

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Options"); provided that the Company may grant only 2,450,000 Incentive Options.
The option price for Incentive Options issued under the Management Plan must be
equal at least to the fair market value of the Common Stock on the date of the
grant of the option, provided, however, that if an Incentive Option is granted
to an individual who, at the time the option is granted, is deemed to own more
than 10 percent of the total combined voting power of all classes of stock of
the Company (a "10% Shareholder"), the option price will be at least 110 percent
of the fair market value on the date of grant. The option price for
Non-Qualified Options issued under the Management Plan may, in the sole
discretion of the Committee, be less than the fair market value of the Common
Stock on the date of the grant of the option. The fair market value of the
Common Stock on any date shall be determined by the Committee in accordance with
the Management Plan and generally shall be the last reported sale price of the
Common Stock on the Nasdaq National Market on such date, or if no sale took
place on such day, the last such date on which a sale took place.

All unexercised options terminate three months following the date an
optionee ceases to be employed by the Company or any parent or subsidiary of the
Company, other than by reason of disability or death (but not later than the
expiration date), whether or not such termination is voluntary, except that if
an optionee is terminated for cause, all unexercised options will terminate
immediately. Any option held by an employee who dies or who ceases to be
employed because of disability must be exercised by the employee or his
representative within one year after the employee dies or ceases to be an
employee (but not later than the expiration date). Options are not transferable
except in the event of death to the decedent's estate. No options may be granted
under the Management Plan after July 30, 2007.

Severance Plan

The Company adopted a Severance Plan to encourage the continued
employment of its employees during the Company's bankruptcy proceeding. The
provisions of the Severance Plan continued upon the Company's emergence from its
bankruptcy proceedings. All employees are entitled to participate in the
Severance Plan. In the event an employee's employment is terminated by the
Company without "Cause," such employee will be entitled to a continuation of his
or her base salary for a period of time based on the individual's position and,
in some cases, length of service with the Company. "Cause" is defined as the
willful and continued failure of the employee to perform his or her duties or
the willful engaging by employee in illegal conduct or gross misconduct
materially injurious to the Company. In addition, the employee is entitled to
continued medical benefits during the severance period, subject to reduction or
elimination in the event that the employee obtains medical benefits as a result
of new employment. Under the Severance Plan, executive officers will be entitled
to receive their base salary for from six to 18 months after termination of
their employment without Cause, depending on their position, except that any
compensation received by an executive officer who is a Vice President or above
as a result of new employment obtained during the severance period will be set
off against and reduce up to a maximum of one-half of the amount of severance
payable to the former executive officer.

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Change in Control Plan

The Company adopted a Change in Control Plan for its executive officers
and vice presidents which provides that, in the event their employment is
terminated by such employee voluntarily for "good cause" or involuntarily
without cause, they will be entitled to a lump sum cash payment consisting of
their base salary through the date of termination, a proportionate bonus based
upon the highest annual bonus, a pro rata retention bonus, if applicable, one or
two times, depending on their position, the executive's base salary equal to or
greater than the highest base salary paid to the executive by the Company during
the previous year and unpaid deferred compensation and vacation pay. In
addition, the executive is entitled to continued employee welfare benefits for
one or two years, depending upon their position. There is no obligation under
the part of the executive to mitigate damages. Good reason means: the diminution
of responsibilities, assignment to inappropriate duties, adjustments to
compensation or benefits provisions such that (a) the monthly base salary is
less than the highest monthly base salary paid to the executive by the Company
during the previous year, (b) annual incentive bonus opportunities which are
substantially similar to those which were available prior to the change of
control, (c) any earned retention bonus which is not paid according to the award
schedule or (d) savings, welfare benefits, fringe benefits or retirement plan
participation which is not substantially similar to that which was in effect
prior to the change of control, transfer more than 50 miles, a purported
termination of the Agreement by the Company other than in accordance with the
Agreement, or failure of the Company to require any successor to the Company to
comply with the Agreement. Determination by the executive of "good reason" shall
be conclusive if made in good faith.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth as of April 22, 2002 certain information
with respect to the beneficial ownership of the Common Stock (i) by each person
who is known by the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) by each director of the Company, (iii) by each executive
officer of the Company named in the Summary Compensation Table and (iv) by all
directors, nominees for directors and executive officers of the Company as a
group. Except as otherwise indicated, the beneficial owners of the Common Stock
listed below have sole investment and voting power with respect to such shares.

[Enlarge/Download Table]

Shares Beneficially Owned (1)
----------------------------------
Number Percent
---------- ---------

David Feld (2)................................................ 8,507,714 31.2%
Larry Feld (3) ............................................... 306,055 1.1
Neal J. Fox (4)............................................... 60,000 *
Verna K. Gibson (5)........................................... 387,500 1.4
Frank E. Johnson (6).......................................... 441,165 1.6
Eli Katz (7).................................................. 65,000 *
Leonard Wasserman (8)......................................... 313,131 1.2
Mycal Webster (9)............................................. 317,634 1.2
Bruce Weitz (10).............................................. 1,155,000 4.2
All directors and executive officers as a group (total of 10
persons) (11)............................................ 11,553,199 40.4

------------------------
* Less than one percent.

(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Securities and Exchange Commission and,
accordingly, include securities owned by or for the spouse, children or
certain other relatives of such person as well as other securities as
to which the person has or shares voting or investment power or has the
right to acquire within 60 days after April 22, 2002. The same shares
may be beneficially owned by more than one person. Beneficial ownership
may be disclaimed as to certain of the securities.

10-K/A 11th Page of 14 TOC 1st Previous Next ↓Bottom Just 11th
(2) Includes options to purchase 250,000 shares under the Management Stock
Option Plan. Also includes 1,175 shares allocated to Mr. David Feld's
account in the 401(k) Profit Sharing Plan and 210,000 shares currently
held by Mr. Feld which are subject to an option purchase agreement held
by Alex. Brown Incorporated. A total of 5,439,578 shares have been
pledged by Mr. David Feld to secure certain personal loans. Excludes
124,100 shares held in trusts for the benefit of Mr. David Feld's
children, as to which Mr. David Feld disclaims beneficial ownership.
Mr. David Feld's address is c/o Today's Man, Inc., 835 Lancer Drive,
Moorestown, New Jersey 08057.

(3) Includes options to purchase 100,000 shares under the Management Stock
Option Plan. Also includes 1,197 shares allocated to his account in the
401(k) Profit Sharing Plan and 100 shares held by Mr. Larry Feld in
trust for his son.

(4) Consists of options to purchase 60,000 shares under the Management
Stock Option Plan.

(5) Includes options to purchase 100,000 shares under the Management Stock
Option Plan.

(6) Includes options to purchase 400,000 shares under the Management Stock
Option Plan. Also includes 2,199 shares allocated to his account in the
401(k) Profit Sharing Plan.

(7) Includes options to purchase 60,000 shares under the Management Stock
Option Plan.

(8) Includes 31,878 shares which Mr. Wasserman has agreed to transfer to
the Company as part of the forgiveness of certain debt owed to the
Company. Also includes 2,131 shares allocated to his account in the
401(k) Profit Sharing Plan and 124,100 shares held in trusts for the
benefit of Mr. David Feld's children for which trusts Mr. Wasserman is
trustee. Excludes shares held in trusts for the benefit of Mr.
Wasserman's children and grandchildren. Mr. Wasserman disclaims
beneficial ownership as to all such trust shares.

(9) Includes options to purchase 250,000 shares under the Management Stock
Option Plan and 6,324 shares allocated to his account in the 401(k)
Profit Sharing Plan.

(10) Includes options to purchase 330,000 shares under the Management Stock
Option Plan

(11) Includes an aggregate of options to purchase 1,550,000 shares under the
Management Stock Option Plan held by all directors and executive
officers as a group.

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Item 13. Certain Relationships and Related Transactions.

Certain Transactions

Executive Equity Plan Loans. The Company made loans to the former
participants of the Company's Executive Equity Plan to permit them to pay their
federal and state income tax resulting from the termination of that plan in 1992
and the conversion of the participant's interests in the plan into shares of
Common Stock, including loans of $239,085 to Mr. Wasserman and $272,798 to Mr.
Larry Feld. These loans bear interest at 1% above the prime rate, were payable
in a single payment of principal and interest on April 14, 1996 (plus a 30 day
grace period), subject to prepayment if the shares are sold or the participant's
employment with the Company terminates, and are secured by a pledge of a portion
of the shares. The Company believes that the interest rate of these loans was
comparable to the interest rate that participants could obtain from unaffiliated
parties but that the repayment terms are more favorable. Certain of these loans,
including Mr. Larry Feld's loan, are past due. The Company currently is
evaluating appropriate arrangements with the obligors of these loans. In
connection with the retirement of Mr. Wasserman and his agreement to provide
consulting services to the Company, in February 2000 the Company forgave
principal and interest of $293,957.88 owed by Mr. Wasserman to the Company and
Mr. Wasserman agreed to transfer to the Company 31,878 shares of common stock
which had been pledged to the Company to secure such debt.

Leases. The Company leases its executive offices, distribution center
and certain adjoining land, located in Moorestown, New Jersey, and three of its
superstores from Mr. David Feld. Set forth below is information with respect to
those leases. Except as noted below, the Company pays an annual base rental and
all operating expenses during the term of the lease, including property taxes
and insurance. None of the leases have unexercised renewal options.

[Enlarge/Download Table]

Lease Lease
Commencement Termination Annual Base
Location Date Date Rental (1)
--------------------------------------------- ------------ ----------- ------------

Center City Philadelphia, PA................. 1980 n/a $365,700 (2)
Deptford, NJ................................. 1985 2013 245,600 (3)
Moorestown, NJ............................... 1988 2009 739,200
Langhorne, PA................................ 1988 2008 398,800 (3)

-----------------------
(1) Does not include taxes, insurance and other operating expenses payable
by the Company.

(2) The Company closed this store in the third quarter of fiscal 2000 but
continues paying rent under the lease.

(3) Increases annually based upon increases in the Consumer Price Index.

The Company leases from Mr. David Feld a parcel of land adjacent to the
Company's Montgomeryville store for use as a parking lot pursuant to a two year
lease which expired in March 1994. The Company paid an annual base rental of
$81,000 plus all operating expenses during the term of this lease. The Company
continues to lease this parcel on a month-to-month basis.

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In fiscal 2001, the Company paid an aggregate of $1,817,300 to Mr.
David Feld under all leases with him. The Company believes that the terms of
each of the leases with Mr. David Feld are no less favorable to the Company than
those generally available from unaffiliated third parties. The Company will not
lease additional facilities to or from any officers, directors or affiliated
parties without the approval of its non-employee directors.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized on June 3, 2002.

TODAY'S MAN, INC.

By: /s/ David Feld
-----------------------
David Feld
Chairman of the Board

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	7/30/07	9
	8/31/04	8
	8/30/04	7
	2/1/03	2		8-K, NT 10-K
	1/21/03	5
Filed on:	6/3/02	14
	5/20/02	2		10-K
	4/22/02	1	10
	2/3/02	5
	2/2/02	2		10-K, NT 10-K
	2/1/02	7
	11/30/01	5
For Period End:	2/3/01	1	2	10-K/A, 10-K405
	1/31/00	4
	1/29/00	2		10-K, 10-K/A, NT 10-K
	1/30/99	2		10-K, 10-K/A
	1/31/98	2		10-K405
	12/12/97	8		8-K
	8/13/97	3
	2/1/97	2		10-K
	4/14/96	12
	2/3/96	2
	2/2/96	3
	1/28/95	2
	1/29/94	2
	1/30/93	2
	2/1/92	2
				List all Filings

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Filing Submission 0000950116-02-001274 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Todays Man Inc – ‘10-K/A’ for 2/3/01

On: Monday, 6/3/02, at 5:15pm ET · For: 2/3/01 · Accession #: 950116-2-1274 · File #: 0-20234

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