** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**WASHINGTON,D.C. 20549

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**FORM10-K/A**

**FOR ANNUAL ANDTRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

**(MARK ONE)**

** **
| **x**      | ** ** | **AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|------------|--------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | **FOR THE FISCAL YEAR ENDED DECEMBER 30, 2006**                                                              |

** **

**or**

 
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF**  |
|------------|------------|------------------------------------------------------------|
| ** ** |       | **THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE  REQUIRED)** |

 

#### **Commission file number 0-10345**

**CACHE,INC.** (Exact name of registrant as specified in its charter)

| **Florida**                               | ** ** | ** ** | ** ** | **59-1588181**                     |
|-------------------------------------------|------------|------------|------------|------------------------------------|
| (State or other  jurisdiction of          |       |       |       | (IRS Employer  Identification No.) |
| incorporation or  organization)           |       |       |       |                               |
|                                      |       |       |       |                               |
| **1440  Broadway, New York, New York**    |       |       |       | **10018**                          |
| (Address of  principal executive offices) |       | ** ** |       | (Zip Code)                         |

 

Registrant’s telephonenumber, including area code:  **(212) 575-3200**

Securities registeredpursuant to Section 12(b) of the Act: none

Securities registeredpursuant to Section 12(g) of the Act**:**

Common Stock $.01par value

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#### **(Title of Class)**

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 the Securities Act.   Yes o   Nox

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act. Yes o   No x

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tofiling requirements for the past 90 days. Yes x   No o

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer or a non-accelerated filer (asdefined in Rule 12b-2 of the Exchange Act).

| Large Accelerated Filer o |   | Accelerated Filer x |   | Non-Accelerated  Filer o |
|---------------------------|--------|---------------------|--------|--------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    Yes o   No x

Theaggregate market value of voting stock held by non-affiliates of the registrantwas approximately $220 million as of June 30, 2006, the last business dayof the registrant’s most recently completed second fiscal quarter, based uponthe closing sale price of $17.34 of the registrant’s Common Stock as reportedon the Nasdaq National Market on such date. Shares of Common Stock held by eachexecutive officer and director and by each person who owns 10% or more of theoutstanding Common Stock have been excluded in that such persons may be deemedto be affiliates. This determination of affiliate status is not necessarilyconclusive for other purposes.

**As ofApril 30, 2007, 16,296,733 common shares were outstanding.**

 

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**ITEM10.     DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT**

The following tablelists certain information regarding the executive officers and directors of theCompany: 
| **Name**            | ** ** | **Position and Offices**                             | ** ** |
|---------------------|------------|----------------------------------------------------------------|------------|
| Brian Woolf         |       | Chief  Executive Officer and Chairman of the Board             |       |
| Thomas E. Reinckens |       | Chief  Operating Officer and President                         |       |
| Margaret J. Feeney  |       | Chief  Financial Officer and Executive Vice President, Finance |       |
| Allan N. Jacobson   |       | Executive  Vice President, Sourcing and Distribution           |       |
| Gene G. Gage        |       | Director  (1), (2), (3)                                        |       |
| Arthur S. Mintz     |       | Director  (1), (2), (3)                                        |       |
| Andrew M. Saul      |       | Director  (2), (3)                                             |       |
| Morton J. Schrader  |       | Director (1), (2), (3)                                         |       |

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(1)          Member ofthe Audit Committee.

(2)          Member ofthe Compensation and Plan Administration Committee.

(3)          Member ofthe Nominating and Corporate Governance Committee.

**BrianWoolf,**age 58. Mr. Woolf has served as our Chief ExecutiveOfficer and Chairman of the Board since October 2000. From March 1999 toOctober 2000, Mr. Woolf served as Vice President and General MerchandiseManager for The Limited.

**ThomasE. Reinckens,** age 53. Mr. Reinckens has served asPresident and Chief Operating Officer since October 2000. Mr. Reinckens joinedour Company in February 1987 and has held various positions throughout his tenure,most recently serving as Chief Financial Officer from November 1989 to October2000 and as Executive Vice President from September 1995 to October 2000. Mr.Reinckens previously served as a director of Cache from February 1993 untilOctober 2004.

**MargaretJ. Feeney,**age 49. Ms. Feeney has served asExecutive Vice President, Finance and Chief Financial Officer since May 2005. Ms. Feeney was promoted to VicePresident, Finance in July 2001.  Ms.Feeney has served in a variety of financial and operational capacities with ussince 1992.

**AllanN. Jacobson,** age 55. Mr. Jacobson has served asExecutive Vice President, Sourcing and Production since February 2006. Prior tojoining us, Mr. Jacobson served as the Managing Director of Link Trading (FE),Ltd., an apparel sourcing company, from 1993 to 2006.

**Gene G.Gage,** age 59. Mr. Gage has served as one of our directorssince September 2004. Since January 2002, Mr. Gage has served as thePresident  and  Chief Operating Officer of Gage Associates,LLC, a firm which provides financial planning and services to individuals andbusinesses. From March 2000 to January 2002, Mr. Gage served as Chief ExecutiveOfficer and as the director of ICDL-US, LLC, a company providing computerliteracy training skills for desktop software applications. He is a certifiedpublic accountant, as well as a certified financial planner.

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**ArthurS. Mintz,**age 61. Mr. Mintz has served as one ofour directors since September 2002. Mr. Mintz served as the President of Beesand Jam, Inc., an apparel manufacturer from 1971 until 2006. Since April 2007,Mr. Mintz has been active as a consultant in the retail apparel industry.

**AndrewM. Saul,**age 60. Mr. Saul has served as one of our directors since1986. Mr. Saul served as our Chairman of the Board from February 1993 toOctober 2000. Since 1986, Mr. Saul has been a partner in Saul Partners, aninvestment partnership.

**MortonJ. Schrader,**age 75. Mr. Schrader has served as one ofour directors since 1989. Mr. Schrader was the President of Abe Schrader Corp.,a manufacturer of women’s apparel from 1968 until March 1989. Since 1989, Mr.Schrader has been active as a real estate broker and is a principal of PBSRealty Advisors.

**COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS**

During the fiscal year ended December 30, 2006 (“Fiscal2006”), the Board of Directors held five meetings. Each then-current Directorattended all of such Board meetings. The Board of Directors has an AuditCommittee, a Nominating and Governance Committee, as well as a Compensation andPlan Administration Committee.  The AuditCommittee, established in July 1989, currently consists of Messrs. ArthurMintz, Morton Schrader and Gene Gage. The Audit Committee held four meetings inFiscal 2006. Each then-current member of the Committee attended all suchCommittee meetings.

Duties of the Audit Committee include meeting with theindependent accountants and certain personnel of the Company to discuss theplanned scope of their examinations, the adequacy of internal controls andfinancial reporting; reviewing the results of the annual examination of thefinancial statements and periodic internal audit examinations; reviewing theservices and fees of the Company’s independent accountants; authorizing specialinvestigations and studies; and performing any other duties or functions deemedappropriate by the Board of Directors. The Board of Directors has determined that Gene Gage is qualified toserve as the Audit Committee’s financial expert and Chairman. Messrs. Gage,Mintz and Schrader are independent, as such term is defined in the NASDAQlisting standards.

The Board of Directors has adopted a written charterfor the Audit Committee.  The charter hasnot changed from the charter filed with our 2001 proxy statement.

The Compensation and Plan Administration Committee wasestablished in July 1991 as the Plan Administration Committee to administer theCompany’s stock option plans. In May 1993, it was renamed the Compensation andPlan Administration Committee and delegated additional authority to determinethe remuneration arrangements for the three most senior executive officers andto review and approve the remuneration arrangements for the Company’s otherexecutive officers. It currently consists of Messrs. Andrew Saul, Arthur Mintz,Morton Schrader and Gene Gage. The Compensation and Plan AdministrationCommittee met one time in Fiscal 2006. Each then-current member of theCommittee attended such meeting.

The Board of Directors adopted a written charter inAugust 2004 for the Compensation and Plan Administration Committee.

The Board of Directors established the Nominating andGovernance Committee in September 2004. The Committee currently consists of Messrs. Andrew Saul, Gene Gage,Arthur 

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Mintz and MortonSchrader. The Nominating and Governance Committee is responsible foridentifying, evaluating and recommending director nominees to the Board ofDirectors.

The Nominating and Governance Committee will considercandidates for the Board from any reasonable source, including stockholderrecommendations.  The Nominating andGovernance Committee does not evaluate candidates differently based on who hasmade the proposal.  Stockholders who wishto suggest qualified candidates should write to Victor J. Coster, CorporateSecretary, at the Company’s headquarters’ address.  These recommendations should include detailedbiographical information concerning the nominee, his or her qualifications tobe member of the Board, and a description of any relationship the nominee hasto be a stockholder making the recommendation or to other stockholders of theCompany.  A written statement from thecandidate consenting to be named as a candidate and, if nominated and elected,to serve as director, subject to the candidate’s due diligence of the Company,should accompany any such recommendation. Stockholders who wish to nominate a director for election at an annualmeeting of stockholders of the Company must comply with the Company’s By-Laws, regardingstockholder proposals and nominations.

While the Nominating and Governance Committee does nothave minimum qualification requirements for candidates, it does assess whethercandidates have good business judgment, high ethical standards, substantialexperience in the Company’s line of business or other applicable fields such asscience or technology, and ability to prepare for and attend Board meetings,committee meetings and stockholder meetings. The Nominating and Governance Committee also considers whethercandidates are independent and possess leadership qualities.

**ITEM11.     EXECUTIVE COMPENSATION**

**COMPENSATIONDISCUSSION AND ANALYSIS**

**Principal Objectives DrivingCompensation Practices**

Our compensationphilosophy, reflected in our compensation practices for fiscal year 2006, wasdeveloped to drive the achievement of our two key business objectives:consistent sales growth and consistent net income growth. We designed ourincentive compensation programs using performance metrics closely tied to theachievement of these goals, as described below. We balanced our need to attractand retain highly talented executives with our desire to reward executivesprimarily for achieving performance targets. We accomplished this bystructuring a competitive compensation program with a fixed component of totalcompensation and a significant, incentive-based component designed to motivateand reward executives for contributions to the advancement of our key businessobjectives.

We generally pay ourexecutives annual base salaries as described below. We design our compensationprograms so that if targeted objectives are achieved, total compensation to theexecutive will increase. “Total compensation” includes the sum of base salary,short-term cash incentive compensation and equity incentive compensation.Recognizing the importance of implementing pay-for-performance practices, wealso structure our compensation programs so that if the Company’s performanceexceeds target levels, total compensation to the executive may increase. If theCompany, however, fails to achieve its targeted objectives, total compensationwill not increase. We may set target compensation on an ad hoc basis when webelieve that it is important to attract or retain key executive officers. We willuse tally sheets, as described below, to assist us in measuring ourcompensation programs against our design objectives. We will be assisted,starting in fiscal 2007, in these matters by a compensation consultant, asdescribed below.

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We use both equity andcash in our incentive-based compensation. We designed our short-term incentivecompensation to reward executives for the Company’s achievement of annual goalsand our long-term incentive compensation to reward them based on longer termcorporate performance. Our short-term incentive compensation is paid in cashand our long-term incentive compensation is primarily comprised of  equity components. The Compensation Committeereviews annually the allocation between the short-term and long-term and cash andequity elements of compensation and determines the distribution based on theCompany’s current business goals and competitive market practices.

Our Chief ExecutiveOfficer and our Chief Operating Officer each have an employment agreement andour Executive Vice President of Sourcing and Production has a letter agreementwith the Company, each of which are more fully described below. We offerminimal perquisites to our named executive officers. Our current namedexecutive officers participate in a broad-based, tax-qualified pension plan onterms that do not favor such executives, and the Company does not offer anysupplemental retirement plans to its named executive officers.

**Processes for DeterminingCompensation for our Named Executive Officers**

***CompensationCommittee—Working with our Compensation Consultant and Management***

During fiscal year 2006,the Compensation Committee reviewed its compensation practices and programs toensure they were designed to drive the attainment of the Company’s key businessobjectives. As part of this process, the Compensation Committee recently hireda nationally recognized compensation consultant to provide the Committee withinformation regarding industry compensation practices and developments andcomparative data necessary to evaluate executive compensation. The compensationconsultant will also provide executive compensation advice to the Company withthe Compensation Committee’s authorization. The Compensation Committee willspecify the services to be performed by the consultant.

The compensationconsultant will provide its views and make recommendations to the CompensationCommittee regarding executive compensation, including that of the ChiefExecutive Officer. Our human resources staff will meet regularly with the compensationconsultant to ensure that it has the compensation information it needs toadvise the Compensation Committee. Although the compensation consultant worksclosely with management and the Compensation Committee, we do not believe thatits independence is compromised.

Management regularlymeets with the Compensation Committee to assist the Committee in makingcompensation decisions regarding our executives. We believe that since ourmanagement has extensive knowledge regarding our business, they are in aposition to provide valuable input. For example, our Chief Financial Officerprovides input relevant to setting performance goals and certifies to theCompensation Committee the level of achievement of our performance targetsunder our Management Performance Compensation Plan (the “PerformanceCompensation Plan”). Our Chief Executive Officer makes recommendations to theCommittee regarding the compensation of his direct reports.

***Tally Sheets***

As part of theCompensation Committee’s annual evaluation of compensation to our namedexecutive officers, the Committee will review tally sheets setting out eachcomponent of the executive’s compensation, the aggregate amount of his or hertotal compensation, and projected and historical compensation earned by such person.The specific elements of compensation to be considered in the tally sheets usedby the Committee will include:

·   basesalary;

·   annualcash incentive awards and any other bonuses, if applicable;

·   equityand long-term cash incentive compensation;

·   amountsrealized upon the vesting of restricted stock and exercise of stock options;

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·   thevalue of the Company’s unvested restricted stock and unexercisable stockoptions held by such executive officer;

·   perquisitesand other personal benefits;

·   potentialpayments upon various termination scenarios, including change in control; and

·   anyearnings under the Company’s deferred compensation and pension plans, if theexecutive participates.

The CompensationCommittee’s review of tally sheets will provide the Committee with a formalmechanism through which the Committee is able to ensure that the Company’scompensation programs and practices are consistent with the Company’scompensation philosophy and its overall business objectives.

**Our Incentive CompensationPrograms**

***Short-TermCash Incentive Compensation***

We provide ourexecutives with short-term incentive compensation in the form of an annual cashbonus under the Performance Compensation Plan. The Compensation Committee hasbased the compensation plan objectives upon a corporate net income target foroverall corporate performance.

For fiscal year 2004,the Company as a whole did not meet its corporate net income objectives. Basedon the Company’s performance during fiscal year 2004, the Company did not exceedits corporate net income target for fiscal 2004 and, accordingly, our currentnamed executive officers did not receive a payout for that year.

For fiscal year 2005,the Company paid its executives only a portion of their target bonuses under thePerformance Compensation Plan, since the Company as a whole did not meet itscorporate net income objectives, based on fourth quarter performance. During thefourth quarter of fiscal 2005, the Company’s performance reached 100% of the fourthquarter fiscal 2005 corporate net income targets.

For fiscal year 2006,the Company as a whole did not meet its corporate net income objectives.  Based on the Company’s performance duringfiscal year 2006, the Company did not exceed its corporate net income targetfor fiscal 2006 and, accordingly, our current named executive officers will notreceive a payout for that year.

We have established anincentive compensation matrix that sets out varying levels of payment to bemade to an executive based on the percentage of the corporate net income andoperating profit targets achieved. For the corporate net income target and theoperating profit target for the Company, the matrix ranges from a minimumthreshold of 80% of the target, at which the executive is eligible to receive 50%of his or her individual target payout, and a maximum of 145% of the target, atwhich the executive is entitled to receive 200% of his or her individual targetpayout.

From time to time, theCompensation Committee may exercise its discretion to approve bonuses outsideof the Performance Compensation Plan.

***Long-TermEquity Incentive Compensation***

In addition to cashincentive compensation, the Compensation Committee awards equity grants. TheCompany believes that stock option awards further align executives’ interestswith those of stockholders and focus management on building long-termstockholder value.

We generally make equitygrants to our named executive officers at the time of their hire and review compensationpolicy annually. We also make grants during other times of the year whenrequired for new hires, promotions and other business reasons. In determiningthe timing of equity grants, the Committee only considers valid businesspurposes and does not take into account fluctuations in the price of theCompany’s common stock.

The grant date of anequity award is determined as described below:

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|        |   | • |   | if the award was approved at a special meeting of  the Compensation Committee, the date of that meeting; and                                                                                   |
|--------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   |                                                                                                                                                                                           |
|   |   | • |   | if the award was made by the Chief Executive Officer  under authority delegated to her by the Compensation Committee, the date that  he signs a writing containing the key terms of the grant. |

Notwithstanding theforegoing, if the award was made in connection with a new hire, the grant dateis the start date of employment of such person.

The exercise price for stockoptions is the fair market value of the Company’s common stock on the grantdate, which is set as the closing price per share of the common stock on theNasdaq Stock Exchange for the trading day immediately preceding the grant date.As a result, the options do not have any intrinsic value to the executiveunless the market price of the common stock rises.

**Change in Control and otherTermination Events**

*Severance*

The Company hasemployment agreements with Mr. Woolf and Mr. Reinckens, which were enteredinto on  February 8, 2006, in connectionwith the expiration of Mr. Woolf’s previous agreement. This agreement providesfor payments to be made to Messrs. Woolf and Reinckens upon certaintermination events, including a Change in Control of the Company (as definedunder their employment agreements). During fiscal year 2006 our other currentnamed executive officers did not have employment agreements with the Company,except for the letter agreement with Mr. Jacobson described below.

The Company has a letteragreement with Mr. Jacobson under which he is entitled to receive aseverance payment in an amount equal to his annual base salary at the time oftermination, payable over a 12-month period from the date of termination.

*Equity*

No new incentive ornon-qualified stock options were granted in fiscal 2006.

**Compliance withSection 162(m) of the Internal Revenue Code**

Section 162(m) ofthe Code generally disallows deductions to publicly traded companies forcompensation paid to its named executive officers in excess of $1.0 million ina taxable year, with certain exceptions for qualified “performance-basedcompensation.” The Company considers the potential non-deductibility of certaincompensation in making its compensation decisions.  For those types of compensation that canqualify as performance-based compensation, the Company attempts to meet thequalification requirements.

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**SUMMARYCOMPENSATION TABLE**

The table below setsforth the total compensation paid or earned by (i) the Company’s ChiefExecutive Officer and Chief Financial Officer during the fiscal year endedDecember 30, 2006, and (ii) the Company’s two most highly compensatedexecutive officers other than the Chief Executive Officer and Chief FinancialOfficer who were serving as executive officers as of December 30,2006.  For a description of anyemployment agreements between the Company and any named executive officers, seethe “Compensation Discussion and Analysis” and the “Payments and Entitlementsupon Change in Control and other Termination Events” sections of this proxystatement.

 
| **Name and  Principal Position**                                          | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)** | ** ** | **Option  Awards  ($) (1)** | ** ** | **All Other  Compensation  ($) (2)** | ** ** | **Total  ($)** | ** ** |
|-------------------------------------------------------------------------------------|------------|----------|------------|-----------------|------------|----------------|------------|----------------------------------|------------|------------------------------------------------|------------|----------------|------------|
| Brian Woolf   Chairman and  Chief Executive Officer                                 |       | 2006     |       | $               | 716,346    |           | $          | 200,000                          |       | $                                              | 536,458    |           | $          | 38,885 |   | $ | 1,491,689 |   |
|                                                                                |       |     |       |            |       |           |       |                             |       |                                           |       |           |       |
| Thomas E. Reinckens  President and Chief  Operating Officer                         |       | 2006     |       | 525,385         |       | 150,000        |       | 307,037                          |       | 33,126                                         |       | 1,015,548      |       |
|                                                                                |       |     |       |            |       |           |       |                             |       |                                           |       |           |       |
| Margaret J. Feeney  Executive Vice  President, Finance and Chief  Financial Officer |       | 2006     |       | 243,269         |       | 50,000         |       | 76,252                           |       | 4,879                                          |       | 374,400        |       |
|                                                                                |       |     |       |            |       |           |       |                             |       |                                           |       |           |       |
| Allan N. Jacobson  Executive Vice  President, Sourcing  and Distribution (3)        |       | 2006     |       | $296,154        |       | —         |       | —                           |       | $                                              | 6,769      |           | $          | 302,923 |   |
|                                                                                     |            |          |            |                 |            |                |            |                                  |            |                                                |            |                |            |  |  |  |  |  |

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| (1) | The amounts in these columns reflect the dollar  amount of awards pursuant to the Company’s equity incentive plans recognized  as compensation expense for financial statement reporting purposes for the  fiscal year ended December 30, 2006 in accordance with Statement of Financial  Accounting Standards No. 123(R), Share-Based Payment, as interpreted by  Securities and Exchange Commission Staff Accounting Bulletin No. 107, (“SFAS  No. 123(R)”) and thus may include amounts related to awards granted in  and prior to 2006. Assumptions used in the calculation of these amounts for  fiscal years ended December 30, 2006 are included in footnote 10 to the  Company’s audited financial statements for the fiscal year ended December 30,  2006 in the Company’s Annual Report on Form 10-K.  |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*(footnotescontinued on next page)*

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*(footnotes continued fromprevious page)*
|  (2) | Represents $17,298 for group medical insurance,  $9,954 for long-term disability insurance, $5,653 for executive life  insurance, $1,857 for car allowance, $4,123 for matching contributions made  by the Company on behalf of Mr. Woolf under the Company’s 401(k) savings  plan.     |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                              |
|      | Represents $17,298 for group medical insurance,  $6,872 for long-term disability insurance, $3,717 for executive life  insurance, $1,857 for car allowance, $3,382 for matching contributions made  by the Company on behalf of Mr. Reinckens under the Company’s 401(k)  savings plan. |
|      |                                                                                                                                                                                                                                                                                              |
|      | Represents $1,486 for car allowance, $3,393 for  matching contributions made by the Company on behalf of Ms. Feeney under  the Company’s 401(k) savings plan.                                                                                                                           |
|      |                                                                                                                                                                                                                                                                                              |
|      | Represents $6,769 for car and relocation allowances  for Mr. Jacobson.                                                                                                                                                                                                                            |
|      |                                                                                                                                                                                                                                                                                              |
|  (3) | Mr. Jacobson began employment with the Company  on February 21, 2006.                                                                                                                                                                                                                   |

 

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**GRANTSOF PLAN-BASED AWARDS IN FISCAL YEAR 2006**

The Company did not grant any new incentive ornon-qualified stock option awards during the fiscal year ended December 30,2006.

The table below showsthe number of shares of the Company’s common stock covered by exercisable and unexerciseablestock options held by the Company’s named executive officers onDecember 30, 2006.

**OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END**

 
| ** **          | ** ** | **Option Awards**                                                                 | ** ** |
|---------------------|------------|----------------------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Unexercisable** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option  Expiration  Date** | ** ** |
| ** **          | ** ** | ** **                                                                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Brian Woolf         |       | 67,250                                                                                 |       | — |   | $  4.69 |   | April  12,  2012 |   |
|                |       | 232,750                                                                                |       | 131,.250 | (1) | 12.65 |   | July  22, 2013 |   |
|                |       | 34,250                                                                                 |       | 15,750 | (2) | 15.17 |   | January 22, 2014 |   |
|                |       |                                                                                   |       |   |   |   |   |   |   |
| Thomas E. Reinckens |       | 6,328                                                                                  |       | — |   | 4.69 |   | April  12, 2012 |   |
|                |       | 121,875                                                                                |       | 65,625 | (1) | 12.65 |   | July  22, 2013 |   |
|                |       | 36,750                                                                                 |       | 15,750 | (2) | 15.17 |   | January 22, 2014 |   |
|                |       |                                                                                   |       |   |   |   |   |   |   |
| Margaret J. Feeney  |       | 27,550                                                                                 |       | 15,750 | (1) | 12.65 |   | July  22, 2013 |   |
|                |       | 9,000                                                                                  |       | 11,000 | (3) | 11.53 |   | May  3,  2015 |   |

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(1)                                  Thisaward vests on July 22, 2007. 

(2)                                  Thisaward vests on January 22, 2008. 

(3)                                  Thisaward may vest, subject to performance vesting, in two equal installments of5,000 shares on each of December 31, 2007 and 2008, with the remaining 1,000options vesting on May 3, 2009. 

Thetable below shows the number of shares of the Company’s common stock acquiredby each named executive officer during fiscal year 2006 upon the exercise ofstock options. 

**OPTION EXERCISES FOR FISCAL YEAR 2006**
| ** **           | ** ** | **Option Awards**   | ** ** |
|----------------------|------------|--------------------------|------------|
| ** **           | ** ** | **Number of**       | ** ** | ** ** | ** ** |
| ** **           | ** ** | **Shares Acquired** | ** ** | **Value Realized** | ** ** |
| ** **           | ** ** | **on Exercise**     | ** ** | **on Exercise** | ** ** |
| **Name**             | ** ** | ** **               | ** ** | **(#)** | ** ** | **($)** | ** ** |
| Brian Woolf          |       | 182,500                  |       | $ | 3,471,843 |   |
| Thomas E.  Reinckens |       | 39,922                   |       | 696,731 |   |
| Margaret J.  Feeney  |       | 5,450                    |       | 65,011 |   |
| Allan N. Jacobson    |       | —                   |       | — |   |
|                      |            |                          |            |  |  |  |  |  |

 

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**CACHE 401(K)SAVINGS PLAN**

The Cache 401(K) SavingsPlan is a tax-qualified retirement plan generally available to all eligibleemployees upon completion of a 12-month period during which the employeecompletes 1,000 hours of service. Employees may defer up to 18% of his or herannual salary or a annual maximum contribution of $15,000, whichever is less,during the calendar year. In addition, the Company matches the first 1.25% ofthe first 3% deferred by each eligible employee during the calendar year.

**PAYMENTS ANDENTITLEMENTS UPON CHANGE IN CONTROL ANDOTHER TERMINATION EVENTS**

The following is adescription of the specific circumstances relating to termination of employmentand change in control of the Company that will trigger payments to each namedexecutive officer and a calculation of the estimated payments to such officersas a result of the occurrence of such events had they occurred on December 30,2006, the end of the Company’s fiscal year.

**Brian Woolf**

The Company has athree-year employment agreement with Mr. Woolf, which was entered into onFebruary 8, 2006. This agreement provides for payments to be made toMr. Woolf upon certain termination events, including a “Change in Control”of the Company (generally defined as (i) the acquisition of 50% or more ofCompany common stock, (ii) a change in the majority of the Board ofDirectors not approved by at least 50% of the incumbent directors or(iii) the occurrence of certain reorganizations, mergers or consolidationsinvolving the Company).

Under Mr. Woolf’semployment agreement, if any of the following termination events (the “TerminationEvents”) occurs:

·                  Mr. Woolf’s employment is terminatedby the Company without “Cause” (generally defined as conviction for thecommission of a felony; dishonesty; refusal to follow directions of the Board;gross nonfeasance; breach of confidentiality or restrictive covenantprovisions; or certain other instances of willful misconduct); 

·                  Mr. Woolf’s employment is terminatedby Mr. Woolf for Good Reason (as defined below);  or

·                  Mr. Woolf’s employment is terminateddue to Disability (which entails his inability to perform his duties as aresult of physical or mental incapacity for a period of 6 consecutive months).

In the case of atermination due to Disability, the Company shall have no further liability toMr. Woolf, except for any unpaid salary and benefits accrued to the date oftermination. In the event of Mr. Woolf’s Disability, and untilMr. Woolf reaches the age of 65, Mr. Woolf is entitled to receivepayments under the Company’s applicable short-term and long-term disabilityplans.

During the term ofMr. Woolf’s employment agreement, the Company is required to maintain asupplemental life insurance policy on behalf of Mr. Woolf. This policyprovides for a death benefit to his beneficiary of no less than three timesannual salary, the proceeds of which would be paid upon his death.

11

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If following a Change inControl, Mr. Woolf’s employment is terminated without Cause or heterminates his employment for Good Reason, then Mr. Woolf is entitled toreceive a lump-sum cash severance payment equal to two times his annual salary,at the time of termination.

Mr. Woolf has “Good Reason” toterminate his employment with the Company six months after a Change in Control.

Upon a Termination Event, alltime-vesting stock options granted to Mr. Woolf will fully vest.

In the case of a Change in Control,regardless of whether his employment is terminated, all stock option awardsgranted to Mr. Woolf will vest and will become exercisable in accordancewith the stock option award agreements under which such options were granted.

Mr. Woolf is subject tonon-solicitation and non-competition covenants during his employment, duringthe period in which he receives severance payments and, in the case where theCompany terminates his employment for Cause or Mr. Woolf terminates hisemployment without Good Reason, for the following 24 months.

Assuming the occurrence of the followingtermination events and/or change in control on December 30, 2006 (the endof the Company’s 2006 fiscal year), Mr. Woolf would be entitled to receivethe additional payments set out in the table below:

**PotentialPayments to Brian Woolf upon the Occurrence of Certain Events**
| **Component of  Compensation** | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change in  Control of  Company  with the  Executive’s  Termination** | ** ** |
|-------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| Cash Severance  (base salary)       |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | 1,519,712                                                           |       | $                                                       | —     |                                                                                          | —     |                                                                                       | —     |   | $ | 1,519,712 |   |
| Stock Options(1)—  Accelerated |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | —                                                              |       | $                                                       | —     |                                                                                          | $          | —                                                                                     |       | $ | 722,325 |   | $ | 722,325 |   |
| Health &  Welfare               |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | 36,259                                                              |       | $                                                       |       |                                                                                          | —     |                                                                                       | —     |   | $ | 36,259 |   |
| Other                               |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | $                                                                   | 1,215,000  | (3)                                                     | $     | 2,175,000                                                                                     | (2)        | —                                                                                     |       | $ |   |   |
|                                |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                                       |       |
| Total                               |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | 1,555,971                                                           |       | $                                                       | 1,215,000  |                                                                                          | $          | 2,175,000                                                                                  |       | $ | 722,325 |   | $ | 2,278,296 |   |

----

(1)             For the table aboveas well as for all the tables that follow in this section entitled, “PotentialPayments upon Change in Control or Other Termination Events”, for the stockoptions, the value represents the number of the option shares outstanding for theexecutive multiplied by the difference between the Company’s 2006 fiscal yearend stock price and the option’s exercise price.

(2)             Represents the deathbenefit payable to Mr. Woolf’s beneficiary under basic and supplementallife insurance policies.

(3)             Represents paymentsunder the Company’s short-term and long-term disability plans. 

12

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**Thomas E. Reinckens**

The Company has a three-year employmentagreement with Mr. Reinckens, which was entered into on February 8, 2006.This agreement provides for payments to be made to Mr. Reinckens uponcertain termination events, including a “Change in Control” of the Company(generally defined as (i) the acquisition of 50% or more of Company commonstock, (ii) a change in the majority of the Board of Directors not approvedby at least 50% of the incumbent directors or (iii) the occurrence ofcertain reorganizations, mergers or consolidations involving the Company).

Under Mr. Reinckens’s employmentagreement, if any of the following termination events (the “Termination Events”)occurs:

·                  Mr. Reinckens’employment is terminated by the Company without “Cause” (generally defined asconviction for the commission of a felony; dishonesty; refusal to followdirections of the Board; gross nonfeasance; breach of confidentiality or restrictivecovenant provisions; or certain other instances of willful misconduct); 

·                  Mr. Reinckens’employment is terminated by Mr. Reinckens for Good Reason (as definedbelow); or

·                  Mr. Reinckens’employment is terminated due to Disability (which entails his inability toperform his duties as a result of physical or mental incapacity for a period of6 consecutive months).

In the case of a termination due toDisability, the Company shall have no further liability to Mr. Reinckens, exceptfor any unpaid salary and benefits accrued to the date of termination. In theevent of Mr. Reinckens’ Disability, and until Mr. Reinckens reachesthe age of 65, Mr. Reinckens is entitled to receive payments under theCompany’s applicable short-term and long-term disability plans.

During the term of Mr. Reinckens’employment agreement, the Company is required to maintain a supplemental lifeinsurance policy on behalf of Mr. Reinckens. This policy provides for adeath benefit to his beneficiary of no less than three times annual salary, theproceeds of which would be paid upon his death.

If following a Change in Control, Mr. Reinckens’employment is terminated without Cause or he terminates his employment for GoodReason, then Mr. Reinckens is entitled to receive a lump-sum cashseverance payment equal to two times his annual salary, at the time of termination.

13

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Mr. Reincken has “GoodReason” to terminate his employment with the Company six months after a Changein Control.

Upon a TerminationEvent, all time-vesting stock options granted to Mr. Reinckens will fully vest.

In the case of a Change inControl, regardless of whether his employment is terminated, all stock optionawards granted to Mr. Reinckens will vest and will become exercisable inaccordance with the stock option award agreements under which such options weregranted.

Mr. Reinckens issubject to non-solicitation and non-competition covenants during hisemployment, during the period in which he receives severance payments and, inthe case where the Company terminates his employment for Cause orMr. Reinckens terminates his employment without Good Reason, for thefollowing 24 months.

Assuming the occurrenceof the following termination events and/or change in control onDecember 30, 2006 (the end of the Company’s 2006 fiscal year),Mr. Reinckens would be entitled to receive the additional payments set outin the table below:

**PotentialPayments to Thomas E. Reinckens upon the Occurrence of Certain Events**
| **Component of  Compensation** | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change in  Control of  Company  with the  Executive’s  Termination** | ** ** |
|-------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| Cash Severance  (base salary)       |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | 1,110,962                                                           |       | $                                                       | —     |                                                                                          | —     |                                                                                       | —     |   | $ | 1,110,962 |   |
| Stock Options—  Accelerated    |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | —                                                              |       | $                                                       | —     |                                                                                          | $          | —                                                                                     |       | $ | 427,247 |   | $ | 427,247 |   |
| Health & Welfare                |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | 36,259                                                              |       | $                                                       | —     |                                                                                          | —     |                                                                                       | —     |   | $ | 36,259 |   |
| Other                               |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | $                                                                   | 1,285,100  | (1)                                                     | $          | 1,590,000                                                                                     | (2)        | —                                                                                     |       | $ | — |   |
|                                |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                                       |       |
| Total                               |       | —                                       |       | —                                                |       | $                                                              | —     |                                                  | $          | 1,147,221                                                           |       | $                                                       | 1,285,100  |                                                                                          | $          | 1,590,000                                                                                  |       | $ | 427,247 |   | $ | 1,574,468 |   |

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(1)             Representspayments under the Company’s short-term and long-term disability plans.

(2)             Representsthe death benefit payable to Mr. Reinckens’ beneficiary under basic andsupplemental life insurance policies.

14

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**Other Named Executive Officers**

Upon a Change in Controlof the Company, in accordance with the terms of the Company’s 2000 and 2003Stock Option Plans, all stock options granted to the named executive officerautomatically vest.

The Company maintains onbehalf of each executive a basic life insurance policy, the proceeds of whichare payable upon the death of the executive.

Assuming the occurrenceof the following termination events and/or change in control of the Company onDecember 30, 2006 (the end of the Company’s 2006 fiscal year), each namedexecutive officer will be entitled to receive the additional payments set outin the respective tables below.

The following tableincludes the additional payments to be made to Ms. Feeney upon theoccurrence of the specified events.

**PotentialPayments to Ms. Feeney upon the Occurrence of Certain Events**
| **Component of  Compensation** | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change in  Control of  Company  with the  Executive’s  Termination** | ** ** |
|-------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| Cash Severance  (base salary)       |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | —     |                                                                | —     |                                                    | —     |                                                                                          | —     |                                                                                       | $          | — |   |
| Stock Options—  Accelerated    |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | —                                                              |       | —                                                  |       | $                                                                                             | 253,614    |                                                                                       | $          | 253,614 |   |
| Health &  Welfare               |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | —     |                                                                | $          | —                                                  |       | —                                                                                        |       | —                                                                                     |       | $ | — |   |
| Other                               |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | $                                                                   | —     |                                                    | $          | 250,000                                                                                       | (1)        | —                                                                                     |       | — |   |
|                                |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                                       |       |
| Total                               |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | —     |                                                                | $          | —                                                  |       | $                                                                                             | 250,000    |                                                                                       | $          | 253,614 |   | $ | 253,614 |   |

----

(1)             Representspayments under basic life insurance policy. 

***Allan N.Jacobson***

As described in the “CompensationDiscussion and Analysis” section of this proxy statement, Mr. Jacobson has aletter agreement with the Company under which, if the Company terminates hisemployment for any reason other than for “cause”, prior to March 1, 2007, he isentitled to receive a severance payment in an amount equal to his annual basesalary at the time of termination, payable over a12-month period from the dateof termination. Under the letter agreement, he is required to sign a generalrelease in favor of the Company in order to receive these severance payments.

15

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The following tableincludes the additional payments to be made to Mr. Jacobson upon theoccurrence of the specified events:

**Potential Payments toMr. Jacobson upon the Occurrence of Certain Events**

** **
| **Component of  Compensation** | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change in  Control of  Company  with the  Executive’s  Termination** | ** ** |
|-------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| Cash Severance  (base salary)       |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | 350,000    |                                                                | —     |                                                    | —     |                                                                                          | —     |                                                                                       | $          | 350,000 |   |
| Stock Options—  Accelerated    |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | —                                                              |       | —                                                  |       | $                                                                                             | —     |                                                                                       | $          | — |   |
| Health &  Welfare               |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | —     |                                                                | $          | —                                                  |       | —                                                                                        |       | —                                                                                     |       | $ | — |   |
| Other                               |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | $                                                                   | —     |                                                    | $          | 350,000                                                                                       | (1)        | —                                                                                     |       | — |   |
|                                |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                                       |       |
| Total                               |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | 350,000    |                                                                | $          | —                                                  |       | $                                                                                             | 350,000    |                                                                                       | $          | — |   | $ | 350,000 |   |

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(1)             Representspayments under basic life insurance policy.

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**DIRECTORCOMPENSATION**

The Board determines andreviews director compensation annually. In its review, the Board considerscompensation paid to directors at similarly situated companies and the timecommitments required of the directors. The Board will also receive advice andrecommendations from an outside compensation consultant regarding directorcompensation, starting in fiscal 2007.

Mr. Woolf, who is aDirector and employee of the Company does not receive any compensation forserving on the Board of Directors of the Company. Directors who are notemployees of the Company generally receive an annual retainer of $20,000,payable in monthly installments.

The followingTable lists the compensation paid to the Company’s non-executive directorsduring fiscal year 2006.

**DIRECTORCOMPENSATION FOR FISCAL YEAR 2006**

 
| **Name**            | ** ** | **Fees  Earned  or  Paid in  Cash ($)** | ** ** | **All  Other  Compen-  sation  ($)** | ** ** | **Total  ($)** | ** ** |
|---------------------|------------|---------------------------------------------------|------------|--------------------------------------|------------|----------------|------------|
| Gene G. Gage        |       | $                                                 | 20,000     |                                 | $          | —         |       | $ | 20,000 |   |
| Arthur S. Mintz     |       | 20,000                                            |       | —                               |       | 20,000         |       |
| Andrew M. Saul      |       | —                                            |       | 11,930                               | (1)        | 11,930         |       |
| Morton J.  Schrader |       | 20,000                                            |       | —                               |       | 20,000         |       |
|                     |            |                                                   |            |                                      |            |                |            |  |  |  |

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(1)             Mr.Saul is a non-employee director, who previously has served as Chairman of theBoard of Directors of the Company. He is compensated by participation in ourgroup medical insurance program at a cost of $11,930 in fiscal 2006. 

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**Indemnification of Directors andExecutive Officers**

Our Articles of Incorporation require us, to theextent permitted by law, to indemnify our directors and officers against anypersonal liabilities incurred as a result of their positions as directors or officersof our company.

We maintain directors’ and officers’ insuranceproviding indemnification for our directors, officers and management employeesfor liabilities arising as a result of their services to us.

The indemnification provision in our articles ofincorporation may discourage stockholders from bringing a lawsuit against ourdirectors for breach of their fiduciary duty. They may also reduce thelikelihood of derivative litigation against our directors and officers, eventhough such an action, if successful, might otherwise benefit us and ourstockholders. Furthermore, a stockholder’s investment may be adversely affectedto the extent we pay the cost of settlement and damage awards against any ofour directors and officers under indemnification provisions. We believe thatthese indemnification provisions are necessary to attract and retain qualifieddirectors and officers.

**Compensation Committee Interlocks and InsiderParticipation**

Our Compensation and Plan Administration Committeepresently consists of Andrew Saul, Arthur Mintz, Morton Schrader and Gene Gage.No member of our Compensation and Plan Administration Committee has been anemployee of ours. None of our executive officers serves as a member of theboard of directors or compensation committee of any other entity that has oneor more executive officers serving as a member of our board of directors of ourcompensation committee.

# **Code of Ethics**

The Company hasadopted a Code of Ethics that applies to all of the Company’s directors,officers and employees.  The Code ofEthics is available on our website at www.cache.com.  We will disclose any amendment to, other thantechnical, administrative or non-substantive amendments, or waiver of its codeof ethics granted to a director or executive officer by filing a Form 8-Kdisclosing the amendment or waiver within four business days.

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** **
| **ITEM 12.** | **PRINCIPAL STOCKHOLDERS AND SHARE OWNERSHIP BY  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** |
|--------------|---------------------------------------------------------------------------------------------|

** **

The following table setsforth certain information as of April 30, 2007 concerning the beneficialownership of the Company’s common stock by (i) each stockholder who isknown by the Company to own beneficially in excess of 5% of the outstandingcommon stock, (ii) each current director, (iii) the executiveofficers listed in the Summary Compensation Table above, and (iv) allcurrent directors and executive officers as a group. Except as otherwiseindicated, each stockholder listed below has sole voting and investment powerwith respect to his/her shares of common stock. The Securities and ExchangeCommission has defined the term “beneficial ownership” to include any personwho has or shares voting power or investment power with respect to any securityor who has the right to acquire beneficial ownership of any security within 60days.
| **Name of Beneficial Owner**                          | ** ** | **No. of   Shares of   Common Stock** | ** ** | **Percent   of Class** | ** ** |
|----------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|----------------------------------|------------|
| Vardon Capital,  LLC and affiliates (1)                              |       | 2,024,707                                                      |       | 12.4                             | %          |
| Andrew M. Saul  and affiliates (2)                                   |       | 1,459,690                                                      |       | 9.0                              | %          |
| Royce and  Associates LLC (3)                                        |       | 1,389,150                                                      |       | 8.5                              | %          |
| Brian Woolf (4)                                                      |       | 347,750                                                        |       | 2.1                              | %          |
| Thomas E.  Reinckens (4)                                             |       | 187,453                                                        |       | 1.1                              | %          |
| Margare J.  Feeney (4)                                               |       | 42,000                                                         |       | *                                |       |
| Allan N.  Jacobson (4)                                               |       | —                                                         |       | *                                |       |
| Morton J.  Schrader (4)                                              |       | 19,500                                                         |       | *                                |       |
| Gene G. Gage (4)                                                     |       | —                                                         |       | *                                |       |
| Arthur S. Mintz (4)                                                  |       | —                                                         |       | *                                |       |
| All Current Executive  Officers and Directors as a Group (8 persons) |       | 2,056,393                                                      |       | 12.2                             | %          |

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*                    Lessthan 1% 

(1)             Ina Schedule 13G filed with the Securities and Exchange Commission on February14, 2007, Vardon Capital Management, LLC. (“Vardon”); Vardon Capital, LLC;Richard W. Shea, Jr.; Vardon Partners, LP; Vardon Partners II, LP; VardonContinuum Fund, LP; Vardon International, Ltd.; Vardon International BP, Ltd.;Vardon Focus Fund, LP; Vardon Focus Fund II, LP; Vardon Focus FundInternational, Ltd.; Vardon Focus International BP, Ltd., reported beneficialownership of 2,024,707 shares. Vardon is the beneficial owner of, and hasshared voting power over, 2,024,707. The address for the Domestic Funds is120West 45th Street, 17th Floor, New York,NY 10036. The address for the Offshore Funds is Admiral Financial Center, P.O.Box 32021 SMB, 90 Fort Street, Grand Cayman, Cayman Islands, B.W.I.  

(b)            Inan amended Schedule 13G filed with the Securities and Exchange Commission onNovember 21, 2006, Andrew M. Saul, Joseph E. Saul and Norma G. Saulreported beneficial ownership of 1,459,690 shares, of which Andrew M. Saul hassole voting power to vote or direct the vote of 425,630 shares. As ofApril 2007, Norma G. Saul now has sole voting power to vote or direct thevote of 702,460 shares previously controlled by Joseph E. Saul as well as solevoting power to vote or direct the vote 331,600 shares. The address for each ofAndrew M. Saul and Norma G. Saul is: c/o Saul Partners, LP, 9 West 57th Street,New York, NY 10019.

(3)             Inan amended Schedule 13G filed with the Securities and Exchange Commission onJanuary 31, 2007, Royce and Associates, LLC, reported beneficial ownershipof 1,389,150 shares and sole and the sole voting power and sole dispositivepower over 1,389,150 common shares. The address for Royce and Associates, LLCis: Royce and Associates, 1414 Avenue of the Americas, New York, NY 10019. 

(4)             Theshares listed include shares subject to stock options that are or will becomeexercisable within 60 days of April 30, 2007 as follows: Mr. Woolf,334,250 shares; Mr.Reinckens, 164,953 shares and Ms. Feeney, 36,550 shares. Theaddress for Cache officers and directors is; c/o Cache, Inc. 1440 Broadway, 5thfloor, New York NY 10018.

See Item 5 in Part II ofour 10-K filed on March 16, 2007 for information regarding “SecuritiesAuthorized For Issuance Under Equity Compensation Plans.”

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**SECTION 16(a) BENEFICIAL**

**OWNERSHIPREPORTING COMPLIANCE**

Section 16(a) ofthe Securities Exchange Act of 1934 requires the Company’s directors andcertain officers and holders of more than 10% of the Company’s common stock tofile with the Securities and Exchange Commission and the New York StockExchange reports of their ownership and changes in their ownership of commonstock. Based solely on a review of copies of Section 16(a) reportsfurnished to the Company, or written representations from certain reportingpersons, the Company believes that during fiscal year 2006 all transactionswere reported on a timely basis, except for the following instances: OfficerLisa Decker filed one late Form 4; Officer Joanne Marselle filed one late Form4; and Officer Allan Jacobson filed one late Form 3.

### **ITEM13.               CERTAIN RELATIONSHIPSAND RELATED PARTY TRANSACTIONS**

See Also “ExecutiveCompensation—Compensation Committee Interlocks and Insider Participation.”

Asof April 30, 2007, the Sauls beneficially owned in the aggregate 1,459,690shares of the Company’s outstanding Common Stock, representing approximately9.0% of the Company’s outstanding Common Stock. See “Principal Shareholders and Share Ownership by Management.”

See also “Marketfor the Registrant’s Common Stock and Related Stockholder Matters” under PartII, Item 5 of Registrant’s report on Form 10-K for the fiscal year endedDecember 30, 2006, previously filed with the Securities and ExchangeCommission.

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### **ITEM14.               PRINCIPAL ACCOUNTINGFIRM FEES**

The following table sets forth the aggregate fees billed to the Companyfor the fiscal years ended December 31, 2005 (Fiscal 2005) and December 30,2006 (Fiscal 2006) by KPMG LLP and Deloitte & Touche LLP. Deloitte &Touche LLP replaced KPMG LLP during the first quarter of Fiscal 2005.
| **Fees**                | ** ** | **Fiscal 2005  Amount** | ** **  | **Fiscal 2005   Amount** | ** ** |
|-------------------------|------------|------------------------------|-------------|------------------------------------|------------|
| **Audit  Fees**         | ** ** | **$**                        | **320,000** | ** **                         | **$**      | **295,400** | ** ** |
| **Audit-Related  Fees** | ** ** | **$**                        | **403,000** | ** **                         | **$**      | **633,000** | ** ** |
| **Tax  Fees**           | ** ** | **$**                        | **—**  | ** **                         | **$**      | **—** | ** ** |
| **All  Other Fees**     | ** ** | **$**                        | **—**  | ** **                         | **$**      | **—** | ** ** |
| **Total Fees**          | ** ** | **$**                        | **723,000** | ** **                         | **$**      | **928,400** | ** ** |

 

The Audit Committee of the Board of Directors has considered whetherthe provision of these services is compatible with maintaining the principalaccountants’ independence.

Audit fees includes fees for annual audit and reviews of the Company’squarterly reports on Form 10-Q, as well as statutory audits and audits ofsubsidiaries.

Audit-related fees include fees for audits of benefit plans and auditsrelated to a secondary stock offering, as well as testing of internal controlsfor Sarbannes-Oxley compliance during Fiscal 2005 and Fiscal 2006.

All other fees include fees for evaluations and advisory services.  The Audit Committee has implemented aprocedure to require pre-approval of all services performed by the independentauditors.

Consequently during Fiscal 2005 and 2006, any project which managementhired the principal accountants to perform was presented to the AuditCommittee, along with an estimate of the costs to be incurred.  The Audit Committee would review and approvethe estimate.  The Audit Committee wasupdated by management, if additional costs were incurred.  All projects performed by the independentauditors were approved by the Audit Committee, during Fiscal 2005 and 2006.

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Signatures

Pursuantto the requirement of section 13 or 15 (d) of the Securities and Exchange Actof 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.
|        | Dated:      | April 30, 2007                |
|--------|-------------|-------------------------------|
|   | CACHE, INC. |
|   |        |
|   |        |
|   | BY:         | /s/ Brian  Woolf              |   |
|   | ** **  | Brian Woolf                   |
|   | ** **  | Chairman and Chief            |
|   | ** **  | Executive Officer             |
|   |        | (Principal Executive Officer) |
|   |        |                          |
|   | ** **  | ** **                    |
|   | BY:         | /s/ Margaret  Feeney          |   |
|   |        | Margaret Feeney               |
|   | ** **  | Executive Vice                |
|   | ** **  | President and Chief           |
|   | ** **  | Financial Officer             |
|        |             |                               |  |  |  |

 

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