**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

 

**FORM 10-K**

**Amendment Number 1**

 

**AnnualReport Pursuant to Section 13 or 15(d) of**

**theSecurities Exchange Act Of 1934**

 

**For thefiscal year ended December 31, 2001**

 

**CommissionFile No. 0-23379**

 

**I.C. ISAACS & COMPANY, INC.**

(Exact name ofregistrant as specified in charter)

 

| **Delaware**                                                    |   | **52-1377061**                     |
|-----------------------------------------------------------------|--------|------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |   | (IRS employer  identification no.) |

 

| **3840 Bank Street, Baltimore,  Maryland** |   | **21224-2522** |
|--------------------------------------------|--------|----------------|
| (Address of  principal executive offices)  |   | (Zip Code)     |

 

Registrant’stelephone number, including area code:**(410) 342-8200**

 

Securitiesregistered pursuant to Section 12(b) of the Act

**None**.

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

| **Title of Class:**                           |
|-----------------------------------------------|
| **Common Stock, $.0001 par value per  share** |

 

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes   ý  No   o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K.

 

As of March 28,2002, the aggregate market value of the outstanding shares of the Registrant’sCommon Stock held by non-affiliates was approximately $3,525,596 based on theaverage closing price of the Common Stock as reported by the OTC Bulletin Boardon March 28, 2002.  Determination ofaffiliate status for this purpose is not a determination of affiliate statusfor any other purpose.

 

As of March 28,2002, 7,834,657 shares of Common Stock were outstanding.

## ** **

## **DocumentsIncorporated by Reference**

 

**None**

 

This amendment on Form 10-K/A is filed for the purposeof including the information required under Part III which was omitted from theForm 10-K previously filed for the year ended December 31, 2001 for I.C. Isaacs& Company, Inc. (together with its predecessors and subsidiaries, includingI.C. Isaacs & Company L.P., the “Company”).  The Company had previously announced that this information wouldbe filed in the definitive Proxy Statement for the 2002 Annual Meeting ofStockholders which was to be held on June 6, 2002.  The Company is currently negotiating an agreement which, ifentered into by the Company, would, among other things, affect the compositionof the Board of Directors and certain aspects of the Company's governance. Anyresulting agreement would be subject to stockholder approval at the 2002 AnnualMeeting of Stockholders.  There can beno assurance that the Company will enter into any agreement; in fact, severalissues remain in negotiation and several significant conditions necessary foran agreement remain unsatisfied. However, in light of the ongoing negotiations,the Company has determined that the 2002 Annual Meeting of Stockholders will beheld at a later date to be determined by the Board of Directors once betterinformation regarding the likelihood of such a transaction becomes available.

 

 

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**Table of Contents**

** **

 
| **Item No.** |                                                             | **Name of  Item** |   | **Page No.** |
|--------------|------------------------------------------------------------------|-------------------|--------|--------------|
|         |                                                             |              |   |         |
| Part  III    |                                                             |              |   |
| Item 10.     | Directors  and Executive Officers of the Registrant              |              | 3      |
| Item 11.     | Executive  Compensation                                          |              | 7      |
| Item 12.     | Security  Ownership of Certain Beneficial Owners and Management  |              | 11     |
| Item 13.     | Certain  Relationships and Related Transactions                  |              | 12     |
|         |                                                             |              |   |
| Part  IV     |                                                             |              |   |
| Item 14.     | Exhibits,  Financial Statement Schedules and Reports on Form 8-K |              | 14     |

 

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**PART III**

 

**ITEM 10****.  DIRECTORS ANDEXECUTIVE OFFICERS OF THE REGISTRANT**

 

The Amended and RestatedBylaws of the Company provide that the number of directors constituting theBoard of Directors shall be as determined from time to time by the Board. TheBoard has acted to fix the number of directors at nine.  Pursuant to the terms of the Company’sAmended and Restated Certificate of Incorporation, the Board of Directors isdivided into three classes, as nearly equal in number as reasonably possible,with terms expiring at the 2002 Annual of Stockholders (“Class II”), the 2003Annual Meeting of Stockholders (“Class III”) and at the 2004 Annual Meeting ofStockholders (“Class I”), respectively.

 

The following table setsforth certain information regarding the Company’s current directors andexecutive officers:

 
| **Directors and Executive Officers** |   | **Age** |   | **Positions**                                                                                      |
|--------------------------------------|--------|---------|--------|----------------------------------------------------------------------------------------------------|
| Robert J. Arnot                      |   | 53      |   | Chairman, Chief  Executive Officer, President and Class I Director                                 |
| Eugene C. Wielepski                  |   | 55      |   | Vice President —  Finance, Chief Financial Officer, Secretary, Treasurer and Class I Director |
| Daniel J. Gladstone                  |   | 45      |   | President — Girbaud  Division and Class II Director                                           |
| Thomas P. Ormandy                    |   | 51      |   | Class II Director                                                                                  |
| Jon Hechler                          |   | 48      |   | Class II Director                                                                                  |
| Ronald S. Schmidt                    |   | 58      |   | Class III Director                                                                                 |
| Neal J. Fox                          |   | 67      |   | Class III Director                                                                                 |
| Anthony J. Marterie                  |   | 63      |   | Class III Director                                                                                 |

 

***Robert J. Arnot*** has been a director of the Company since 1984,Chairman of the Board of Directors since 1991, Chief Executive Officer since1996 and President since 1999. He was Vice President of Planning and CorporateDevelopment from 1989 to 1991. He has been employed by the Company since 1989.

 

***Eugene C. Wielepski*** has been a director, Vice President—Finance and ChiefFinancial Officer of the Company since 1991. He has also held the positions ofSecretary and Treasurer since 1976. From 1976 to 1990 he was Controller. He isa Certified Public Accountant and has been employed by the Company since 1973.

 

***Daniel J. Gladstone*** has been a director since April 1999 andPresident—Girbaud Division since January 1999.  He reports directly to Mr. Arnot and among other duties isprimarily responsible for the sales and marketing of the Girbaud lines.  Mr. Gladstone served as President ofCalvin Klein Jeans at WARNACO, Inc. from 1997 to 1998 and as President ofCalvin Klein Jeans at Designer Holding Ltd. from 1994 to 1997.

 

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***Thomas P. Ormandy*** has been a director since 1998 and was VicePresident—Sales of the Company from 1986 until 2001, having responsibility forthe sales and marketing of the Beverly Hills Polo Club men’s and boys’ lines.

 

***Jon Hechler*** has been a director of the Company since 1984. He wasemployed by Ira J. Hechler and Associates, an investment company, from 1980 to1999. He is President of T. Eliot, Inc., a manufacturer of bathroom equipment.

 

***Ronald S. Schmidt*** has been a director of the Company since 1990. He wasPresident and Chief Executive Officer of I.B. Diffusion, a manufacturer ofladies’ apparel. He is now retired.

 

***Neal J. Fox*** has been a director of the Company sinceFebruary 1998. From 1989 through March 1999, he served as the Presidentand Chief Executive Officer of Sulka, an international menswear retailer. In1999, Mr. Fox founded NJF Associates, Incorporated, a consulting firmspecializing in brand mangagement and business development for various retailindustries. He also has served as a director and consultant for Today’s Man, aretail apparel chain with 25 stores in the northeast, since May 2000 and servedas the Vice Chairman from August 2000 until November 2001.

 

***Anthony J. Marterie*** has been a director of the Company sinceFebruary 1998. Since 1989 he has served as the President and ChiefExecutive Officer of North Coast Industries, a producer and distributor ofcasual women’s sportswear under the Blast brand, which is not competitive withthe Company’s brands.

 

 

**DirectorsCompensation**

 

Directors who areemployees of the Company receive no compensation for serving on the Board ofDirectors. Directors who are not employees of the Company (the “OutsideDirectors”) receive an annual retainer fee of $10,000 for their services andattendance fees of $750 per Board or committee meeting attended. All directorsare reimbursed for expenses incurred in connection with attendance at Board orcommittee meetings. In addition, members of the Board of Directors are eligibleto participate in the Company’s Amended and Restated 1997 Omnibus Stock Plan.In 2001, Outside Directors were awarded non-qualified stock options to purchase28,000 shares of Common Stock at an exercise price of $0.90 per share.

 

**Committees of the Board of Directors**

 

The Board of Directorshas standing Audit and Compensation Committees as described below. The Companydoes not have a Nominating Committee.

 

*Audit Committee.*The Audit Committee consists of Messrs.Ronald S. Schmidt (Chairman), Neal J. Fox and Anthony J. Marterie. The AuditCommittee is responsible for recommending to the Board of Directors theengagement of the independent auditors of the Company and reviewing with theindependent auditors the scope and results of the audits, the internalaccounting controls of the Company, audit practices and the professionalservices furnished by the independent auditors. All of the members of the AuditCommittee are independent, as such term is defined in the National Associationof Securities Dealers listing standards. The Audit Committee has adopted awritten charter.  One meeting of theAudit Committee was held in 2001 and was attended by Mr. Fox, Mr. Marterie andMr. Schmidt.

 

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*Compensation Committee*. During 2001, the Compensation Committee consisted of Messrs. Jon Hechler(Chairman), Neal J. Fox and Ronald S. Schmidt. The Compensation Committeereviews and determines the compensation of the Company’s executive officers andrecommends the granting of awards to eligible employees pursuant to theCompany’s Amended and Restated 1997 Omnibus Stock Plan.  Three meetings of the Compensation Committeewere held in 2001 and all members attended each meeting.

 

**Employment Agreements**

 

Prior to its initialpublic offering in December 1997, the Company entered into individualemployment agreements (the “Executive Employment Agreements”) with each ofMessrs. Arnot, Wielepski and Ormandy. As amended in August 1998, February 1999, January and April 2000,April 2001, and January and April 2002, the term of each of the ExecutiveEmployment Agreements began on May 15, 1997 (the “Effective Date”) andwill terminate on May 15, 2006 in the case of Messrs. Arnot and Wielepski andon the fourth anniversary of the Effective Date in the case ofMr. Ormandy. The Executive Employment Agreements will automatically extendafter the initial term for successive one-year terms, unless notice not toextend is given by either party at least 60 days prior to the end of thethen current term. In addition to the base salary amounts described below, theExecutive Employment Agreements also provide that the Executives are entitledto participate in any bonus and stock option plans, programs, arrangements andpractices as may be established from time to time by the Board of Directors ofthe Company for the benefit of such executive employees, in accordance with theterms of such plans. Each Executive is also entitled to certain fringebenefits, including Company-paid health and life insurance.

 

The Executive EmploymentAgreement of Mr. Arnot provides for an annual base salary of $400,000 forfiscal year 2002, $425,000 for fiscal year 2003 and $450,000 per yearthereafter.  Mr. Arnot is also entitledto receive incentive compensation following each fiscal year in which the Companyhas Net Income (as defined in the Executive Employment Agreement) in excess of$2.0 million. The amount of the incentive compensation will be equal to six andone-half percent of the amount by which the Company’s Net Income exceeds $2.0million.  Also, if the Company has NetIncome of $3.0 million in any fiscal year, Mr. Arnot is entitled to receive anon-qualified stock option to purchase 50,000 shares of the Company’s CommonStock.  Mr. Arnot’s Executive EmploymentAgreement further provides that if he is terminated without cause or constructivelydischarged, the Company shall pay him an amount equal to one year of hiscurrent base salary plus a severance bonus equal to his incentive compensationfor the prior fiscal year; provided, however, if Mr. Arnot is terminatedwithout cause or constructively discharged prior to May 15, 2005, the Companywill pay him an amount equal to his current base salary plus the severancebonus at the end of each fiscal year remaining under his Executive EmploymentAgreement.  Upon termination of Mr.Arnot’s Executive Employment Agreement or if the Company decides not to renewthe agreement, the Company must pay Mr. Arnot an amount equal to one year ofhis current base salary plus a lump sum equal to his incentive compensation forthe prior fiscal year. Mr. Arnot’s Executive Employment Agreement includes a90-day noncompetition provision as well as one-year nonsolicitation andconfidentiality provisions.

 

The Executive EmploymentAgreement of Mr. Wielepski provides for an annual base salary of $200,000 butmay be increased based on periodic reviews by the Compensation Committee. Inaddition to his base salary, no later than July 31, 2002, the Company willgrant Mr. Wielepski a non-qualified stock

 

5

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option to purchaseat least 10,000 shares of the Company’s Common Stock.  If Mr. Wielepski is terminated without cause prior to May 15,2005, the Company will pay him the remaining base salary otherwise payable forthe period remaining under the agreement. Upon termination of Mr. Wielepski’sExecutive Employment Agreement or if the Company decides not to renew theagreement, the Company must pay Mr. Wielepski an amount equal to one year ofhis current base salary.  The ExecutiveEmployment Agreement of Mr. Wielepski includes a 90-day noncompetitionprovision as well as one-year nonsolicitation and confidentiality provisions.

 

The Executive EmploymentAgreement of Mr. Ormandy initially provided for an annual base salary of$300,000, which could be increased based on periodic reviews by theCompensation Committee. Pursuant to amendments to such Executive EmploymentAgreements entered into in February 1999, the annual base salary wasreduced to $200,000, provided that the annual base salary would be increased toits initial levels for the remainder of the term after the Company achievespositive net earnings in two consecutive fiscal quarters. The ExecutiveEmployment Agreement of Mr. Ormandy includes a one-year noncompetitionprovision as well as nonsolicitation and confidentiality provisions.  Mr. Ormandy’s agreement was not renewed andthe Company has agreed to pay him severance equal to six month’s salary throughJuly 2002.

 

Mr. Gladstoneentered into an employment agreement in January 1999 with the Company andan amendment to the agreement in April 2002 (the “Gladstone Agreement”). TheGladstone Agreement is substantially similar to the Executive EmploymentAgreements described above except as described in this paragraph. The GladstoneAgreement provides for an annual base salary of $350,000. The term of theGladstone Agreement continues until January 21, 2006. The Gladstone Agreementautomatically extends after the initial term for another one-year term and willcontinue to automatically extend for successive one–year terms, unlessnotice not to extend is given by either party at least 60 days prior tothe end of the then current term. In addition to his base salary and otherbenefits, Mr. Gladstone is entitled to receive incentive compensationfollowing each fiscal year during the term in which the Company’s net sales ofGirbaud sportswear exceeds $20.0 million. The amount of such incentivecompensation will be equal to one-half of one percent of the amount by whichthe Company’s net sales of Girbaud sportswear exceeds $20 million. Also,if in any fiscal year the Company has Net Income of $3.0 million and net salesof Girbaud Women’s Products (as defined in the Gladstone Agreement) of at least$30.0 million, Mr. Gladstone is entitled to receive a non-qualified stockoption to purchase 50,000 shares of the Company’s Common Stock.  The Gladstone Agreement further providesthat if he is terminated without cause or constructively discharged, theCompany shall pay him an amount equal to one year of his base salary plus alump sum equal to his incentive compensation for the prior fiscal year,provided, however, if Mr. Gladstone is terminated without cause orconstructively discharged prior to January 21, 2005, the Company will pay himan amount equal to his current base salary plus the severance bonus at the endof each fiscal year remaining under the Gladstone Agreement.  Upon termination of the Gladstone Agreementor if the Company decides not to renew the Gladstone Agreement, the Companymust pay Mr. Gladstone an amount equal to one year of his current base salaryplus a lump sum equal to his incentive compensation for the prior fiscal year.The Gladstone Agreement includes a 90-day noncompetition provision as well asone-year nonsolicitation and confidentiality provisions.

 

**Agreements With Other Key Persons.**

 

Gary B. Brashersresigned as Vice President—Manufacturing, Chief Executive Officer and Directorof the Company in August 1998. He continues to serve the Company as aconsultant under a 

 

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consultingagreement and received consulting payments of $190,186, $190,637 and $206,654in 2001, 2000 and 1999, respectively.

 

**Section16(A) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of theSecurities Exchange Act of 1934, as amended, requires the Company’s executiveofficers and directors, and persons who beneficially own 10% or more of theCompany’s Common Stock (the “Reporting Persons”), to file reports regardingtheir Company Common Stock ownership and changes in ownership with the SEC.Based solely on a review of the copies of such forms furnished to the Companyand written representations from certain of the Reporting Persons, the Companybelieves that during 2001 and through the date hereof, the Reporting Persons complied with all Section16(a) reporting requirements applicable to them.

 

 

**ITEM 11****.  EXECUTIVECOMPENSATION**

 

The followingtable sets forth all compensation awarded to, earned by, or paid for servicesrendered to the Company in all capacities during the three years ended December31, 2001 for the Chief Executive Officer and the four other most highlycompensated executive officers of the Company, including both fixed salarycompensation and discretionary management incentive compensation (“Bonus”):

 

**Summary Compensation Table**

** **
| ** **                       | ** ** | **Annual Compensation (1)** |   | **Long-Term****Compensation Awards** | ** **    | **All Other Compensation** | ** ** |
|----------------------------------|------------|-----------------------------|--------|--------------------------------------|---------------|----------------------------|------------|
| **Name and Principal Positions** |       | **Year**                    |   | **Salary**                           |          | **Bonus**                  |       | **Number of Shares Underlying Options** | ** ** |   |   |
| Robert J. Arnot                  |       | 2001                        |   | $                                    |  346,659 |                       | $          | 0 |   | 62,000 |   | 0 |   |
| Chairman of the Board and        |       | 2000                        |   | 344,960                              |          | 0                          |       | 55,000 |   | 0 |   |
| Chief Executive Officer          |       | 1999                        |   | 352,711                              |          | 0                          |       | 55,000 |   | 0 |   |
|                             |       |                        |   |                                 |          |                       |       |   |   |   |   |
| Daniel J. Gladstone (2)          |       | 2001                        |   | $                                    |  341,538 |                       | $          | 207,865 |   | 484,000 |   | 0 |   |
| President-Girbaud Division       |       | 2000                        |   | 344,960                              |          | 18,022                     |       | 477,000 |   | 0 |   |
|                             |       | 1999                        |   | 320,243                              |          | 0                          |       | 477,000 |   | 0 |   |
|                             |       |                        |   |                                 |          |                       |       |   |   |   |   |
| Eugene C. Wielepski              |       | 2001                        |   | $                                    |  172,531 |                       | $          | 0 |   | 34,500 |   | 0 |   |
| Vice President-Finance and       |       | 2000                        |   | 171,500                              |          | 0                          |       | 27,500 |   | 0 |   |
| Chief Financial Officer          |       | 1999                        |   | 175,873                              |          | 0                          |       | 27,500 |   | 0 |   |
|                             |       |                        |   |                                 |          |                       |       |   |   |   |   |
| Thomas P. Ormandy                |       | 2001                        |   | $                                    |  196,730 |                       | $          | 0 |   | 40,750 |   | 0 |   |
| Vice President-Sales             |       | 2000                        |   | 230,229                              |          | 0                          |       | 33,750 |   | 0 |   |
|                             |       | 1999                        |   | 265,788                              |          | 0                          |       | 33,750 |   | 0 |   |
|                             |       |                        |   |                                 |          |                       |       |   |   |   |   |
| Danielle Lambert   (2)      |       | 2001                        |   | $                                    |  150,115 |                       | $          | 62,865 |   | 20,000 |   | 0 |   |
| Vice President-Design            |       | 2000                        |   | 148,681                              |          | 43,022                     |       | 20,000 |   | 0 |   |
|                             |       | 1999                        |   | 146,158                              |          | 0                          |       | 10,000 |   | 0 |   |

 

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(1)                 The Company alsoprovides certain perquisites and other benefits. The aggregate dollar cost tothe Company of such perquisites and other benefits in each of the last threeyears did not exceed the lesser of $50,000 or 10% of the amount reflected inthe Salary and Bonus columns for any of the Named Executive Officers. 

(2)                 Mr. Gladstoneearned a bonus of $221,199 in 2001, which became payable in March 2002, andMs. Lambert earned a bonus of $81,199 in 2001, which became payable inMarch 2002.

 

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The followingtable sets forth informationconcerning grants to the Named Executive Officers of options to purchase sharesof the Company’s Common Stock granted in 2001.

 

**OPTIONS GRANTED IN 2001**

 
|                |   | **Individual Grants** |   | **Potential Realizable****** |   |
|---------------------|--------|-----------------------|--------|------------------------------|--------|
|                |   | **Number of**         |   |                         |   |   |   |   |   | **Value of Assumed** |   |
|                |   | **Securities**        |   | **Percent of**               |   |   |   |   |   | **Annual Rates of Stock** |   |
|                |   | **Underlying**        |   | **Total Options**            |   | **Exercise** |   |   |   | **Price Appreciation for****** |   |
|                |   | **Options**           |   | **Granted to**               |   | **Price Per** |   | **Expiration** |   | **Option Term****(2)** |   |
| **Name**            |   | **Granted**           |   | **Employees**                |   | **Share****(1)** |   | **Date** |   | **5%** |   | **10%** |   |
| Robert J. Arnot     |   | 7,000                 |   | 11.0                         | %      | $ |  0.90 |   | 6/8/11 |   | 4,060 |   | 10,080 |   |
| Daniel J. Gladstone |   | 7,000                 |   | 11.0                         | %      | $ |  0.90 |   | 6/8/11 |   | 4,060 |   | 10,080 |   |
| Eugene C. Wielepski |   | 7,000                 |   | 11.0                         | %      | $ |  0.90 |   | 6/8/11 |   | 4,060 |   | 10,080 |   |
| Thomas P. Ormandy   |   | 7,000                 |   | 11.0                         | %      | $ |  0.90 |   | 6/8/11 |   | 4,060 |   | 10,080 |   |

 

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(1)                 The exercise priceequaled the fair market value of the Common Stock as determined by the Board ofDirectors on the date of grant.

(2)                 The assumed annualrates of appreciation of 5% and 10% would result in the price of the CommonStock increasing to $1.48 and $2.34, respectively, from the exercise price of$1.84 per share, during the 10-year term of the options. The vesting ofunvested options may be accelerated at any time by the Company. The 5% and 10%assumed annual rates of stock price appreciation used to calculate potentialgains to optionees are mandated by the rules of the SEC. The potential realizablevalue does not represent the Company’s prediction of its stock priceperformance. There can be no assurance that the stock price will actuallyappreciate over the 10-year option term at the assumed 5% and 10% levels or atany other level.

 

The followingtable sets forth information with respect to option exercises by and year-endvalues during 2001 for the Named Executive Officers.

 

Thefollowing table sets forth information concerning the number and value ofunexercised options to purchase shares of the Company’s Common Stock held atthe end of the fiscal year by the Named Executive Officers. No options wereexercised by any of the Named Executive Officers in 2001.

 
| **Name**            |   | **Shares Acquired  Upon Exercise** |   | **Value  Realized** |   | **Number of****Securities**

**Underlying Options  at Year End****(1)** |   | **Value of Unexercised  In-the-Money Options  at Year End  Exercisable/  Unexercisable** |   |
|---------------------|--------|------------------------------------|--------|---------------------|--------|-------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------|--------|
| Robert J. Arnot     |   | 0                                  |   | 0                   |   | 62,000                                                                  |   | 0                                                                                        |   |
| Daniel J. Gladstone |   | 0                                  |   | 0                   |   | 484,000                                                                 |   | 0                                                                                        |   |
| Eugene C. Wielepski |   | 0                                  |   | 0                   |   | 34,500                                                                  |   | 0                                                                                        |   |
| Thomas P. Ormandy   |   | 0                                  |   | 0                   |   | 40,750                                                                  |   | 0                                                                                        |   |
| Danielle Lambert    |   | 0                                  |   | 0                   |   | 20,000                                                                  |   | 0                                                                                        |   |

 

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(1)                 The exercise priceequaled the fair market value of the Common Stock as determined by the Board ofDirectors on the date of grant.

 

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**Defined Benefit Pension Plan**

 

The Company maintains adefined benefit pension plan (the “Pension Plan”) for its employees. The normalretirement benefit, payable at age 65, is 20.0% of base compensation up to$10,000 plus 39.5% of base compensation over $10,000, prorated for service lessthan 30 years. A reduced benefit isalso payable on early retirement, after age 55 and after 15 years of service.The Pension Plan also provides disability retirement and death benefits. TheCompany pays the full cost of the benefits under the Pension Plan through itscontributions to a trust. The Company’s cash contributions to the Pension Planduring the year ended December 31, 2001 aggregated approximately $851,000.

 

The Pension Plan Tablebelow provides the estimated annual benefits payable under the Pension Planupon retirement in specified compensation and years of service classifications:

 

**PensionPlan Table**

 
| **Remuneration** |    | **Years of Service** |   |
|------------------|---------|----------------------|--------|
|             |    | **15**               |   | **20** |   | **25** |   | **30** |   | **35** |   |
| $                | 100,000 |                 | $      | 13,838 |   | $ | 18,451 |   | $ | 23,063 |   | $ | 27,676 |   | $ | 27,676 |   |
| 125,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 150,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 175,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 200,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 225,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 250,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 300,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 400,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 450,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
| 500,000          |    | 13,838               |   | 18,451 |   | 23,063 |   | 27,676 |   | 27,676 |   |
|                  |         |                      |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

**Thecompensation considered in determining benefits under the Pension Plan (asprovided in the column titled “Remuneration”) is the annual averagecompensation for the five consecutive calendar years producing the highestaverage. The compensation considered is limited to $75,000. All amounts ofsalary, bonus and other compensation as reported in the Summary CompensationTable, up to $75,000, are included in compensation considered under the PensionPlan. The amounts of benefit provided in the Pension Plan Table are the amountsof benefit payable per year in equal monthly installments for the lifeexpectancy of the participants (i.e., straight life annuity amounts). ThePension Plan is integrated with Social Security, and its benefit formula is asfollows: (i) 0.6667% of compensation, multiplied by years of service up to30 years; plus (ii) 0.65% of compensation in excess of $10,000 multipliedby years of service up to 30 years.**

** **

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** **

**Theestimated credited years of service for each of the Named Executive Officerswere as follows, estimated as of January 1, 2002:**

** **
| **Name**            |   | **Estimated Credited****Years of Service** |   |
|---------------------|--------|--------------------------------------------|--------|
| Robert J. Arnot     |   | 10                                         |   |
| Daniel J. Gladstone |   | 3                                          |   |
| Eugene C. Wielepski |   | 28                                         |   |
| Thomas P. Ormandy   |   | 15                                         |   |
| Danielle Lambert    |   | 3                                          |   |

 

**Compensation Committee Interlocks and InsiderParticipation in Compensation Decisions**

 

**Noneof the directors serving on the Compensation Committee is an employee of theCompany, and neither the Chief Executive Officer nor any of the Named ExecutiveOfficers has served on the Compensation Committee. No director or executiveofficer of the Company is a director or executive officer of any othercorporation that has a director or executive officer who is also a director orboard committee member of the Company.**

** **

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** **

**ITEM 12**. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table setsforth information with respect to the beneficial ownership of the Company’sCommon Stock as of March 23, 2002 by (i) each person (or group of affiliatedpersons) known by the Company to own beneficially more than five percent of theoutstanding Common Stock, (ii) each director of the Company, (iii) the ChiefExecutive Officer and each of the other named executive officers listed under“Executive Compensation”, and (iv) all executive officers and directors of theCompany as a group.

 
|                                                       |   | **Shares Beneficially Owned****(2)** |       |
|------------------------------------------------------------|--------|--------------------------------------|------------|
| **Name of Beneficial Owners**                              |   |                                 | **Number** |   | **Percent****(3)** |   |
| Robert J. Arnot (1)                                        |   | 489,871                              |       | 6.25 | % |
| Neal J. Fox                                                |   | —                               |       | * |   |
| Daniel J. Gladstone                                        |   | —                               |       | * |   |
| Jon Hechler (1)(4)                                         |   | 1,102,152                            |       | 14.07 |   |
| Danielle Lambert                                           |   | —                               |       | * |   |
| Anthony J. Marterie                                        |   | —                               |       | * |   |
| Thomas P. Ormandy                                          |   | 158,320                              |       | 2.02 |   |
| Ronald S. Schmidt                                          |   | 152,111                              |       | 1.94 |   |
| Eugene C. Wielepski                                        |   | 194,242                              |       | 2.48 |   |
| Wurzburg S.A.(5)                                           |   | 500,000                              |       | 6.38 |   |
| Ambra Inc.(6)                                              |   | 666,667                              |       | 8.51 |   |
| All directors and executive officers as a group(9 persons) |   | 2,096,696                            |       | 26.76 | % |
|                                                            |        |                                      |            |  |  |  |

 

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| *   |   | Less  than one percent.                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) |   | The  business address of such person is c/o I.C. Isaacs & Company, Inc., 3840  Bank Street, Baltimore, Maryland 21224–2522.                                                                                                                                                                                                                                                                                                                          |
| (2) |   | Except  as described below and subject to certain shareholders agreements and  applicable community property laws and similar laws, each person listed above  has sole voting and investment power with respect to such shares. See  “Certain Relationships and Related Transactions.”                                                                                                                                                              |
| (3) |   | Based  on percentage of total number of shares outstanding as of March 23,  2002.                                                                                                                                                                                                                                                                                                                                                                        |
| (4) |   | Includes  661,369 shares held by the Estate of Ira J. Hechler, of which Jon  Hechler is sole executor.                                                                                                                                                                                                                                                                                                                                              |
| (5) |   | In  August 2000, the Company issued 500,000 shares of restricted Common Stock to  Latitude Licensing Corp. (“Latitude”) in connection with the amendment of a  license agreement between the Company and Latitude. Immediately upon receipt  of the Common Stock, Latitude transferred such Common Stock to its affiliate,  Wurzburg S.A. (“Wurzburg”). The address of Wurzburg is 134 Boulevard de la  Petrusse, L–2330 Luxembourg. |
| (6) |   | Pursuant  to the 1999 restructuring of its licensing arrangement with Ambra Inc.  (“Ambra”) the Company issued to Ambra 666,667 shares of restricted Common  Stock on April 30, 2000. The address of Ambra is 645 Fifth Avenue, New  York, New York 10022.                                                                                                                                                                                     |

 

 

11

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**ITEM 13****.  CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

**Transactionswith Wurzburg S.A.**

 

In January 2000, theCompany entered into a global sourcing agreement with G.I. Promotions, anaffiliate of Wurzburg S.A. (“Wurzburg”), to act as a non-exclusive sourcingagent to licensees of the Marithe & Francois Girbaud trademark for themanufacture of Girbaud jeanswear and sportswear. The global sourcing agreementextends until December 31, 2003 and provides that the Company shall net afacilitation fee of 5.0% of the total FOB pricing for each order shipped tolicensees under the agreement. Also in January 2000, the Company enteredinto a license agreement with Wurzburg. The license has a term of three yearsand provides that the Company shall pay Wurzburg a royalty of 1.0% of the totalFOB pricing for each order shipped to a licensee under the global sourcingagreement.

 

**Transactionswith Ambra Inc.**

 

In October 1999, theCompany, Ambra Inc. (“Ambra”) and Hugo Boss A.G. (“Hugo Boss”) entered intocertain agreements including (i) a license agreement (the “License Agreement”)granting the Company rights to manufacture and sell apparel using the BOSSbrand name and (ii) an agreement pursuant to which the Company issued to Ambraan aggregate of 3.3 million shares of Series A Convertible Preferred Stock, parvalue $.0001 per share, of the Company (the “Preferred Stock”) and 666,667shares of common stock of the Company. The License Agreement had an initialterm through December 31, 2003 and carried minimum annual royalties ofapproximately $3.2 million in each of 2000 and 2001, approximately $2.6 millionin 2002 and approximately $2.1 million in 2003. The Preferred Stock wasredeemable at the option of the Company any time and from time to time and atthe option of Ambra upon the occurrence of certain acceleration events underthe License Agreement, in either case at a redemption price of $1.00 per share.Any and all unredeemed shares of Preferred Stock are convertible, at the optionof the holder, for a 60 day period beginning October 1, 2003, into apromissory note of the Company in a principal amount equal to $1.00 multipliedby the total number of shares of Preferred Stock being converted, with interestthereafter at an annual interest rate of 12%, payable in four quarterlyinstallments beginning January 1, 2004.

 

In October 2000, theBoard of Directors of the Company authorized the appropriate officers of theCompany to negotiate a termination of the License Agreement. In March 2001, theCompany, Ambra and Hugo Boss entered into an agreement to terminate theCompany’s rights under the License Agreement (the “License Rights TerminationAgreement”). Pursuant to the License Rights Termination Agreement, (i) theCompany issued to Ambra a subordinated secured promissory note (the “Note”) ofthe Company in the principal amount of $7.2 million, with principal andinterest at an annual rate of 8% payable in twenty–four (24) quarterlyinstallments in the amount of (a) $205,500 each through December 31, 2001,(b) $420,000 each from March 31, 2002 through September 30, 2006 and(c) $407,085 on December 31, 2006; (ii) the Company’s rights under theLicense Agreement (including the Company’s obligation to pay any royalties thereunder)were terminated (iii) the Company agreed to sell or dispose of existing BOSSinventory by October 31, 2001; and (iv) the Preferred Stock will be (a)redeemable by the Company until June 30, 2002 for $1.00 per share, (b)redeemable by the Company from July 1, 2002 through December 31, 2002for the greater of $1.00 per share or the amount equal to the market value ofthe number of shares of common stock which the holder of the Preferred Stockwould have held had the shares of Preferred Stock to be redeemed been convertedto common stock immediately prior to such redemption; (c) redeemable by Ambraat any time upon an event of default 

 

12

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under the Note;and (d) convertible by Ambra from January 1, 2003 through December 31,2006 into (at Ambra’s election): (x) a subordinated secured promissory note ofthe Company in the amount equal to the number of shares of Preferred Stockconverted *multiplied*by $1.00, carrying an interest rate of 12% per annum and payable over a term oftwenty–one (21) months or (y) common stock of the Company at a 1:1conversion ratio. The Company also executed a security agreement in favor ofAmbra as security for the Company’s obligations under the Note and agreed togrant a mortgage or deed of trust on the Company’s real estate in Milford,Delaware and Baltimore, Maryland as security for the Company’s obligationsunder the Note.

 

13

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**PART IV**

 

**ITEM 14****.  EXHIBITS, FINANCIALSTATEMENT SCHEDULES, AND REPORTS ON FORM 8-K:**

 

 

**(a)(3)      Exhibits**.

 
| **Exhibit****Number** |   | **Description**                                                                                                               |
|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------|
| 10.93                 |   | Amended and Restated Executive Employment Agreement  dated April 17, 2002, by and between the Company and Robert J. Arnot     |
|                  |   |                                                                                                                          |
| 10.94                 |   | Amended and Restated Executive Employment Agreement  dated April 17, 2002, by and between the Company and Eugene C. Wielepski |
|                  |   |                                                                                                                          |
| 10.95                 |   | Amended and Restated Executive Employment Agreement  dated April 17, 2002, by and between the Company and Daniel J. Gladstone |

 

14

----

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, asamended, the Registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
|   | I.C. ISAACS & COMPANY, INC.                   |
|--------|---------------------------------------------------|
|   |                                              |
| By:    | /s/ Robert J. Arnot                               |
|   | Robert J. Arnot                                   |
|   | Chairman of the Board and Chief Executive Officer |
|   | Date :  April  30, 2002                      |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, as amended, this reporthas been signed below by the following persons on behalf of the Registrant andin the capacities and on the date indicated.

 
| **Signature**                  |   | **Title**                                              |   | **Date**       |
|--------------------------------|--------|--------------------------------------------------------|--------|----------------|
|                           |   |                                                   |   |           |
| /s/ Robert J. Arnot            |   | Chairman of the Board and Chief Executive Officer,     |   | April 30, 2002 |
|                           |   | President and Director (Principal Executive Officer)   |   |           |
|                           |   |                                                   |   |           |
| /s/  Eugene  C. Wielepski |   | Vice President and Chief Financial Officer and         |   | April 30, 2002 |
|                           |   | Director (Principal Financial and Accounting  Officer) |   |           |
|                           |   |                                                   |   |           |
| /s/  Daniel  Gladstone    |   | President Girbaud Division and Director                |   | April 30, 2002 |
|                           |   |                                                   |   |           |
| /s/  John  Hechler        |   | Director                                               |   | April 30, 2002 |
|                           |   |                                                   |   |           |
| /s/  Ronald  S. Schmidt   |   | Director                                               |   | April 30, 2002 |
|                           |   |                                                   |   |           |
| /s/  Thomas  P. Ormandy   |   | Director                                               |   | April 30, 2002 |
|                           |   |                                                   |   |           |
| /s/  Neal J.  Fox         |   | Director                                               |   | April 30, 2002 |
|                           |   |                                                   |   |           |
| /s/ Anthony J. Marterie        |   | Director                                               |   | April 30, 2002 |

 

**Supplemental Informationto be Furnished With Reports Filed Pursuant to Section 15(d) of the SecuritiesExchange Act of 1934 as amended, by Registrants That Have Not RegisteredSecurities Pursuant to Section 12 of such Act**

 

The Company hasnot provided any of its security holders a proxy statement, form of proxy orother proxy soliciting material sent to more than ten of the Company’s securityholders with respect to any annual or other meeting of its security holders.  As of the date of this Form 10-K, theCompany has not provided to its security holders an annual report covering theCompany’s last fiscal year.

 

15

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EXHIBIT INDEX

 
| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                    |
|-----------------|--------|--------------------------------------------------------------------------------------------------------------------|
| 3.01            |   | Amended and Restated Certificate of Incorporation  (1)                                                             |
| 3.02            |   | Amended and Restated By-Laws (1)                                                                                   |
| 3.03            |   | Certificate of Designation dated November 5, 1999  (9)                                                             |
| 3.04            |   | Certificate of Amendment to Certificate of  Designation dated March 15, 2001 (1)                              |
| 4.01            |   | Specimen Common Stock Certificate (1)                                                                              |
| 10.01(a)        |   | Form of Amended and Restated Shareholders Agreement  (1)                                                           |
| 10.01(b)        |   | Form of Amendment No. 1 to Amended and Restated  Shareholders Agreement (1)                                        |
| 10.02           |   | Employment Agreement dated as of May 15, 1997  between the Registrant and Robert J. Arnot (1)                      |
| 10.03           |   | Employment Agreement dated as of May 15, 1997  between Registrant and Gerald W. Lear (1)                           |
| 10.04           |   | Employment Agreement dated as of May 15, 1997  between Registrant and Gary B. Brashers (1)                         |
| 10.05           |   | Employment Agreement dated as of May 15, 1997,  between the Registrant and Eugene C. Wielepski (1)                 |
| 10.06           |   | Employment Agreement dated as of May 15, 1997,  between the Registrant and Thomas Ormandy (1)                      |
| 10.07           |   | 1997 Omnibus Stock Plan (1)                                                                                        |
| 10.08(a)        |   | Accounts Financing Agreement dated June 16, 1992 (1)                                                               |
| 10.08(b)        |   | Covenant Supplement to Accounts Financing Agreement  dated June 16, 1992 (1)                                  |
| 10.08(c)        |   | Inventory and Equipment Security Agreement  Supplement to Accounts Financing Agreement dated June 16, 1992 (1)     |
| 10.08(d)        |   | Trade Financing Agreement Supplement to Accounts  Financing Agreement (Security Agreement) dated June 16, 1992 (1) |
| 10.08(e)        |   | Amendment to Financing Agreements dated October 30,  1992 (1)                                                      |
| 10.08(f)        |   | Second Amendment to Financing Agreements dated  January 4, 1993 (1)                                                |
| 10.08(g)        |   | Third Amendment to Financing Agreements dated March  10, 1993 (1)                                                  |
| 10.08(h)        |   | Fourth Amendment to Financing Agreements dated May  1, 1993 (1)                                                    |
| 10.08(i)        |   | Fifth Amendment to Financing Agreements dated  January 1, 1994 (1)                                                 |
| 10.08(j)        |   | Sixth Amendment to Financing Agreements dated September  1, 1993 (1)                                               |
| 10.08(k)        |   | Seventh Amendment to Financing Agreements dated  August, 1994 (1)                                                  |
| 10.08(l)        |   | Eighth Amendment to Financing Agreements dated  December 31, 1994 (1)                                              |
| 10.08(m)        |   | Ninth Amendment to Financing Agreements dated April,  1995 (1)                                                     |
| 10.08(n)        |   | Tenth Amendment to Financing Agreements dated June  23, 1995 (1)                                                   |
| 10.08(o)        |   | Eleventh Amendment to Financing Agreements dated  January 1, 1996 (1)                                              |
| 10.08(p)        |   | Twelfth Amendment to Financing Agreements dated June  25, 1996 (1)                                                 |
| 10.08(q)        |   | Thirteenth Amendment to Financing Agreements dated  August, 1996 (1)                                               |
| 10.08(r)        |   | Term Promissory Note dated June, 1996 (1)                                                                          |
| 10.08(s)        |   | Trademark Collateral Assignment and Security  Agreement dated June 16, 1992 (1)                                    |
| 10.09           |   | Form of Indemnification Agreement (1)                                                                              |
| 10.10(a)        |   | BOSS Worldwide Rights Acquisition Agreement dated  September 30, 1997 (1)                                          |
| 10.10(b)        |   | Promissory Note dated November 5, 1997 (1)                                                                         |
| 10.10(c)        |   | Guaranty of Promissory Note dated November 5, 1997  (1)                                                            |
| 10.10(d)        |   | Trademark Assignment dated November 5, 1997 (1)                                                                    |
| 10.10(e)        |   | Trademark Assignment dated November 5, 1997 (1)                                                                    |
| 10.10(f)        |   | Trademark Assignment dated November 5, 1997 (1)                                                                    |
| 10.10(g)        |   | Trademark Assignment dated November 5, 1997 (1)                                                                    |
| 10.10(h)        |   | Assignment and Assumption Agreement dated November  5, 1997 (1)                                                    |

 

16

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| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                          |
|-----------------|--------|--------------------------------------------------------------------------------------------------------------------------|
| 10.10(i)        |   | Escrow Agreement dated November 5, 1997 (1)                                                                              |
| 10.10(j)        |   | Collateral Assignment of Trademarks dated November  5, 1997 (1)                                                          |
| 10.10(k)        |   | Termination of License Agreement dated November 5,  1997 (1)                                                             |
| 10.10(l)        |   | Logo Typeface (1)                                                                                                        |
| 10.10(m)        |   | Certain Provisions in Settlement Agreement (1)                                                                           |
| 10.11(a)        |   | Foreign BOSS Rights Acquisition Agreement dated  September 30, 1997 (1)                                                  |
| 10.11(b)        |   | Trademark Assignment dated November 5, 1997 (1)                                                                          |
| 10.11(c)        |   | Assignment and Assumption Agreement dated November  5, 1997 (1)                                                          |
| +10.11(d)       |   | Concurrent Use Agreement dated November 5, 1997 (1)                                                                      |
| +10.11(e)       |   | Foreign Manufacturing Rights Agreement dated  November 5, 1997 (1)                                                       |
| 10.11(f)        |   | Option Agreement dated November 5, 1997 (1)                                                                              |
| 10.11(g)        |   | Secured Limited Recourse Promissory Note dated  November 5, 1997 (1)                                                     |
| 10.11(h)        |   | Note Assumption Agreement dated November 5,  1997  (1)                                                              |
| 10.11(i)        |   | Guaranty of Promissory Note dated November 5, 1997  (1)                                                                  |
| 10.11(j)        |   | Agreement Regarding Consent to Release and Waiver of  Brookhurst Note Claims dated November 5, 1997 (1)                  |
| 10.11(k)        |   | Certain Provisions in Settlement Agreement (1)                                                                           |
| 10.11(l)        |   | Indemnification Agreement dated November 5, 1997 (1)                                                                     |
| 10.12           |   | Uniforms License Agreement dated November 5, 1997  (1)                                                                   |
| 10.13           |   | Trademark License Agreement Relating to BOSS Golf  and Other Marks dated November 5, 1997 (1)                            |
| 10.14           |   | Beverly Hills Polo Club Exclusive Domestic License  Agreement dated December 14, 1995 (1)                                |
| 10.15           |   | Beverly Hills Polo Club Amendment to Exclusive  License Agreement (Men’s) dated June 3, 1997 (1)                    |
| 10.16           |   | Beverly Hills Polo Club Exclusive Domestic License  Agreement dated June 1, 1993 (1)                                     |
| 10.17           |   | Beverly Hills Polo Club Assignment of Licenses  (Women’s) dated August 31, 1993 (1)                                 |
| 10.18           |   | Beverly Hills Polo Club Amendment (Women’s) dated  September 1, 1993 (1)                                            |
| 10.19           |   | Beverly Hills Polo Club Amendment to Exclusive  License Agreement (Women’s) dated June 3, 1997 (1)                  |
| 10.20           |   | Beverly Hills Polo Club Amendment to Exclusive  License Agreement (Men’s dated July 29, 1997 (1)                    |
| 10.21           |   | Beverly Hills Polo Club International Exclusive  License Agreement (Wholesale) dated August 15, 1996 (1)                 |
| 10.22           |   | Beverly Hills Polo Club Amendment to Exclusive  License Agreement (Wholesale) dated June 3, 1997 (1)                     |
| 10.23           |   | Beverly Hills Polo Club International Exclusive  License Agreement (Retail) dated August 15, 1996 (1)                    |
| 10.24           |   | Beverly Hills Polo Club Amendment to International  Exclusive License Agreement (Retail) dated June 3, 1997 (1)          |
| 10.25           |   | Beverly Hills Polo Club Amendment to Exclusive  License Agreement dated July 29, 1997 (1)                                |
| 10.26(a)        |   | Girbaud Trademark License and Technical Assistance  Agreement dated January 15, 1998 (2)                                 |
| 10.26(b)        |   | Girbaud Trademark License and Technical Assistance  Agreement for Women’s  Collection  dated March 4, 1998 (2) |
| 10.26(c)        |   | Cancellation Agreement dated March 4, 1998 (2)                                                                           |
| 10.27(a)        |   | Defined Benefit Pension Plan (1)                                                                                         |
| 10.27(b)        |   | First Amendment to Defined Benefit Pension Plan (1)                                                                      |
| 10.28           |   | Beverly Hills Polo Club Letter Agreement dated March  18, 1998 (2)                                                       |
| 10.29           |   | Beverly Hills Polo Club Letter Agreement dated  February 27, 1998 (2)                                                    |
| 10.30           |   | Beverly Hills Polo Club Letter Agreement dated  February 27, 1998 (2)                                                    |

 

17

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| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                                                                                                                                       |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.31           |   | Beverly Hills Polo Club Exclusive Domestic License  Agreement (Boys) dated April 24, 1998 (3)                                                                                                                                         |
| 10.32           |   | Amendment No. 1 dated June 18, 1998 to Trademark  License and Technical Assistance Agreement for Women’s Collections dated  January 15, 1998 by and between I.C. Isaacs & Co., L.P. and Latitude Licensing  Corp. (4)        |
| 10.33           |   | Fourteenth Amendment to Financing Agreements dated  July 31, 1997 (4)                                                                                                                                                                 |
| 10.34           |   | Fifteenth Amendment to Financing Agreements dated  May 1, 1998 (4)                                                                                                                                                                    |
| 10.35           |   | Amendment by and between BHPC Marketing, Inc. and  I.C. Isaacs & Company, L.P. dated October 21, 1998 relating to the  Exclusive Domestic License Agreement dated December 14, 1995 (5)                                           |
| 10.36           |   | Letter Agreement by and between BHPC Marketing, Inc.  and I.C. Isaacs &  Company, L.P.  dated October 21, 1998 relating to the Exclusive Domestic License Agreement  for Women’s BHPC Sportswear dated June 1, 1993 (5) |
| 10.37           |   | Amended and Restated Omnibus Stock Plan (7)                                                                                                                                                                                           |
| 10.38           |   | Amendment by and between BHPC Marketing, Inc. and  I.C. Isaacs Europe, S.L. dated November 12, 1998 relating to the  International Exclusive License Agreement (Wholesale) dated August 15, 1996  (7)                                 |
| 10.39           |   | Amendment by and between BHPC Marketing, Inc. and  I.C. Isaacs Europe, S.L. dated November 12, 1998 relating to the  International Exclusive License Agreement (Retail) dated August 15, 1996 (7)                                     |
| ++10.40         |   | Amendment No. 1 dated November 12, 1998 to Trademark  License and Technical Assistance Agreement for Men’s Collections dated  January 15, 1998 by and between I.C. Isaacs & Co., L.P. and  Latitude Licensing Corp. (7) |
| ++10.41         |   | Amendment No. 2 dated November 12, 1998 to Trademark  License and Technical Assistance Agreement for Women’s Collections dated  January 15, 1998 by and between I.C. Isaacs & Co., L.P. and Latitude  Licensing Corp. (7)    |
| 10.42           |   | Executive Employment Agreement by and between I.C.  Isaacs & Company, Inc. and Daniel Gladstone dated January 21, 1999 (7)                                                                                                        |
| 10.43           |   | Amendment No. 1 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Robert J. Arnot dated August 27,  1998 (6)                                                                                                |
| 10.44           |   | Amendment No. 1 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Gerald W. Lear dated August 27,  1998 (6)                                                                                                 |
| 10.45           |   | Amendment No. 1 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Eugene C. Wielepski dated August  27, 1998 (6)                                                                                            |
| 10.46           |   | Amendment No. 1 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Thomas Ormandy dated August 27,  1998 (6)                                                                                                 |
| 10.47           |   | Consulting Agreement by and between I.C. Isaacs  & Company and Gary Brashers dated August 27, 1998 (6)                                                                                                                            |
| 10.48           |   | Amendment No. 2 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Robert J. Arnot dated February  11, 1999 (7)                                                                                              |
| 10.49           |   | Amendment No. 2 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Gerald W. Lear dated February 11,  1999 (7)                                                                                               |
| 10.50           |   | Amendment No. 2 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Eugene C. Wielepski dated  February 11, 1999 (7)                                                                                          |
| 10.51           |   | Amendment No. 2 to Employment Agreement by and  between I.C. Isaacs & Company, Inc. and Thomas Ormandy dated February 11,  1999 (7)                                                                                               |
| 10.52           |   | Amendment No. 1 to Consulting Agreement by and  between I.C. Isaacs & Company and Gary Brashers dated February 11, 1999  (7)                                                                                                      |

 

18

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| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                                                                                                                                      |
|-----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.53           |   | Sixteenth Amendment to Financing Agreements dated  March 26, 1999 (7)                                                                                                                                                                |
| 10.54           |   | Amendment by and between BHPC Marketing, Inc. dated  March 1, 1999 relating to the International Exclusive License Agreement  (Wholesale) dated August 15, 1996 (7)                                                                  |
| 10.55           |   | Amendment by and between BHPC Marketing, Inc. dated  March 1, 1999 relating to the International Exclusive License Agreement  (Retail) dated August 15, 1996 (7)                                                                     |
| 10.56           |   | Amendment No. 1 dated March 4, 1998 to Trademark  License and Technical Assistance Agreement for Men’s Collections by and  between the Company and Latitude Licensing Corp. (7)                                                 |
| ++10.57         |   | Amendment No. 3 dated December 23, 1998 to Trademark  License and Technical Assistance Agreement for Women’s Collections by and  between the Company and Latitude Licensing Corp. (7)                                           |
| 10.58           |   | Severance and Redemption Agreement dated June 30,  1999 by and between the Company and Gerald W. Lear (8)                                                                                                                            |
| 10.59           |   | Second Amended and Restated Shareholders Agreement  dated June 30, 1999 (8)                                                                                                                                                          |
| 10.60           |   | Amendment No. 4 to the Trademark License and  Technical Assistance Agreement Covering Women’s Products dated August 2, 1999  (8)                                                                                                |
| 10.61           |   | Shareholders Agreement dated August 9, 1999 (8)                                                                                                                                                                                      |
| 10.62           |   | Agreement dated October 22, 1999 by and among I.C.  Isaacs & Company, Inc., I.C. Isaacs & Company L.P., Ambra Inc. and  Hugo Boss AG. (9)                                                                                    |
| 10.63           |   | Restated and Amended License Rights Agreement dated  October 22, 1999 by and among Ambra Inc., Hugo Boss AG and I.C. Isaacs &  Company L.P. (9)                                                                                  |
| 10.64           |   | Shareholders Agreement dated November 5, 1999 by and  between I.C. Isaacs & Company, Inc. and Ambra Inc. (9)                                                                                                                     |
| 10.65           |   | Bill of Sale and Assignment of Trademark Rights  dated October 22, 1999 by and between I.C. Isaacs & Company L.P. and  Ambra Inc. (9)                                                                                            |
| 10.66           |   | Assumption of Assumed Agreements dated October 22,  1999 and between I.C. Isaacs & Company L.P. and Ambra Inc. (9)                                                                                                               |
| 10.67           |   | Amendment to International Exclusive License  Agreement dated November 1, 1999 by and between I.C. Isaacs Europe, S.L. and  BHPC Marketing, Inc. (10)                                                                                |
| 10.68           |   | Amendment to International Exclusive License  Agreements dated September 1, 1999 by and between I.C. Isaacs Europe, S.L.  and BHPC Marketing, Inc. (10)                                                                              |
| 10.69           |   | Amendment No. 3 to Employment Agreement dated  January 3, 1999 by and between I.C. Isaacs & Company L.P. and Robert J.  Arnot (10)                                                                                               |
| 10.70           |   | Amendment No. 3 to Employment Agreement dated  January 3, 1999 by and between I.C. Isaacs & Company L.P. and Eugene C.  Wielepski. (10)                                                                                          |
| 10.71           |   | Letter Agreement dated December 31, 1999 by and  between I.C. Isaacs & Company L.P. and G.I. Promotion (10)                                                                                                                      |
| 10.72           |   | License Agreement effective January 1, 2000 by and  between I.C. Isaacs & Company L.P. and Wurzburg Holding S.A. (10)                                                                                                            |
| 10.73           |   | Girbaud Distribution Agreement Canada dated as of  May 15, 2000, between Western Glove Works and I.C Isaacs and Company L.P.  (11)                                                                                                   |
| 10.74           |   | Amendment No. 1 dated as of May 15, 2000, to Girbaud  Distribution Agreement Canada dated as of May 15, 2000, between Western Glove  Works and I.C. Isaacs and Company L.P. (11)                                                     |
| 10.75           |   | Amendment No. 2 dated June 21, 2000, to Trademark  License and Technical Assistance Agreement Covering Men’s Products dated  January 15, 1998, by and between Latitude Licensing Corp. and I.C. Isaacs  & Company L.P. (11) |

 

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| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                                                                                                                                        |
|-----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.76           |   | Amendment No. 5 dated June 21, 2000, to Trademark  License and Technical Assistance Agreement Covering Women’s Products dated  January 15, 1998, by and between Latitude Licensing Corp. and I.C. Isaacs  & Company L.P. (11) |
| 10.77           |   | Amendment by and between BHPC Marketing, Inc., and  I.C Isaacs Europe, S.L. dated July 31, 2000, relating to the International  Exclusive License Agreements (Wholesale and Retail) dated August 15, 1996  (11)                        |
| 10.78           |   | Amendment No. 2, dated as of August 25, 2000, to  Consulting Agreement by and between I.C. Isaacs & Company, Inc. and Gary  Brashers (12)                                                                                          |
| 10.79           |   | Eighteenth Amendment to Financing Agreement, dated  as of May 30, 2000 (12)                                                                                                                                                            |
| 10.80           |   | Nineteenth Amendment to Financing Agreement, dated  June 23, 2000 (12)                                                                                                                                                                 |
| 10.81           |   | Twentieth Amendment to Financing Agreements, dated  as of November 7, 2000 (12)                                                                                                                                                        |
| 10.82           |   | Letter Agreement dated August 9, 2000, by and  between I.C. Isaacs & Company L.P. and Congress Financial Corporation  relating to Covenant Supplement to the Accounts Financing Agreement (12)                                     |
| 10.83           |   | License Rights Termination Agreement dated March 15,  2001 by and between Ambra Inc., Hugo Boss AG, I.C. Isaacs & Company L.P.  I.C. Isaacs & Company, Inc. (13)                                                               |
| 10.84           |   | Subordinated Secured Promissory Note dated March 15,  2001 (13)                                                                                                                                                                        |
| 10.85           |   | Security Agreement dated March 15, 2001 by and  between I.C. Isaacs & Company, Inc. and Ambra Inc. (13)                                                                                                                            |
| 10.86           |   | Amendment No. 1 dated March 15, 2001 to Shareholders  Agreement by and between I.C. Isaacs & Company, Inc. and Ambra Inc. (13)                                                                                                     |
| 10.87           |   | Twenty-second Amendment to Financing Agreements  dated March 15, 2001 (13)                                                                                                                                                        |
| 10.88           |   | Amendment No. 4 to Employment Agreement dated March  31, 2001 by and between I.C. Isaacs & Company L.P. and Robert J. Arnot  (14)                                                                                                  |
| 10.89           |   | Amendment No. 4 to Employment Agreement dated March  31, 2001 by and between I.C. Isaacs & Company L.P. and Eugene Wielepski  (14)                                                                                                 |
| 10.90           |   | Twenty-third Amendment to Financing Agreements dated  August 13, 2001 (15)                                                                                                                                                             |
| 10.91           |   | Twenty-fourth Amendment to Financing Agreements  dated March 11, 2002 (16)                                                                                                                                                             |
| 10.92           |   | Amendment No. 3 to Trademark License and Technical  Assistance Agreement Covering Men’s Products dated May 31, 2001 (16)                                                                                                          |
| 10.93           |   | Amended and Restated Executive Employment Agreement  dated April 17, 2002, by and between the Company and Robert J. Arnot                                                                                                              |
| 10.94           |   | Amended and Restated Executive Employment Agreement  dated April 17, 2002, by and between the Company and Eugene C. Wielepski                                                                                                          |
| 10.95           |   | Amended and Restated Executive Employment Agreement  dated April 17, 2002, by and between the Company and Daniel J. Gladstone                                                                                                          |
| 21.01           |   | List of Subsidiaries (1)                                                                                                                                                                                                               |
| 23.01           |   | Consent of BDO Seidman, LLP (16)                                                                                                                                                                                                       |

 

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| (1) |   | Previously filed with the Company’s Registration  Statement on Form S-1 (SEC File No. 333-37155).                               |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Previously filed with the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 1997 (SEC File No. 0-23379).    |
| (3) |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended March 31, 1998 (SEC File No. 0-23379). |
| (4) |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended June 30, 1998 (SEC File No. 0-23379).  |

 

20

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| (5)    |   | Previously filed with  the Company’s Quarterly Report on Form 10-Q for the Quarter Ended September  30, 1998 (SEC File No. 0-23379).                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6)    |   | Previously filed with the Company’s Current Report  on Form 8-K dated August 27, 1998 (SEC File No. 0-23379).                                                                                  |
| (7)    |   | Previously filed with the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 1998 (SEC File No. 0-23379).                                                                   |
| (8)    |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended June 30, 1999 (SEC File No. 0-23379).                                                                 |
| (9)    |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended September 30, 1999 (SEC File No. 0-23379).                                                            |
|   |   |                                                                                                                                                                                                |
| (10)   |   | Previously filed with the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 1999 (SEC File No. 0-23379).                                                                   |
| (11)   |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended June 30, 2000 (SEC File No. 0-23379).                                                                 |
| (12)   |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended September 30, 2000 (SEC File No. 0-23379).                                                            |
| (13)   |   | Previously filed with the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 2000 (SEC File No. 0-23379).                                                                   |
| (14)   |   | Previously filed with the Company’s Quarterly Report  on Form 10-Q for the Quarter Ended March 31, 2001 (SEC File No. 0-23379).                                                                |
| (15)   |   | Previously filed with the Company’s Current Report  on Form 8-K dated September 14, 2001 (SEC File No. 0-23379).                                                                               |
| (16)   |   | Previously filed with the Company’s Annual Report on  Form 10-K for the Year Ended December 31, 2001 (SEC File No. 0-23379).                                                                   |
|   |   |                                                                                                                                                                                                |
| +      |   | Certain portions of this exhibit have been omitted  pursuant to an order granting confidential treatment and have been filed  separately with the Securities and Exchange Commission.               |
| ++     |   | Certain portions of this exhibit have been omitted  pursuant to a request for an order granting confidential treatment and have  been filed separately with the Securities and Exchange Commission. |

 

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