This excerpt taken from the BEBE 10-Q filed Feb 11, 2009.
On January 9, 2009, Gregory Scott departed as Chief Executive Officer and member of the Companys Board of Directors (the Board). On the same date Manny Mashouf, the Companys founder and Chairman of the Board, assumed the responsibilities of Chief Executive Officer and Cynthia Cohen was appointed as the Boards lead independent director. Pursuant to the separation agreement, the Company will pay Mr. Scott: (i) all accrued but unpaid salary and all accrued but unused vacation time earned through his termination date; and (ii) a severance payment of $600,000, equal to one year of his annual base salary, paid in equal installments over the twelve month period following his termination date. Pursuant to the separation agreement, Mr. Scott will also become fully vested as of the termination date with respect to any previously unvested portion of the option to purchase 100,000 shares of the Companys common stock which was previously granted to Mr. Scott on September 8, 2008, and the option will remain exerciseable until the date one year from his termination date.
On January 27, 2009, the Company and Bank of America N.A. (the Bank) executed the Fourth Amendment to the Business Loan Agreement dated March 28, 2003 between the Registrant and the Bank to amend the expiration date of the Business Loan Agreement from March 31, 2009 to March 30, 2010. All other terms of the Business Loan Agreement remain the same.
This excerpt taken from the BEBE 10-Q filed Nov 10, 2008.
In October 2008, the board of directors authorized a program to repurchase up to $30 million of the Companys common stock. The Company intends, from time to time, as business conditions warrant, to purchase stock in the open market or through private transactions. Purchases may be increased, decreased or discontinued at any time without prior notice.
The plan does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at managements discretion. The Company currently has approximately 89 million shares outstanding.
On October 8, 2008, UBS notified the Company of a settlement offer whereby UBS would purchase eligible auction rate securities (ARS) it sold to the Company prior to February 13, 2008. Under the terms of the settlement, at the Companys option, UBS will purchase eligible ARS from the Company at par value during the period June 30, 2010 through July 2, 2012. The Company has until November 14, 2008 to notify UBS if it will accept the terms of the settlement offer. UBS has offered to also provide the Company with access to no net cost loans up to 75% of the par value of eligible ARS until June 30, 2010. As of October 4, 2008, the Company held approximately $95.1 million, at par value, of eligible ARS with UBS. As of November 10, 2008, we have not entered into any ARS loan program agreements with UBS.
As of the date of this filing, the Company is involved in ongoing legal proceedings as described below.
A former employee sued the Company in a complaint filed on April 28, 2005 in the United States District Court for the Northern District of California (case No. C050177) alleging violations under the Fair Labor Standards Act, specifically that the Company obligated her to buy and wear its brand clothing as a uniform, without reimbursement or credit, and the net effect of deducting the value of such required purchases from her wages would often result in her not being paid minimum wages. The plaintiff purports to bring the action also on behalf of a class of hourly, non-managerial employees who are similarly situated. The lawsuit seeks compensatory, statutory and injunctive relief. The Company has negotiated a confidential settlement in this case which remains subject to court approval. One objection to the settlement has been filed by the plaintiff in the lawsuit described in the next paragraph of this section. The Company has accrued an amount that the Company believes reasonably estimates the potential liability, which did not have a material impact on the Companys financial position or results of operations.
A former employee sued the Company in a complaint filed July 27, 2006 in the Superior Court of California, San Mateo County (case No. CIV 456550) alleging a failure to pay all wages, failure to pay overtime wages, failure to pay minimum wages, failure to provide meal periods, violation of Labor Code §450, violation of Labor Code §2802 and California Code of Regulations §11040(9)(A), statutory wage violations (late payment of wages), unlawful business practices under Business and Professions Code §16720 and §17200, conversion of wages and violation of Civil Code §52.1. The plaintiff purports to bring the action also on behalf of current and former California bebe employees who are similarly situated. The lawsuit seeks compensatory, statutory, punitive, restitution and injunctive relief. In September 2008, the Company filed an opposition to Plaintiffs recently filed motion to certify a class relating only to Plaintiffs claim that the Company required employees to purchase and wear our product. The court is currently reviewing this matter.
A former employee sued the Company in a complaint filed September 20, 2007 in the United States District Court for the District of New Jersey (case no. 07-cv-4514 (D.N.J.)) alleging various state and federal statutory breaches based on a failure to pay all wages, including overtime wages and bonus, failure to provide and/or pay for meal and rest break periods, failure to credit vacation time and other benefits and retaliation, wrongful termination, breach of contract, breach of covenant of good faith and fair dealing, and unjust enrichment. Plaintiff purports to bring the action on behalf of current and former store management employees who are or were similarly situated. The complaint seeks compensatory, statutory and punitive damages and equitable relief. In April 2008, the Company filed both a Motion to Dismiss and an objection to Plaintiffs Motion for Conditional Class Certification regarding Plaintiffs claims of violations under the Fair Labor Standard Act (FLSA claims). The Court dismissed a number of Plaintiffs claims, left in tact certain others (including state wage claims, individual federal wage claims and the retaliation claim) and separately denied Plaintiffs certification motion pertaining to purported FLSA class claims. A status conference will be heard in early November.
The Company is also involved in various other legal proceedings arising in the normal course of business. None of these matters nor the matters listed above are expected, individually or in the aggregate, to have a material adverse effect on the Companys business, financial condition or results of operations.
The Company intends to defend ourself vigorously against each of these claims. However, the results of any litigation are inherently uncertain. The Company cannot assure you that we will be able to successfully defend ourself in these lawsuits. Where required, and/or otherwise appropriate, the Company has recorded an estimate of potential liabilities that the Company believes is reasonable. Any estimates are revised as further information becomes available.