SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2003 OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-19714
E COM VENTURES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0977964
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
251 International Parkway 33325
Sunrise, Florida
(Address of principal executive offices) (Zip Code)
(954) 335-9100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K |X|.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes |_| No |X|
As of May 23, 2003 the number of shares of the registrant's common stock
outstanding was 2,475,959. The aggregate market value of the common stock held
by non affiliates of the registrant as of August 3, 2002 was approximately $5.9
million, based on the closing price of the common stock ($4.00) as reported by
the NASDAQ National Market on such date. For purposes of the foregoing
computation, all executive officers, directors and 5% beneficial owners of the
registrant are deemed to be affiliates. Such determination should not be deemed
to be an admission that such executive officers, directors or 5% beneficial
owners are, in fact, affiliates of the registrant.
EXPLANATORY NOTE
This Form 10-K/A is being filed solely for the purpose of correcting
Exhibit 23.1, the Consent of Independent Accountants, to reference additional
Registration Statements on Form S-8 and S-3 of E Com Ventures, Inc. (the
"Company") in such Consent, and does not reflect any events occurring after the
date of filing of the
original Form 10-K or otherwise modify or update any of the information
contained therein, except to change the address of the Company.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(3) Exhibits
PAGE NUMBER OR
INCORPORATED BY
EXHIBIT DESCRIPTION REFERENCE FROM
------- ----------- --------------
3.1 Amended and Restated Articles of Incorporation (12)
3.2 Bylaws (2)
10.1 Executive Compensation Plans and Arrangements
(a) Employment Agreement, dated as of February 16, 2001, between (11)
the Company and A. Mark Young
(b) Employment Agreement, dated as of February 1,
2002, between (12) the Company and Ilia Lekach
10.5 1991 Stock Option Plan, as amended (6)
10.6 1992 Directors Stock Option Plan, as amended (6)
10.7 Series A Securities Purchase Agreement (3)
10.8 Series B Securities Purchase Agreement (4)
10.9 Series C Securities Purchase Agreement (5)
10.10 Series D Securities Purchase Agreement (5)
10.11 2000 Stock Option Plan (10)
10.12 2000 Directors Stock Option Plan (10)
10.13 Revolving Credit and Security Agreement with GMAC Commercial (9)
Credit LLC, dated May 12, 2000
10.14 Waiver and Amendment to the Revolving Credit and Security
Agreement with GMAC Commercial Credit LLC, dated November 8, 2000 (11)
10.15 Waiver and Amendment to the Revolving Credit and Security Agreement (11)
with GMAC Commercial Credit LLC, dated April 26, 2001
10.16 Lease agreement with Victory Investment Group, LLC, dated (13)
October 21, 2002
21.1 Subsidiaries of the Registrant (13)
2
23.1 Consent of Deloitte & Touche LLP (14)
31.1 Certification of the Chief Executive Officer Pursuant to Section 302 (14)
of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (14)
--------------
(1) Not used.
(2) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-1 (No. 33-46833).
(3) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-1 filed June 11,
1999 (No. 333-80525).
(4) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-1/A, filed August
31, 1999 (No. 333-80525).
(5) Incorporated by reference to the exhibit of the same description filed
with the Company's Registration Statement on Form S-3 filed April 25,
2000 (No. 333-35580).
(6) Incorporated by reference to the exhibit of the same description filed
with the Company's 1995 Form 10-K (filed April 26, 1996).
(7) Not used.
(8) Not used.
(9) Incorporated by reference to the exhibit of the same description filed
with the Company's 1999 Form 10-Q (filed June 13, 2000).
(10) Incorporated by reference to the exhibit of the same description filed
with the Company's Proxy Statement (filed October 6, 2000).
(11) Incorporated by reference to the exhibit of the same description filed
with the Company's 2000 Form 10-K (filed May 4, 2001).
(12) Incorporated by reference to the exhibit of the same description filed
with the Company's 2001 Form 10-K (filed May 3, 2002).
(13) Incorporated by reference to the exhibit of the same description filed
with the Company's 2002 Form 10-K (filed April 30, 2003) to which this
amendment relates.
(14) Filed herewith.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, on August 29, 2003.
E Com Ventures, Inc.
By: /S/ ILIA LEKACH
--------------------------
Ilia Lekach
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange act of 1934,
this amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ILIA LEKACH Chairman of the Board and August 29, 2003
------------------------------ Chief Executive Officer,
Ilia Lekach (Principal Executive Officer)
/s/ A. MARK YOUNG Chief Financial Officer, August 29, 2003
------------------------------ (Principal Accounting Officer)
A. Mark Young
/s/ * Chief Financial Officer August 29, 2003
------------------------------ Perfumania, Inc.,
Donovan Chin Secretary and Director
/s/ * Director August 29, 2003
------------------------------
Carole Ann Taylor
/s/ * Director August 29, 2003
------------------------------
Joseph Bouhadana
/s/ * Director August 29, 2003
------------------------------
Miles Raper
* BY: /S/ A. MARK YOUNG
------------------------
A. Mark Young
Attorney-In-Fact
4
EXHIBIT INDEX
23.1 Consent of Deloitte & Touche LLP
31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
5