SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 27, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from______to______
Commission File Number: 0-10345
CACHE, INC.
(Exact name of registrant as specified in is Charter)
Florida 59-1588181
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1460 Broadway, New York, New York 10036
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(Address of principal executive offices) (zip code)
212-575-3200
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(Registrant's telephone number, including area code)
(Former name, address and former fiscal year, if changed since last report)
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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 than 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 whether the registrant is an accelerated filer (as
defined in Exchange Act 12b-2).
YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date.
Common Stock, $.01 9,981,150
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Class of Stock Outstanding Outstanding at December 22, 2003
EXPANATORY NOTE
This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the
period ended September 27, 2003 is being filed solely to amend the Exhibit
listing in Item 6 and to renumber former exhibits 99.1, 99.2 and 99.3 as
exhibits 31.1, 31.2 and 32.1, respectively. No other revisions were made to
such exhibits and no revisions have been made to the Registrant's financial
statements or any other disclosure contained in such quarterly report.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
11.1 Calculation of Basic and Diluted Earnings per Common Share. *
31.1 Section 302 Certification of the Chief Executive Officer
31.2 Section 302 Certification of the Principal Financial and
Accounting Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350
* - previously filed
(b) Reports on Form 8-K
1.3 Form 8-K, filed October 21, 2003 - reporting pursuant to Item 5 of such
Form, the operating results for the thirty-nine and thirteen week periods ended
September 27, 2003.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
CACHE, INC.
(Registrant)
December 22, 2003 BY: /s/ Brian Woolf
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Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
December 22, 2003 BY: /s/ Thomas E. Reinckens
-------------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial
and Accounting Officer)
EXHIBIT 31.1
SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
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I, Brian Woolf, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cache,
Inc. (Cache)
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of Cache as of, and for, the periods presented in this report;
4. Cache's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for Cache and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to
Cache, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of Cache's disclosure controls and
procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in Cache's internal control
over financial reporting that occurred during Cache's most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect Cache's internal control over
financial reporting; and
5. Cache's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting to
Cache's auditors and the audit committee of Cache's Board of Directors;
a) All significant deficiencies in the design or operation of
internal control over financial reporting which are reasonably
likely to adversely affect Cache's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in Cache's internal
control over financial reporting.
November 7, 2003 By: /s/ Brian Woolf
--------------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
EXHIBIT 31.2
SECTION 302 CERTIFICATION OF THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
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I, Thomas E. Reinckens, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cache,
Inc. (Cache)
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of Cache as of, and for, the periods presented in this report;
4. Cache's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for Cache and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to
Cache, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period
which this report is being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of Cache's disclosure controls and
procedures and presented in the report our conclusions about the
effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
d. Disclosed in this report any change in Cache's internal control
over financial reporting that occurred during Cache's most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect Cache's internal control over
financial reporting; and
5. Cache's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting to
Cache's auditors and the audit committee of Cache's Board of Directors;
a) All significant deficiencies in the design or operation of
internal control over financial reporting which are reasonably
likely to adversely affect Cache's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in Cache's internal
control over financial reporting.
November 7, 2003 By: /s/ Thomas E. Reinckens
----------------------------
Thomas E. Reinckens
Presidentand Chief
Operating Officer
(Principal Financial
and Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to and solely for the purposes of, 18 U.S.C. Section 1350 (Section
906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies
in the capacity and on the date indicated below that:
1. The Quarterly Report of Cache, Inc. on Form 10-Q for the period ending
September 27, 2003 as filed with the Securities and Exchange Commission
on the date hereof (the "Report") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of Cache,
Inc.
November 7, 2003 BY: /s/ Brian Woolf
-------------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
November 7, 2003 BY: /s/ Thomas E. Reinckens
--------------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial
and Accounting
Officer)