SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
NAUTICA ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------
As previously announced, the Company has amended its Stockholder Rights
Agreement to provide, among other things, that the rights issued under the
Stockholders Rights Agreement will be automatically redeemed under certain
circumstances in the event of certain qualifying tender offers, unless
stockholders vote to keep the rights outstanding.
In connection with the amended Stockholder Rights Agreement, the Company filed
with the Securities and Exchange Commission on June 26, 2003 a Current Report on
Form 8-K and a registration statement amendment on Form 8-A/A.
John Varvatos, an executive officer and director of the Company, recently has
pledged to the Company that he will attend all future meetings of the Company's
Board of Directors, unless he is unable to do so by reason of illness or family
emergency, and that if he defaults on this pledge he will promptly resign from
the Board.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Proxy Statement and other written or oral
statements made by or on behalf of the Company may contain "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
These statements are based on the Company's current expectations of future
events and are subject to a number of risks and uncertainties that may cause the
Company's actual results to differ materially from those described in the
forward-looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. These
factors and uncertainties include, among others: the risk that new businesses of
the Company will not be integrated successfully; the risk that the Company will
experience operational difficulties with its distribution facility; the overall
level of consumer spending on apparel; dependence on sales to a limited number
of large department store customers; risks related to extending credit to
customers; actions of existing or new competitors and changes in economic,
political or health conditions in the markets where the Company sells or sources
its products, including with respect to SARS; downturn or generally reduced
shopping activity caused by public safety concerns; risks associated with
consolidations, restructurings and other ownership changes in the retail
industry; changes in trends in the market segments in which the Company
competes; risks associated with uncertainty relating to the Company's ability to
launch, support and implement new product lines; effects of competition; changes
in the costs of raw materials, labor and advertising; the ability to secure and
protect trademarks and other intellectual property rights; risks associated with
the relocation of Earl Jean, Inc.; the risk that the cost of transitioning the
Nautica Europe business to licensing or other key arrangements will be more than
anticipated or that the Company will not be able to negotiate acceptable terms;
and, the impact that any labor disruption at the Company's ports of entry could
have on timely product deliveries. These and other risks and uncertainties are
disclosed from time to time in the Company's filings with the Securities and
Exchange Commission, including the "Forward-Looking and Cautionary Statements"
section of the Company's Annual Report on Form 10-K for the fiscal year ended
March 1, 2003, in the Company's press releases and in oral statements made by or
with the approval of authorized personnel. The Company assumes no obligation to
update any forward-looking statements as a result of new information or future
events or developments.