PART III ITEMS 10, 11, 12, 13 and 14.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
The following reports and Consolidated Financial Statements are filed as part of this report beginning on page F-l, pursuant to Item 8.
Management's Report on Internal Control over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2012 and 2011
Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010 Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Financial statement schedules have been omitted since they are either not required, not applicable or the information is otherwise included.
(3) Exhibit Listing
Please see list of the exhibits at 15(b), below. 80
10.5 Amended Form of Option Agreement under Steiner Leisure Limited Amended and Restated 1996 Share Option and Incentive Plan for Incentive Share Options7*+
10.6 Form of Option Agreement under Steiner Leisure Limited Amended and Restated Non-Employee Directors' Share Option Plan8#+
10.7 2004 Equity Incentive Plan9+
10.8 Form of Incentive Share Option Agreement under Steiner Leisure Limited 2004 Equity Incentive Plan10*+
10.9 Form of Non-Qualified Share Option Agreement under Steiner Leisure Limited 2004 Equity Incentive
Plan10**+
10.12 Form of Non-Qualified Share Option Agreement under Steiner Leisure Limited 2004 Equity Incentive Plan for Michele Steiner Warshaw11+
10.22 Employment Agreement dated December 18, 2007 between Steiner Leisure Limited and Clive E. Warshaw12+
10.23 Asset Purchase Agreement, dated January 26, 2006, among FCNH, Inc., Steiner Leisure Limited, Utah College of Massage Therapy, Inc. and Norman Cohn13
10.25 Supply Agreement dated June 25, 2008 between Cosmetics Limited and Alban Muller International14 81
(b) The following is a list of all exhibits filed as a part of this report.
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated as of October 14, 2011 by and among Steiner U.S. Holdings, Inc., SUS Acquisition Corp., Inc., Ideal Image Development, Inc. and H.I.G. Ideal Image, LLC1
3.l Amended and Restated Memorandum of Association of Steiner Leisure Limited2
3.2 Amended and Restated Articles of Association of Steiner Leisure Limited3
4.1 Specimen of common share certificate4
10.1 Amended and Restated 1996 Share Option and Incentive Plan5+
10.2 Amended and Restated Non-Employee Directors' Share Option Plan6+
10.3 Form of Option Agreement under Steiner Leisure Limited Amended and Restated 1996 Share Option and Incentive Plan For Incentive Share Options7*+
10.4 Form of Option Agreement under Steiner Leisure Limited Amended and Restated 1996 Share Option and Incentive Plan For Non-Qualified Share Options7**+
10.27 Steiner Leisure Limited 2009 Incentive Plan15+
10.29 Purchase Agreement dated November 2, 2009 by and among Steiner Leisure Limited, Steiner U.S. Holdings, Inc., Steiner UK Limited, Mandara Spa Asia Limited, Starwood Hotels & Resorts Worldwide, Inc., Bliss World Holdings Inc. and Bliss World LLC16
10.32 Employment and Severance Agreement dated February 3, 2011 between Steiner Leisure Limited and Leonard I. Fluxman17+
10.33 Employment and Severance Agreement dated February 3, 2011 between Steiner Leisure Limited and Stephen Lazarus17+
10.34 Employment Agreement dated August 30, 2011 between Elemis Limited and Sean Harrington18+ 10.35 Amended and Restated Credit Agreement dated as of November 1, 2011 by and among Steiner U.S.
Holdings, Inc. as the Borrower, the Lenders from time to time party thereto, SunTrust Bank as the Administrative Agent, Bank of America, N.A. and Wells Fargo Bank, N.A. as Syndication Agents and Regions Bank as Documentation Agent (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.)19 10.35(a) First Amendment to Amended and Restated Credit Agreement, dated as of August 15, 2012, by and
among Steiner U.S. Holdings, Inc., SunTrust Bank, as administrative agent, and the several banks and other financial institutions and lenders thereto20
10.35(b) Second Amendment to Amended and Restated Credit Agreement, dated as of November 27, 2012, by and among Steiner U.S. Holdings, Inc., SunTrust Bank, as administrative agent, and the several banks and other financial institutions and lenders thereto21
10.36 Employment and Severance Agreement dated December 19, 2011 between Steiner Transocean Limited and Glenn Fusfield22+
10.37 Steiner Leisure Limited 2012 Incentive Plan23+
10.38 Employment and Severance Agreement dated December 4, 2012 between Steiner Leisure Limited and Robert C. Boehm24+
10.39 Form of Restricted Share Unit Award Agreement under the Steiner Leisure Limited 2009 Incentive Plan and Steiner Leisure Limited 2012 Incentive Plan25***#+
10.40 Form of Restricted Share Unit Award Agreement with Four-Year Vesting Period under the Steiner Leisure Limited 2009 Incentive Plan and Steiner Leisure Limited 2012 Incentive Plan25*+
10.41 Form of Restricted Share Unit Award Agreement with Five-Year Vesting Period under the Steiner Leisure Limited 2009 Incentive Plan and Steiner Leisure Limited 2012 Incentive Plan25*+
10.42 Form of Senior Officer Performance Share Unit Award Agreement under the Steiner Leisure Limited 2009 Incentive Plan and Steiner Leisure Limited 2012 Incentive Plan25***#+
10.43 Form of Performance Share Unit Award Agreement under the Steiner Leisure Limited 2009 Incentive Plan and Steiner Leisure Limited 2012 Incentive Plan25***#+
14 Amended Steiner Leisure Limited Code of Business Conduct and Ethics (as amended February 24, 2010) 26
21 List of subsidiaries of Steiner Leisure Limited25 23.1 Consent of Ernst & Young LLP25
23.2 Consent of Harry B. Sands, Lobosky and Company25
31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer25 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer25 32.1 Section 1350 Certification of Principal Executive Officer25
32.2 Section 1350 Certification of Principal Financial Officer25 101.INS++ XBRL Instance Document.
101.SCH++ XBRL Taxonomy Extension Schema Document.
101.CAL++ XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF++ XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB++ XBRL Taxonomy Extension Label Linkbase Document. 101.PRE++ XBRL Taxonomy Extension Presentation Linkbase Document.
1Previously filed with current report on Form 8-K dated October 19, 2011 and incorporated herein by reference.
2Previously filed with quarterly report on Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by
reference.
3Previously filed with current report on Form 8-K, dated March 17, 2006 and incorporated herein by reference. 4Previously filed with Amendment Number 2 to Steiner Leisure's Registration Statement on Form F-1, Registration
Number 333-5266, and incorporated herein by reference.
5Previously filed with quarterly report on Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by
reference.
6Previously filed with quarterly report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by
reference.
7Previously filed with quarterly report on Form 10-Q for the quarter ended September 30, 1997, and incorporated herein
by reference.
8Previously filed with annual report on Form 10-K for the year ended December 31, 1997 and incorporated herein by
reference.
9Previously filed with quarterly report on Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by
reference.
10Previously filed with current report on Form 8-K dated December 17, 2004 and incorporated herein by reference. 11Previously filed with annual report on Form 10-K for the year ended December 31, 2005 and incorporated herein by
reference.
12Previously filed with annual report on Form 10-K for the year ended December 31, 2007 and incorporated herein by
reference.
13Previously filed with current report on Form 8-K, dated January 26, 2006 and incorporated herein by reference. 14Previously filed with current report on Form 8-K, dated June 25, 2008 and incorporated herein by reference. 15Previously filed with current report on Form 8-K dated June 11, 2009 and incorporated herein by reference. 16Previously filed with current report on Form 8-K dated November 4, 2009 and incorporated herein by reference. 17Previously filed with current report on Form 8-K dated February 7, 2011 and incorporated herein by reference. 18Previously filed with current report on Form 8-K dated August 31, 2011 and incorporated herein by reference. 19Previously filed with current report on Form 8-K dated November 7, 2011 and incorporated herein by reference. 20Previously filed with current report on Form 8-K dated August 20, 2012 and incorporated herein by reference. 21Previously filed with current report on Form 8-K dated November 28, 2012 and incorporated herein by reference. 22Previously filed with current report on Form 8-K dated December 20, 2011 and incorporated herein by reference. 23Previously filed with current report on Form 8-K dated June 13, 2012 and incorporated herein by reference. 24Previously filed with current report on Form 8-K dated December 7, 2012 and incorporated herein by reference. 25Filed herewith.
26Previously filed with current report on Form 8-K dated February 25, 2010 and incorporated herein by reference. *Executed by United States-based officers of Steiner Leisure in connection with equity grants under the indicated plan. **Executed by Non-United States-based officers of Steiner Leisure in connection with equity grants under the indicated
plan.
#Executed by non-employee directors of Steiner Leisure in connection with equity grants under the indicated plan. +Management contract or compensatory plan or agreement.
++Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
(c) There were no other financial statements of the type described in subparagraph (c) of Item 15 of Part IV required to be filed herein.
SIGNATURES
Pursuant to the requirements of Section l3 or 15(d) of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 15, 2013.
STEINER LEISURE LIMITED By /s/ LEONARD I. FLUXMAN Leonard I. Fluxman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title(s) Date /s/ CLIVE E. WARSHAW
Clive E. Warshaw Chairman of the Board March 15, 2013
/s/ LEONARD I. FLUXMAN
Leonard I. Fluxman President, Chief Executive Officer (Principal Executive Officer) and Director
March 15, 2013
/s/ STEPHEN B. LAZARUS
Stephen B. Lazarus Executive Vice President and Chief Financial Officer (Principal Financial Officer)
March 15, 2013
/s/ ROBERT H. LAZAR
Robert H. Lazar Vice President - Finance and Chief Accounting Officer (Principal Accounting Officer)
March 15, 2013
/s/ MICHÈLE STEINER WARSHAW Michèle Steiner Warshaw
Director March 15, 2013 /s/ CYNTHIA R. COHEN
Cynthia R. Cohen Director March 15, 2013 /s/ DENISE DICKINS
Denise Dickins
Director March 15, 2013 /s/ DAVID S. HARRIS
David S. Harris Director March 15, 2013 /s/ STEVEN J. PRESTON
Steven J. Preston
Director March 15, 2013
STEINER LEISURE LIMITED AND SUBSIDIARIES