SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1996
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 0-1282-3
Swiss Army Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2797726
(State of incorporation) (I.R.S. Employer Identification No.)
One Research Drive, Shelton, Connecticut 06484
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 929-6391
The Forschner Group, Inc.
One Research drive, Shelton, Connecticut 06484
(Former name, former address and former fiscal year, if changed since
last report.)
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
The number of shares of Issuer's Common Stock, $.10 par value,
outstanding on July 31, 1996, was 8,206,360 shares.
SWISS ARMY BRANDS, INC.
AND SUBSIDIARIES
INDEX
PART I: FINANCIAL INFORMATION PAGE NO.
- ------- --------------------- --------
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of
June 30, 1996 and December 31, 1995. 3 - 4
Consolidated Statements of Operations for the
three and six months ended June 30, 1996 and 1995. 5
Consolidated Statements of Stockholders Equity
for the six months ended June 30, 1996 and 1995. 6
Consolidated Statements of Cash Flows for the
six months ended June 30, 1996 and 1995. 7
Notes to Consolidated Financial Statements 8 - 9
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 10 - 13
Part II: OTHER INFORMATION
- -------- -----------------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 14
Signatures 15
The Exhibit Index appears on page 14.
2
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Assets
At June 30, At December 31,
1996 1995
(unaudited)
Current assets:
Cash and short-term investments ........... $ 860,026 $ 608,757
Accounts receivable, less
allowance for doubtful accounts
of $900,000 and $975,000, respectively ... 21,538,164 31,970,449
Inventories ............................... 41,595,130 36,733,146
Deferred income tax benefits .............. 2,395,858 2,395,858
Prepaid and other ......................... 5,804,393 2,647,121
--------- ---------
Total current assets ................... 72,193,571 74,355,331
---------- ----------
Deferred income tax benefits ................. 771,371 771,371
Property, plant and equipment, at cost:
Leasehold improvements .................... 954,963 818,446
Equipment ................................. 6,762,421 6,199,914
Furniture and fixtures .................... 1,515,063 1,473,188
--------- ---------
9,232,447 8,491,548
Less-accumulated depreciation ............. (5,209,849) (4,385,683)
----------- -----------
4,022,598 4,105,865
--------- ---------
Investments in preferred units, at cost ...... 9,002,998 7,002,990
Investments in unconsolidated affiliates ..... 2,444,000 2,591,415
Foreign distribution rights, net of
accumulated amortization of $2,186,990
and $1,843,812, respectively .............. 4,555,737 4,900,396
Other assets, net of accumulated
amortization of $2,141,331 and
$3,166,339, respectively .................. 7,036,716 7,502,884
--------- ---------
Total Assets ................................. $ 100,026,991 $ 101,230,252
============= =============
3
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Liabilities and Stockholders' Equity
At June 30, At December 31,
1996 1995
---- ----
(unaudited)
Current liabilities:
Accounts payable .......................... $ 8,881,246 $ 6,479,200
Accrued liabilities ....................... 6,822,341 8,697,994
Note payable .............................. 2,747,000 --
Income taxes payable ...................... -- 1,114,389
--------- ---------
Total current liabilities ............... 18,450,587 16,291,583
---------- ----------
Commitments and contingencies
Stockholders equity
Preferred stock, par value $.10
per share: shares authorized -
2,000,000; no shares issued -- --
Common stock, par value $.10 per
share: shares authorized -
12,000,000; shares issued -
8,820,468 and 8,800,718, respectively ..... 882,047 880,072
Additional paid-in capital ................. 46,136,390 45,897,740
Unrealized gain on marketable ............. 701,035 --
securities
Foreign currency translation adjustment ... (11,300) (9,216)
Retained earnings ......................... 38,981,699 43,283,540
---------- ----------
86,689,871 90,052,136
Less-cost of common stock in
treasury; 614,108 shares ............... (5,113,467) (5,113,467)
----------- -----------
Total stockholders equity ................... 81,576,404 84,938,669
---------- ----------
Total Liabilities and Stockholders Equity ... $ 100,026,991 $ 101,230,252
============= =============
4
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
Net sales $28,676,650 $25,925,259 $54,756,163 $55,294,980
Cost of sales 23,287,729 17,209,810 40,774,485 35,878,937
---------- ---------- ---------- ----------
Gross profit 5,388,921 8,715,449 13,981,678 19,416,043
Selling, general and
administrative expenses 9,537,199 8,011,483 18,709,364 17,132,520
Special charges 2,073,000 - 2,073,000 -
--------- --------- --------- ----------
Operating income (loss) (6,221,278) 703,966 (6,800,686) 2,283,523
Interest (expense) (12,524) (18,534) (42,062) (18,534)
Interest income 24,212 165,438 101,925 416,304
Impairment of investment (800,000) - (800,000) -
Other income (expense), net 11,723 (312,097) 127,982 52,312
------ --------- ------- ------
Total interest and other
income,net (776,589) (165,193) (612,155) 450,082
--------- --------- --------- -------
Income (loss) before
income taxes (6,997,867) 538,773 (7,412,841) 2,733,605
Income tax provision (benefit) (2,941,000) 320,590 (3,111,000) 1,244,640
----------- ------- ----------- ---------
Net income (loss) $(4,056,867) $218,183 $(4,301,841) $1,488,965
============ ======== ============ ==========
Net income (loss) per share $(0.49) $0.03 $(0.52) $0.18
============ ======== ============ ==========
Weighted average number of
shares outstanding 8,237,465 8,202,333 8,325,643 8,219,643
============ ========== ============ ==========
5
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Foreign
Common Stock Par Additional Currency Unrealized Gain
Value $.10 Paid-In Translation on Marketable Retained Treasury
Shares Amount Capital Adjustment Securities Earnings Stock
------ ------ ------- ---------- ---------- -------- -----
BALANCE $8,796,968 $879,697 $45,866,814 $(28,085) -- $40,170,324 $(5,113,467)
December 31, 1994
Net income for
six months ended
June 30, 1995
(unaudited) -- -- -- -- -- 1,488,965 --
Stock options and
warrants exercised 2,500 250 22,862 -- -- -- --
Foreign currency
translation adjustment -- -- -- 14,440 -- -- --
---------- --------- ---------- -------- --------- ----------- ------------
BALANCE, June 30, 8,799,468 $879,947 $45,889,676 $(13,645) -- $41,659,289 $(5,113,467)
1995 (unaudited)
========== ========= =========== ========== ========= =========== ============
BALANCE
December 31, 1995 8,800,718 $880,072 $45,897,740 $(9,216) -- $43,283,540 $(5,113,467)
Net income (loss) for
six months ended
June 30, 1996
(unaudited) -- -- -- -- -- (4,301,841) --
Stock options and
warrants exercised 19,750 1,975 238,650 -- -- -- --
Unrealized gain on
marketable securities -- -- -- -- 701,035 -- --
Foreign currency
translation adjustment -- -- -- (2,084) -- -- --
---------- --------- ----------- --------- --------- ----------- ------------
BALANCE, June 30,
1996 (unaudited) 8,820,468 $882,047 $46,136,390 $(11,300) $701,035 $38,981,699 $(5,113,467)
=========== ========= =========== ========= ========= =========== ============
6
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six months ended
June 30,
1996 1995
---- ----
Cash flows from operating activities:
Net income (loss) $(4,301,841) $1,488,965
Adjustments to reconcile net income (loss) to cash
(used for) operating activities:
Depreciation and amortization 1,610,685 2,081,723
Equity in earnings of unconsolidated
subsidiaries, net of goodwill amortization -- (19,562)
Deferred income taxes -- 134,858
Special charges 6,594,000 --
Impairment of investment 800,000 --
Gain on sale of partial investment in stock (11,050) --
---------- ----------
4,691,794 3,685,984
Changes in other current assets and liabilities:
Accounts receivable 10,561,652 9,947,125
Inventories (9,380,426) (14,488,494)
Prepaid and other (3,565,739) (1,825,549)
Accounts payable 2,403,112 263,659
Accrued liabilities (2,176,232) (972,237)
Income taxes payable (1,676,898) (1,223,193)
----------- -----------
Net cash provided from (used for) operating
activities 857,263 (4,612,705)
------- -----------
Cash flows from investing activities:
Capital expenditures (740,899) (743,960)
Proceeds from sales of property, plant & equipment -- 10,206
Additions to other assets (902,884) (1,432,689)
Investment in preferred units (2,000,008) --
Investments in common stock -- (3,821,287)
Proceeds from sale of investments in stock 59,500 --
--------- ----------
Net cash (used for) investing activities (3,584,291) (5,987,730)
----------- -----------
Cash flows from financing activities:
Proceeds from Note Payable 2,747,000 --
Proceeds from exercise of stock options 240,625 23,112
------- ------
Net cash provided from financing activities 2,987,625 23,112
--------- ------
Effect of Exchange Rate changes on cash (9,328) (155,894)
------- ---------
Net increase (decrease) in cash and short-term
investments 251,269 (10,733,217)
Cash and short-term investments, beginning of period 608,757 18,019,797
------- ----------
Cash and short-term investments, end of period $860,026 $7,286,580
======== ==========
Cash paid during the period:
Interest $42,062 $18,534
======== ==========
Income taxes $1,683,295 $2,546,571
========== ==========
7
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996 and 1995
(unaudited)
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included in this Form 10-Q have been
prepared by Swiss Army Brands, Inc. (the Company, formerly The Forschner
Group, Inc.) without audit. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. It is suggested
that these consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's report on Form
10-K for the year ended December 31, 1995. In the opinion of management of the
Company, the interim financial statements included herein reflect all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods presented. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. Due to the seasonal nature of the Company's business, the
results of operations for the interim periods presented are not necessarily
indicative of the operating results for the full year.
INVENTORIES
- -----------
Domestic inventories are stated at the lower of cost (determined by the
last-in, first-out (LIFO) method) or market. Foreign inventories are valued at
the lower of cost or market determined by the FIFO method. Inventories
principally consist of finished goods and packaging material.
INVESTMENTS
- -----------
Investments are comprised of the following as of June 30, 1996 and
December 31, 1995:
June 30, December 31,
1996 1995
---- ----
Investment in preferred units, at cost (A) $ 9,002,998 $ 7,002,990
Investment in common stock and note
receivable (B) ....................... -- 800,000
Investment in unconsolidated affiliate (C) $ 2,444,000 $ 1,791,415
----------- -----------
Total investments .................... $11,446,998 $ 9,594,405
=========== ===========
(A) Represents the Company's investment in Victory Capital LLC, a
privately held limited liability company. The Company's preferred units
capital account is allocated preferred amounts under certain circumstances
in years in which Victory has profit. During the second quarter, the
Company increased its investment in Victory by approximately $2,000,000.
The Company is accounting for this investment on the cost basis.
8
(B) Represents the Company's investment in a private affiliated
start-up entity that is in the business of designing, manufacturing and
marketing fine jewelry. The common stock and note receivable were recorded
at cost. This investment was written-off during the second quarter, due to
impairment in the value of this investment.
(C) Represents the Company's investment in SweetWater, Inc
(SweetWater). Effective January 1, 1996, Swiss Army decreased its
percentage ownership of SweetWater to below 20%. In accordance with
generally accepted accounting principles, in 1996 this investment is being
accounted for at fair value, with the Company recording unrealized gains
(losses) as a component of stockholders equity.
SPECIAL CHARGES
- ---------------
The Company recorded non-cash special charges totaling $7.4
million in the second quarter. The write-offs consist of $4.5 million
in discontinued inventory (reflected in cost of sales) and $2.9
million in obsolete displays, goodwill, intangible assets, and
non-strategic investments.
SIGNIFICANT CUSTOMER
- --------------------
Special promotional programs with a single customer of the
Corporate Markets Division accounted for 0% of total sales for the
quarter ended June 30, 1996 and 1995, and 0% and 14% of total sales
for the six months ended June 30, 1996 and 1995, respectively. The
Company is not participating in a program with this customer
currently, nor are any programs currently scheduled for the remainder
of 1996 with this customer.
INCOME TAXES
- ------------
Income taxes are provided at the projected annual effective tax
rate. The income tax provisions (benefits) for the interim 1996 and
1995 periods exceed the federal statutory rate of 34% due primarily to
state income taxes (net of federal benefit).
EARNINGS PER COMMON SHARE
- -------------------------
The weighted average number of shares of common stock outstanding
include the dilutive effect of stock options outstanding. The fully
diluted earnings per share amount for both periods is the same as
primary earnings per share.
9
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(unaudited)
RESULTS OF OPERATIONS
- ---------------------
Comparison of the Three Months Ended June 30, 1996 and 1995
- -----------------------------------------------------------
Sales for the three months ended June 30, 1996 were $28.7 million
compared with $25.9 million for the same period a year ago,
representing an increase of $2.8 million or 10.8%. For the three month
period, sales of Swiss Army watches and cutlery increased, while sales
of Swiss Army Knives decreased.
Gross profit of $5.4 million for the three months ended June 30,
1996 decreased $3.3 million or 38% from 1995. The decrease relates
principally to a $4.5 million write-off of discontinued inventory
which is reflected in cost of sales. The gross profit margin for the
second quarter of 1996 of 18.8% reflects the impact of this inventory
adjustment compared to the margin of 33.6% reported for the same
period of 1995. Excluding the inventory write-off, the gross profit
margin for 1996 would have been 33.5%. Profit margin was also
negatively impacted by the decrease in the value of the U.S. dollar
versus the Swiss franc. Swiss Army's gross profit margin is a function
of both product mix and Swiss franc exchange rates. Since the Company
imports virtually all of its products from Switzerland, its costs are
affected by both the spot rate of exchange and by its foreign currency
hedging program. The Company enters into foreign currency contracts
and options to hedge the exposure associated with foreign currency
fluctuations. However, such hedging activity cannot eliminate the
long-term adverse impact on the Company's competitive position and
results of operations that would result from a sustained decrease in
the value of the dollar versus the Swiss franc. These hedging
transaction's, which are meant to reduce foreign currency risk, also
reduce the beneficial effects to the Company if the dollar increases
relative to the Swiss franc. The Company plans to continue to engage
in hedging transactions; however, it is uncertain as to what extent to
which such hedging transactions will reduce the effect of adverse
currency fluctuations.
Selling, general and administrative expenses for the three months
ended June 30, 1996 of $9.5 million were $1.5 million or 19% higher
than the amount for the comparable period in 1995. The $1.5 million
increase in expenses resulted primarily from increases in selling
expenses and merchandising and promotional expenses. As a percentage
of net sales, selling, general and administrative expenses increased
from 30.9% in 1995 to 33.3% in 1996.
The Company recorded a special charge of $2.1 million relating to
the write-off of obsolete displays, goodwill and other intangible
assets. There were no special charges recorded for the comparable
period in 1995.
Due to lower invested cash balances in the three months ended
June 30, 1996 than in the comparable period of 1995, interest income
of $24,000 in 1996 is lower than the $165,000 recorded in the year
earlier period.
The Company recorded a $0.8 million charge associated with the
impairment of a non-strategic investment. There were no comparable
investment charges for the same period in 1995.
10
Other income of $11,000 for the quarter ended June 30, 1996
versus $312,000 of expense for the same period in 1995, was due to
recognition of the Company's share of losses in 1995 in its equity
investment SweetWater, Inc., offset somewhat by its share of income in
1995 of its other equity investment, Simmons Outdoor Corporation, and
amortization of goodwill relating to the two investments.
As a result of these changes, net loss before income taxes for
the quarter ended June 30, 1996 was $7.0 million versus $0.5 million
of income for the same period in 1995, for a decrease of $7.5 million.
Income tax expense was provided at an effective rate of 42.0% for
the three months ended June 30, 1996, versus 59.6% in 1995, with the
decrease related primarily to the non-deductibility of the Company's
share of losses and amortization of goodwill relating to its equity
investments in 1995.
Net loss was $4.1 million for the three months ended June 30,
1996 versus net income of $0.2 million in the comparable period of
1995, representing a decrease of $4.3 million.
On a per share basis for the quarter ended June 30, 1996, net
loss was $0.49 compared with net income of $0.03 in 1995.
Comparison of the Six Months Ended June 30, 1996 and 1995
- ---------------------------------------------------------
Sales for the six months ended June 30, 1996 were $54.8 million
compared with $55.3 million for the same period a year ago,
representing a decrease of $0.5 million or 1%. Sales comparisons with
the first half of 1995 are significantly impacted by the exceptional
promotional program for a single customer of the Corporate Markets
Division which began in 1994 and concluded at the end of the first
quarter of 1995. The promotional program accounted for 14% of the
Companys sales for the first half of 1995 versus 0% in 1996.
Excluding the impact of this promotional program on results for the
1995 period, sales increased 15% in the six months ended June 30,
1996. Including results of the special promotional program, sales of
Swiss Army Knives and Swiss Army Brand Watches decreased while sales
of cutlery increased. Excluding the impact of sales to this customer,
the Company's sales of Swiss Army Knives were slightly lower than in
the first half of 1995 while Swiss Army Brand Watch sales and sales of
cutlery posted increases.
Gross profit of $14.0 million for the six months ended June 30,
1996 decreased $5.4 million or 28% from 1995. The decrease relates
principally to a $4.5 million inventory write-off in the second
quarter and the negative impact of a weaker U.S. dollar against the
Swiss franc. The gross profit margin for the first half of 1996 of
25.5% was down from the margin of 35.1% reported for the same period
of 1995. Excluding the inventory write-off, the gross profit margin
for 1996 would have been 33.8%. The Company's gross profit margin is a
function of both product mix and Swiss franc exchange rates. Since the
Company imports virtually all of its products from Switzerland, its
costs are affected by both the spot rate of exchange and by its
foreign currency hedging program. The Company enters into foreign
currency contracts and options to hedge the exposure associated with
foreign currency fluctuations. However, such hedging activity cannot
eliminate the long-term adverse impact on the Company's competitive
position and results of operations that would result from a sustained
decrease in the value of the dollar versus the Swiss franc. These
hedging transactions, which are meant to reduce foreign currency risk,
also reduce the beneficial effects to the Company if the dollar
increases relative to the Swiss franc. The Company plans to continue
to engage in hedging transactions; however, it is uncertain as to what
extent to which such hedging transactions will reduce the effect of
adverse currency fluctuations.
11
Selling, general and administrative expenses for the six months
ended June 30, 1996 of $18.7 million were $1.6 million or 9.2% higher
than the amount for the comparable period in 1995. This increase is
due primarily to higher selling expenses and merchandising and
promotional costs. As a percentage of net sales, selling, general and
administrative expenses increased from 30.9% in 1995 to 34.2% in 1996.
Excluding sales associated with the special promotion program in 1995,
the percentage decreased in 1996 to 30.9% from 36.0% in 1995.
The Company recorded a special charge of $2.1 million
relating to the write-off of obsolete displays, goodwill and
other intangible assets. There were no special changes recorded
for the comparable period in 1995.
Due to lower invested cash balances in the six months ended
June 30, 1996 than in the comparable period of 1995, interest
income of $102,000 in 1996 was lower than the $416,000 recorded
in the year earlier period.
The Company recorded a $0.8 million charge associated with
the impairment of a non-strategic investment. There were no
comparable investment charges for the same period in 1995.
Other income of $128,000 for the six months ended June 30,
1996 was $76,000 higher than the comparable period in 1995, due
to recognition of the Company's share of losses in 1995 in its
equity investment SweetWater, Inc. and amortization of goodwill
relating to its two equity investments, offset somewhat by its
share of income in 1995 of its other equity investment, Simmons
Outdoor Corporation, and the one-time favorable impact of
recognizing the Company's cumulative share of net income, less
amortization of goodwill, of the Company's two equity investments
during 1995.
As a result of these changes, loss before income taxes for
the six months ended June 30, 1996 was $7.4 million versus income
of $2.7 million for the same period in 1995, a decrease of $10.1
million.
Income tax expense was provided at an effective rate of
41.9% for the six months ended June 30, 1996, versus 45.5% in
1995, with the decrease related primarily to the
non-deductibility of the Company's share of losses and
amortization of goodwill relating to its equity investments.
Net loss was $4.3 million for the six months ended June 30,
1996 versus net income of $1.5 million in the comparable period
of 1995, representing a decrease of $5.8 million.
On a per share basis for the six months ended June 30, 1996,
net loss was $0.52 compared with net income of $0.18 in 1995.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of June 30, 1996, the Company had working capital
$53.7 million compared with $58.1 million as of December 31,
1995, a decrease of $4.4 million principally due to investments
the Company made during the six months ended June 30, 1996.
Sources of working capital included depreciation and amortization
of $1.6 million. Significant uses of working capital included the
Company's $2.0 million increase in the preferred units of Victory
Capital LCC and capital expenditures and additions to other
assets of $1.6 million. The Company currently has no material
commitments for capital expenditures.
12
Cash provided from operating activities was approximately
$0.9 million in the six months ended June 30, 1996 compared with
$4.6 million of cash used in the comparable period in 1995. The
cash provided from operations resulted primarily from a smaller
increase in inventories in 1996 than in the prior year, a larger
increase in accounts payable versus 1995, all of which were
somewhat offset by a greater increase in prepaids and other
assets and a greater reduction in accrued liabilities versus
1995.
The Company meets its short-term liquidity needs with cash
generated from operations, and, when necessary, bank borrowings
under its revolving credit agreement. As of June 30, 1996, the
Company had $2.7 million of outstanding borrowings under its
revolving line of credit, leaving an unused line of $17.3
million. The Company's short-term liquidity is affected by
seasonal changes in inventory levels, payment terms and
seasonality of sales. The Company believes that cash generated
from operations and borrowings under its credit facility will be
sufficient to meet the Company's anticipated operating and
capital needs.
13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of the shareholders of the Company was
held on May 16, 1996, pursuant to notice, at which meeting
shareholders approved by an affirmative majority vote of
4,180,399 shares a proposal to approve the adoption of the 1996
Stock Option Plan which authorizes the grant of stock options to
purchase an aggregate of 1,000,000 shares of Common Stock. There
were 1,012,002 shares that voted against this proposal, 20,855
votes abstained, and there were 1,810,864 broker non-votes.
In addition, shareholders approved by an affirmative
majority vote of 6,985,548 shares a proposal to approve an
ammendment to Article First of the Company's Certificate of
Incorporation to change the name of the Company to Swiss Army
Brands, Inc. There were 33,197 shares that voted against this
proposal and 5,375 votes that abstained.
Item 6. Exhibits and Reports on Form 8-K
A.) Exhibits
(2) Not Applicable
(3) Certificate of Incorporation
(4) Not Applicable
(10) Not Applicable
(11) Statement regarding computation of per share earnings
is not required because the relevant computation can be clearly
determined from the material contained in the Financial
Statements included herein.
(15) Not Applicable
(18) Not Applicable
(19) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Not Applicable
(27) Financial Data Schedule
(99) Not Applicable
B.) There were no reports or exhibits on Form 8-K filed for
the three months ended June 30, 1996.
14
Pursuant to the requirements to the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
SWISS ARMY BRANDS, INC.
(Registrant)
Date: August 13, 1996 By /s/ Thomas D. Cunningham
Name: Thomas D. Cunningham
Title: Executive Vice President,
Principal Financial Officer
and a Director
By /s/ Thomas M. Lupinski
Name: Thomas M. Lupinski
Title: Senior Vice President, Controller
15