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, 1997
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
NOT APPLICABLE
(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
August 7, 1997, was 8,209,610 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, 1997 and December 31, 1996. 3 - 4
Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 1997 and 1996. 5
Consolidated Statements of Stockholders' Equity
for the Six Months Ended June 30, 1997 and 1996. 6
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1997 and 1996. 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 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 14
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 15
Signatures 16
The Exhibit Index appears on page 15.
2
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
Assets
June 30, December 31,
1997 1996
(unaudited)
Current assets:
Cash and cash equivalents ...................... $ 3,673 $ 2,067
Accounts receivable, less
allowance for doubtful accounts
of $1,032, respectively ...................... 22,718 32,992
Inventories ................................... 33,966 29,657
Deferred income taxes ......................... 3,295 3,295
Prepaid and other ............................. 5,392 2,922
--------- --------
Total current assets ........................... 69,044 70,933
--------- --------
Deferred income taxes ............................. 1,597 1,597
Property, plant and equipment, net ................ 3,767 3,969
Investments in preferred units, at cost ............ 9,003 9,003
Investments in unconsolidated affiliate ........... 150 150
Foreign distribution rights, net of
accumulated amortization of $2,853 and $2,518,
respectively ...................................... 3,891 4,226
Other assets, net of accumulated
amortization of $862 and $496, respectively......... 9,411 8,765
--------- --------
Total Assets $96,863 $98,643
========= ========
3
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)
Liabilities and Stockholders' Equity
June 30, December 31,
1997 1996
(unaudited)
Current liabilities:
Accounts payable .................................. $ 11,685 $ 10,952
Accrued liabilities ............................... 7,363 7,835
--------- ---------
Total current liabilities ......................... 19,048 18,787
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 -
18,000,000; shares issued - 8,823,718 and
8,822,968, respectively 882 882
Additional paid-in capital 46,186 46,182
Foreign currency translation adjustment (143) (113)
Retained earnings 36,003 38,018
---------- ---------
82,928 84,969
Less-cost of common stock in
treasury; 614,108 shares (5,113) (5,113)
---------- ---------
Total stockholders' equity 77,815 79,856
---------- ---------
Total Liabilities and Stockholders' Equity $96,863 $98,643
========== =========
4
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share per data)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Net sales .......................... $28,862 $28,677 $53,076 $54,756
Cost of sales ...................... 18,554 23,288 33,748 40,775
-------- ------- ------- -------
Gross profit ....................... 10,308 5,389 19,328 13,981
Selling, general and administrative
expenses ........................... 12,099 9,537 22,935 18,709
Special charges .................... - 2,073 - 2,073
-------- ------- -------- ------
Operating loss ..................... (1,791) (6,221) (3,607) (6,801)
Interest income (expense), net ..... 54 11 111 59
Gain (loss) on sale (write-down) of
investments ....................... 110 (789) 110 (789)
Other income (expense), net ........ 3 1 (1) 118
-------- ------- -------- ------
Total interest and other income, net 167 (777) 220 (612)
-------- ------- -------- ------
Loss before income taxes .......... (1,624) (6,998) (3,387) (7,413)
Income tax benefit ................ (658) (2,941) (1,372) (3,111)
-------- ------- -------- -------
Net loss .......................... ($966) ($4,057) ($2,015) ($4,302)
======== ======= ======== =======
Net loss per share ................ ($0.12) ($0.49) ($0.25) ($0.52)
======== ======= ======== =======
Weighted average number of
shares outstanding ................ 8,210 8,196 8,210 8,204
======== ======= ======== =======
5
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(in thousands, except for share data)
Foreign Unrealized
Common Stock Additional Currency Gain on
Par Value $.10 Paid-In Translation Marketable Retained Treasury
Shares Amount Capital Adjustment Securities Earnings Stock
BALANCE
December 31, 1995 8,800,718 $880 $45,898 ($9) $ - $43,284 ($5,113)
Net loss for
six months ended
June 30, 1996
(unaudited) - - - - - (4,302) -
Stock options
exercised 19,750 2 239 - - - -
Unrealized gain on
marketable securities - - - - 701 - -
Foreign currency
translation adjustment - - - (2) - - -
--------- ------ -------- ------- --------- --------- --------
BALANCE, June 30,
1996 (unaudited) 8,820,468 $882 $46,137 (11) $701 $38,982 ($5,113)
========= ====== ======== ======= ========= ========= ========
BALANCE
December 31, 1996 8,822,968 $882 46,182 ($113) $ - $38,018 ($5,113)
Net loss for
six months ended
June 30, 1997
(unaudited) - - - - - (2,015) -
Stock options exercised 750 - 4 - - - -
Foreign currency
translation adjustment - - - (30) - - -
----------- ------ -------- -------- -------- --------- ---------
BALANCE, June 30,
1997 (unaudited) 8,823,718 $882 $46,186 ($143) $ - $36,003 ($5,113)
=========== ====== ======== ======== ======== ========= =========
6
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six months ended
June 30,
1997 1996
Cash flows from operating activities:
Net loss ($ 2,015) ($ 4,302)
Adjustments to reconcile net loss to net cash
provided from operating activities:
Depreciation and amortization 1,481 2,537
(Gain) loss on (sale) write-down of investments (110) 789
--------- --------
(644) (976)
Changes in other current assets and liabilities:
Accounts receivable 10,169 10,562
Inventories (4,207) (4,859)
Prepaid and other (2,472) (2,720)
Accounts payable 763 2,403
Accrued liabilities (492) (3,553)
--------- ---------
Net cash provided from operating activities 3,117 857
Cash flows from investing activities:
Capital expenditures (538) (741)
Additions to other assets (1,062) (903)
Investment in preferred units - (2,000)
Proceeds from sale of investments in stock 110 59
--------- ---------
Net cash (used for) investing activities (1,490) (3,585)
--------- ---------
Cash flows from financing activities:
Proceeds from short-term debt - 2,747
Proceeds from exercise of stock options - 241
--------- ---------
Net cash provided from financing activities - 2,988
--------- ---------
Effect of exchange rate changes on cash (21) (9)
--------- ---------
Net increase (decrease) in cash 1,606 251
Cash and cash equivalents, beginning of period 2,067 609
--------- ---------
Cash and cash equivalents, end of period $ 3,673 $ 860
========= =========
Cash paid during the period:
Interest $ 7 $ 42
========= =========
Income taxes $ 453 $ 1,683
========= =========
7
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 and 1996
(unaudited)
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included in this Form 10-Q have been
prepared by Swiss Army Brands, Inc. (Swiss Army, the Company) 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, 1996. In the opinion of management of the Company, the interim
financial statements included herein reflect all adjustments, consisting only of
normal recurring adjustments ( except for the special charges discussed below) ,
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.
SIGNIFICANT CUSTOMER
- --------------------
Sales related to special promotional programs to a single customer
accounted for approximately 16% and 11% of net sales for the three and six
months ended June 30, 1997, respectively. There were no sales related to this
customer in the comparable periods in 1996. The Company has continued to receive
orders from this customer in the third quarter of 1997.
SPECIAL CHARGES
- ---------------
In the second quarter of 1996, the Company recorded special charges of
approximately $7,394,000 related to an extensive analysis of the Company's
operations and non-strategic assets. The special charges consisted of :
Write-off of inventory ....................... $4,521,000 (a)
Selling, general and administrative charges .. $2,073,000 (b)
Write-down of investments .................... $ 800,000 (c)
------------
$7,394,000
============
(a)Represents the write-off of discontinued inventory, including certain
cutlery products sold by Cuisine de France Limited ("CDF"). Substantially all of
the assets of CDF were sold by the Company in January 1997.
8
(b) Consists of an $870,000 write-off of goodwill related to CDF, a
$850,000 write-off for obsolete displays and a $353,000 write-off of other
assets.
(c)Consists of a $800,000 write-off of the Company's investment in a
privately held affiliated start-up entity. In the second quarter of 1997, the
Company recovered $110,000 related to this investment which is included in the
gain (loss) on sale (write-down) of investments.
INCOME TAXES
- ------------
Income taxes are provided at the projected annual effective tax rate. The
income tax provisions (benefits) for the interim 1997 and 1996 periods exceed
the federal statutory rate of 34% due primarily to state income taxes (net of
federal benefit).
EARNINGS PER SHARE
- ------------------
For the periods ended June 30, 1997 and 1996, the weighted average number
of shares of common stock outstanding do not include the dilutive effect of
stock options as they would have an anti-dilutive effect.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS No. 128" or the "Statement"),
Earnings Per Share ("AEPS"). SFAS No.128 establishes standards for computing and
presenting EPS and is effective for both interim and annual periods ending after
December 15, 1997. The Statement does not permit early application of its
provisions. The Statement replaces the presentation of primary EPS with a
presentation of basic EPS, as defined. It also requires dual presentation of
basic and diluted EPS on the face of the Statement of Operations for entities
with a complex capital structure. The Company does not anticipate the effect on
EPS to be material.
9
SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(unaudited)
FORWARD LOOKING STATEMENTS
--------------------------
The following discussion contains, in addition, to historical information,
forward looking statements. The forward looking statements were prepared on the
basis of certain assumptions which relate, among other things, to the demand for
and cost of purchasing and marketing the Company's products; the prices at which
such products may be sold; new product development; seasonal selling trends; the
Swiss franc- U.S. dollar exchange rates; the extent to which the Company is able
to successfully hedge against foreign currency fluctuations; and the Company's
anticipated credit needs and ability to obtain such credit. Even if the
assumptions upon which the objections are based prove accurate and appropriate,
the actual results of the Company's operations in the future may vary widely
from financial projections due to increased competition, changes in consumer
tastes and other factors not yet known or anticipated. Accordingly, the actual
results of the Company's operations in the future may vary widely from the
forward looking statements included herein.
RESULTS OF OPERATIONS
---------------------
Comparison for the Three Months Ended June 30, 1997 and 1996
- ------------------------------------------------------------
Sales for the three months ended June 30, 1997 were $28.9 million compared
with $28.7 million for the same period in 1996, representing a decrease of $0.2
million or 0.6%. Sales for the three months ended June 30, 1997 were
significantly impacted by sales related to special promotional programs with one
customer which accounted for approximately 15.7% of sales in the three months
ended June 30, 1997. There were no sales to this customer in the three months
ended June 30, 1996. The Company has continued to receive orders from this
customer in the third quarter of 1997. Excluding sales to this customer, sales
decreased by $4.3 million in the three months ended June 30, 1997 , as compared
to the comparable period in 1996. Approximately $740,000 of the $4.3 million
sales decrease was due to the sale of substantially all of the assets of Cuisine
de France Limited ("CDF") in January 1997, with the remaining sales decrease due
primarily to a decrease in sales of watches,Victorinox Original Swiss Army
Knives, and cutlery, offset in part by sales of Swiss Army Brand Sunglasses.
Gross profit of $10.3 million for the three months ended June 30, 1997
increased $4.9 million or 91.3% from 1996. This increase is primarily due to the
$4.5 million inventory write-off in 1996. The gross profit margin percentage for
the second quarter of 1997 of 35.7% was higher than the gross profit margin
percentage of 34.6%, excluding the $4.5 million inventory write-off, reported
for the same period in 1996. This increase is primarily due to the increase in
the value of the U.S. dollar versus the Swiss franc offset by unfavorable
product mix. 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. Based upon current Swiss franc requirements the
Company believes it is hedged through the remainder of 1997. 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.
10
Selling, general and administrative expenses for the three months ended
June 30, 1997 of $12.1 million were $2.6 million or 26.9% higher than the amount
for the comparable period in 1996. Approximately $2.1 million of the $2.6
million increase is due to expenses related to the introduction of a new brand
and a brand extension; Swiss Watches marketed under the name Allenby and
Swiss Army Brand Sunglasses, with the remaining increase due primarily to
increased expenditures for advertising and marketing related activities, $0.3
million in costs related to continuing restructuring, offset in part by expenses
related to CDF.
The Company recorded special selling, general and administrative charges of
$2.1 in 1996 related to the write-off of obsolete displays, goodwill and other
assets. The goodwill write-off related to CDF, and was written-off due to the
lack of recoverability of the asset. Substantially of the assets of CDF were
sold by the Company in 1997 with no significant gain or loss. There were no
special charges recorded in 1997.
As a percentage of net sales, total selling general and administrative
expenses increased from 40.5% in 1996 to 41.9% in 1997.
Interest income (expense), net of $54,000 for the three months ended June
30, 1997 was $43,000 higher than interest income (expense), net for the
comparable period in 1996 primarily due to increased invested cash balances
during 1997 as compared to 1996.
Gain (loss) on sale ( write-down) of investments was a gain of $110,000 in
1997, verse a loss of $789,000 in 1996. In 1996, the Company wrote-off its
$800,000 investment in privately held start-up entity. In 1997, the Company
recovered $110,000 related to this investment.
As a result of these changes, loss before income taxes for the three months
ended June 30, 1997 was $1,624,000 versus $6,998,000 for the same period in
1996, a decrease of $5,374,000.
Income tax expense (benefit) was provided at an effective rate of 40.5% and
42.0% in 1997 and 1996, respectively.
As a result, net loss for the three months ended June 30, 1997 was $966,000
($0.12 per share) versus $4,057,000 ($0.49 per share) for the same period in
1996, a decrease of $3,091,000.
Comparison for the Six Months Ended June 30, 1997 and 1996
- -----------------------------------------------------------
Sales for the six months ended June 30, 1997 were $53.1 million compared
with $54.8 million for the same period in 1996, representing a decrease of $1.7
million or 3.0%. Sales for the six months ended June 30, 1997, were
significantly impacted by sales related to special promotional programs with one
customer which accounted for approximately 11.1% of sales in the six months
ended June 30, 1997. There were no sales to this customer in the six months
ended June 30, 1996. The Company has continued to receive orders from this
customer in the third quarter of 1997. Excluding sales to this customer, sales
decreased by $7.6 million in the six months ended June 30, 1997 as compared to
the comparable period in 1996. Approximately $1.5 million of the $7.6 million
sales decrease was due to the sale of substantially all of the assets of CDF in
January 1997, with the remaining sales decrease due primarily to a decrease in
sales of watches ,Victorinox Original Swiss Army Knives, and cutlery, offset in
part by sales of Swiss Army Brand Sunglasses.
11
Gross profit of $19.3 million for the six months ended June 30, 1997
increased $5.3 million or 38.2% from 1996. This increase is primarily due to the
$4.5 million inventory write-off in 1996. The gross profit margin percentage for
the second quarter of 1997 of 36.4% was higher than the gross profit margin
percentage of 33.8% , excluding the $4.5 million inventory write-off, reported
for the same period in 1996. This increase is primarily due to the increase in
the value of the U.S. dollar versus the Swiss franc offset in part by
unfavorable product mix. 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. Based upon current Swiss franc requirements
the Company believes it is hedged through the remainder of 1997. 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.
Selling, general and administrative expenses for the six months ended June
30, 1997 of $22.9 million were $4.2 million or 22.6% higher than the amount for
the comparable period in 1996. Approximately $3.1 million of the $4.2 million
increase is due to expenses related to the introduction of a new brand and a
brand extension; Swiss Watches marketed under the name Allenby and Swiss
Army Brand Sunglasses, with the remaining increase due primarily to increased
expenditures for advertising and marketing related activities, $0.3 million in
costs related to continuing restructuring, offset in part by expenses related to
CDF.
The Company recorded special selling, general and administrative charges of
$2.1 in 1996 related to the write-off of obsolete displays, goodwill and other
assets. The goodwill write-off related to CDF, and was written-off due to the
lack of recoverability of the asset. Substantially of the assets of CDF were
sold by the Company in 1997 with no significant gain or loss. There were no
special charges recorded in 1997.
As a percentage of net sales, total selling general and administrative
expenses increased from 38.0% in 1996 to 43.2% in 1997.
Interest income (expense), net of $111,000 for the six months ended June
30, 1997 was $52,000 higher than interest income (expense), net for the
comparable period in 1996 primarily due to increased invested cash balances
during 1997 as compared to 1996.
Gain (loss) on sale ( write-down) of investments was a gain of $110,000 in
1997, verse a loss of $789,000 in 1996. In 1996, the Company wrote-off its
$800,000 investment in privately held start-up entity. In 1997, the Company
recovered $110,000 related to this investment.
Other income (expense), net of ($1,000) for the six months ended June 30,
1997 versus $118,000 in the same period for the prior year, is due to the
favorable settlement of a legal matter in 1996.
As a result of these changes, loss before income taxes for the six months
ended June 30, 1997 was $3,387,000 versus $7,413,000 for the same period in
1996, a decrease of $4,026,000.
12
Income tax expense (benefit) was provided at an effective rate of 40.5% and
42.0% in 1997 and 1996, respectively.
As a result, net loss for the six months ended June 30, 1997 was $2,015,000
($0.25 per share) versus $4,302,000 ($0.52 per share) for the same period in
1996, a decrease of $2,287,000.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of June 30, 1997, the Company had working capital of $50.0 million
compared with $52.1 million as of December 31, 1996, a decrease of $2.1 million.
Significant uses of working capital included a $1.1 million increase in other
assets and capital expenditures of $0.5 million. The Company currently has no
material commitments for capital expenditures.
Cash provided from operating activities was approximately $ 3.1 million in
the six months ended June 30, 1997 compared with $ 0.9 million in the comparable
period in 1996. The improvement resulted in a smaller decrease in accrued
liabilities in 1997 as compared to 1996, a smaller net loss in 1997 than in
1996, offset in part by a smaller increase in accounts payable in 1997 than in
1996.
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, 1997, the Company has a $5.0 million line of credit
which it can use for any borrowings. The Company had a $15.0 million revolving
credit agreement which expired in January 1997. The Company is currently
reviewing its options to establish a new revolving credit agreement. The
Company's short-term liquidity is affected by seasonal changes in inventory
levels, payment terms and seasonality of sales. The Company believes its current
liquidity levels and financial resources will be sufficient to meet its
operating needs in the near-term.
13
PART II. - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of the stockholders of the Company was held on May 15,
1997, pursuant to notice, at the folloing persons were elected directors of the
Company to serve until the next annual meeting of stockholders or until their
successors are elected and qualified:
NUMBER OF VOTES NUMBER OF VOTES
FOR WITHHELD
---------------- ----------------
NAME
- ----
A. Clinton Allen 6,548,802 22,155
Clarke H. Bailey 6,547,048 23,909
Thomas A. Barron 6,548,906 22,051
Vincent D. Farrell, Jr. 6,548,902 22,055
Herbert M. Friedman 6,548,854 22,103
Peter W. Gilson 6,548,906 22,051
M. Leo Hart 6,549,092 21,955
James W. Kennedy 6,548,882 22,075
Keith R. Lively 6,546,948 24,009
Lindsay Marx 6,541,888 29,069
Louis Marx, Jr. 6,549,002 21,955
Stanley G. Mortimer III 6,549,002 21,955
Stanley R. Rawn, Jr. 6,549,002 21,955
Eric M. Reynolds 6,548,906 22,051
John Spencer 6,548,906 22,051
J. Merrick Taggart 6,548,902 22,055
John V. Tunney 6,546,852 24,105
In addition, the shareholders approved by a majority vote of 6,523,203
shares a proposal to increase the number of authorized shares of common stock
from twelve million to eighteen million. 37,941 shares were voted against the
proposal and 9,813 abstained.
14
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
A) Exhibits
2) Not Applicable
3) Not Applicable
4) Not Applicable
10.1) Certificate of amendment of Certification of Incorporation of Swiss
Army Brands, Inc.
10.2) Agreement dated July 1, 1997 by and between Swiss Army Brands,Inc.
and Stanley G. Mortimer III.
10.3) License Agreement dated May 15, 1997 by and between Swiss Army
Brands, Inc. and St. John Knits, Inc.
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, 1997.
15
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, 1997
By /s/ Thomas M. Lupinski
Name: Thomas M. Lupinski
Title: Senior Vice President &
Chief Financial Officer, Secretary
and Treasurer
16