SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1994
Commission File No. 0-4465
SIRCO INTERNATIONAL CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
New York 13-2511270
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
24 Richmond Hill Avenue, Stamford, Connecticut 06901
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 359-4100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock, par value $.10 None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of March 1, 1995, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $1,189,575.
As of March 1, 1995, there were 1,209,700 shares outstanding of the
Registrant's Common Stock.
SIRCO INTERNATIONAL CORP.
AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1994
Sirco International Corp. (the "Registrant or the "Company") hereby
amends the following items, financial statements, exhibits or other portions of
its Annual Report on Form 10-K for the fiscal year ended November 30, 1994, as
set forth below:
1. Item 1 is hereby amended by adding the following paragraph after the
paragraph set forth under the caption "Suppliers":
During the three fiscal years ended November 30, 1994, 1993 and 1992,
substantial purchases were made from affiliates of the Registrant. During those
years, the Registrant purchased in the aggregate approximately $9,000, $221,000
and $1,328,000 of handbags and accessories from Yashiro Co. Ltd. and Yashiro
Co., Inc. (collectively, the "Yashiro Companies"), representing approximately
.06%, 1.6% and 9.6%, respectively, of the Registrant's total purchases during
those years. Yutaka Yamaguchi, the former Chairman of the Board of Directors of
the Registrant, is the President and a Director of each of the Yashiro
Companies. The Registrant purchased the handbags and accessories from Yashiro
under the terms of a long-term Product Supply Agreement with Yashiro (the
"Product Supply Agreement"), which agreement was terminated on March 20, 1995.
The terms of the Product Supply Agreement permitted the Registrant to purchase
goods from other suppliers. In addition, in fiscal years ended November 30,
1994, 1993 and 1992, the Registrant purchased approximately $3,489,000,
$2,858,000 and $2,910,000, respectively, of handbags and accessories from Lucci
Creations, Ltd., a Hong Kong manufacturer of handbags ("Lucci"), representing
approximately 24%, 21% and 21%, respectively, of the Registrant's total
purchases during those years. Forty five percent of Lucci is owned by the same
individuals who own the Yashiro Companies. See Item 13. - Certain Relationships
and Related Transactions.
The Company sold its handbag division on March 20, 1995 (see "Recent
Events"). As a result, the Company does not anticipate making any significant
purchases in the future from either of the Yashiro Companies or Lucci. Other
than the Product Supply Agreement (which agreement was terminated on March 20,
1995), the Registrant does not have any contractual arrangements with its
suppliers. Substantially all of the Registrant's purchasing is conducted through
the use of standard purchase orders, a substantial portion of which are
supported by trade letters of credit.
For the fiscal years ended November 30, 1994, 1993 and 1992, the
Registrant's products were manufactured in the following countries:
1994 1993 1992
------- ------- ------
Thailand 5.71% 4.50% 0.10%
China 79.57% 83.72% 80.70%
Taiwan 14.66% 10.18% 9.60%
Japan 0.06% 1.60% 9.60%
------- ------- ------
Total 100.00% 100.00% 100.00%
======= ======= =======
2. Item 1 is hereby further amended by deleting the paragraphs
following the first paragraph set forth under the caption "Markets and
Customers" and replacing them with the following paragraphs:
During the fiscal years ended November 30, 1994, 1993 and 1992, sales
to Target Stores represented approximately 22%, 20% and 13%, respectively, of
net sales. No other customer accounted for more than 10% of net sales in any of
the three fiscal years. The Registrant fills orders on the terms and conditions
of standard purchase orders it receives from customers.
The Registrant currently maintains showrooms in New York City and
Toronto. The Registrant solicits business directly from its customers, using the
services of both full-time sales persons and independent sales representatives.
The independent sales representatives represent a number of manufacturers other
than the Registrant, and are compensated on a commission basis, typically
pursuant to the terms of a non-exclusive sales representative contract.
The Registrant's sales are seasonal and are governed by the peak retail
seasons of Christmas, "back-to-school"/fall and spring. As a result of
retailers' shipping deadlines designed to meet these peak seasons, the
Registrant's sales are higher in the third and fourth quarters than in the first
and second quarters of the Registrant's fiscal year.
The Registrant's percentage of sales by quarter for the fiscal years
ended November 30, 1994, 1993 and 1992 by fiscal quarter are as follows:
1994 1993 1992
------ ------ ------
First fiscal quarter 17.1% 18.0% 22.0%
Second fiscal quarter 22.4% 25.1% 24.8%
Third fiscal quarter 33.0% 26.6% 25.6%
Fourth fiscal quarter 27.5% 30.3% 27.3%
------ ------ ------
100.0% 100.0% 100.0%
====== ====== ======
3. Item 1 is hereby further amended by deleting the paragraph set forth
under the caption "Employees" and replacing it with the following paragraph:
At November 30, 1994, the Registrant employed 140 employees and had
approximately 40 independent sales representatives. Primarily as a result of the
disposition of Registrant's handbag division (see "Recent Events"), at September
15, 1995, the Registrant employed 90 employees and had approximately 28
independent sales representatives.
Recent Events
During the fiscal year ended November 30, 1994, The Registrant
experienced significant continued operating losses and reduced cash flow
resulting primarily from the operation of its handbag division. See Item 7. -
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Fiscal Year 1994 Compared to Fiscal Year 1993.
On March 20, 1995, pursuant to a Stock Purchase Agreement, dated as of
March 20, 1995, among Joel Dupre, Pacific Million Enterprise, Ltd., a Hong Kong
corporation, Cheng-Sen Wang, Albert H. Cheng (collectively, the "Buyers") and
the Yashiro Companies, the Buyers acquired from the Yashiro Companies an
aggregate of 681,000 shares (the "Shares") of Common Stock (constituting at the
time of such purchase approximately 56.04% of the outstanding shares of Common
Stock of the Registrant) for a purchase price of $1,532,230. Concurrently with
such change-of-control, the Registrant entered into an Asset Purchase Agreement
with Bueno of California, Inc., a Delaware corporation ("Bueno") and an
affiliate of the Yashiro Companies, pursuant to which the Registrant sold to
Bueno all of the assets relating to the Registrant's handbag division for an
aggregate purchase price of $1,785,665.55. For a more detailed description of
these transactions, see the Registrant's Current Report on Form 8-K filed with
respect to events occurring on March 20, 1995, which Report is incorporated
herein by reference.
4. Item 7 is hereby amended by deleting the first paragraph set forth
under the caption "Fiscal Year 1994 Compared to Fiscal Year 1993" and replacing
it with the following paragraphs:
The reduction in gross profit was primarily attributable to the
operations of the Registrant's handbag division. As a result of a decline in
sales volume of the handbag division, the Registrant reduced the selling prices
of its handbag products in order to reduce inventory, which resulted in reduced
gross profit margins. In addition, the significant decline in net sales
experienced by the Registrant's handbag division adversely impacted the
Registrant's operating cash flow. In order to generate sufficient cash flow for
operations, the Registrant reduced the selling prices of certain products in its
luggage division, which resulted in lower gross profit margins.
Other factors, to a lesser extent, also contributed to the decline in
gross profit margins. During the fiscal year ended November 30, 1994, Lucci, one
of the principal suppliers to the handbag division, experienced production
problems, which delayed the Registrant's receipt of goods. As a result of the
delay, the Registrant was unable timely to fill customer orders. In order to
satisfy its customers, the Registrant substantially reduced the selling price of
goods that were delivered late. Competitive pressures faced by the Registrant
also resulted in the Registrant's reduction of its selling prices in an attempt
to maintain market share and sales volume. Gross profit margins were also
affected by additional reserves (approximately $440,000, largely for customer
chargebacks and sales credits) established in the fourth quarter of the fiscal
year ended November 30, 1994.
5. Item 7 is hereby further amended by adding the following paragraph
after the second paragraph set forth under the caption "Fiscal Year 1994
Compared to Fiscal Year 1993":
During the fiscal year ended November 30, 1992, the Registrant sold to
an unrelated third party certain real property for $1,300,000 in cash. The
Registrant had retained certain rights under an easement relating to the real
property (the "Easement") which it later sold to another unrelated third party.
During the fourth quarter of the fiscal year ended November 30, 1994, the
Registrant determined that substantial doubt existed as to its ability to
collect a portion of the remaining amounts due from the sale of the Easement
and, accordingly, established a reserve of $125,000 to provide for potential
uncollectible amounts.
6. Item 7 is hereby further amended by adding the following paragraph
after the last paragraph set forth under the caption "Fiscal Year 1994 Compared
to Fiscal Year 1993":
During the fourth quarter of the fiscal year ended November 30, 1994,
the Registrant incurred a net loss of $2,060,396, comprised as follows:
Net sales $7,578,831
Cost of goods sold 6,298,000
Gross profit 1,280,831
Selling, warehouse, general
and administrative expenses 3,395,286
Interest expense 236,081
Interest income 58,586
Miscellaneous income 231,554
Net loss 2,060,396
The gross profit and the related gross profit percentage of net sales
were substantially lower in the fourth quarter than in the first three quarters
of the fiscal year ended November 30, 1994, primarily due to the establishment
of a $440,000 reserve for customer chargebacks and sales credits, as well as
increases in mark-downs and advertising allowances of approximately $160,000.
The mark-downs and advertising allowances principally related to the handbag
division.
Selling, warehouse, general and administrative expenses of the
Registrant were substantially higher in the fourth quarter. Approximately
$936,000 of non-recurring expenses in the fourth quarter resulted from: (1) the
$125,000 reserve established for the Easement (see Note 10 of the Notes to the
Financial Statements); (2) a $275,000 allowance to provide for potential
uncollectible amounts due from the sale of a former subsidiary (see Note 12 of
the Notes to the Consolidated Financial Statements); (3) write offs of
approximately $170,000 related to the Hong Kong Subsidiary (see Note 11 of the
Notes to the Consolidated Financial Statements); (4) a write off in the amount
of $129,000 of receivables arising out of damage claims against suppliers deemed
uncollectible (see Note 11 ($33,000) and Note 8 ($96,000) of the Notes to the
Consolidated Financial Statements); (5) a write off of approximately $103,000
due from Messrs. Takeshi Yamaguchi and Yutaka Yamaguchi relating to indebtedness
that was deemed uncollectible in the fourth quarter; and (6) $98,000 in other
write offs.
7. Item 7 is hereby further amended by deleting the paragraphs
following the caption "Liquidity and Capital Resources" and adding the following
paragraphs:
During the fiscal year ended November 30, 1994, the Registrant's
operating activities used approximately $441,000 of cash, as compared to fiscal
1993 when operating activities provided positive cash flow of approximately
$1,129,000 and fiscal 1992 when operating activities provided positive cash flow
of approximately $3,667,000. During the last three fiscal years, there has been
a substantial negative trend in the Registrant's cash flow from operating
activities, primarily resulting from net losses that were significantly higher
in 1994 than in prior years. While cash and cash equivalents actually increased
during fiscal 1994, principally as a result of financing activities, working
capital of the Registrant declined by approximately $2,669,000 during fiscal
1994, leaving remaining working capital at approximately $1,362,000 at November
30, 1994.
The Registrant believes that the reduction in its cash flow and its
liquidity problems are attributable to the losses experienced by the
Registrant's handbag division. The losses of the handbag division placed
additional pressure on the Registrant's luggage division to generate cash flow,
which required the luggage division to lower its prices, which resulted in lower
profit margins.
In March 1995, the Registrant sold all of the assets of its handbag
division to Bueno. See Item 1. Business -- Recent Events. The Registrant
believes that the disposition of the handbag division will enable the Registrant
over time to regain profitability and restore positive operating cash flow. As a
result of the disposition, the Registrant will no longer be required to maintain
the large inventory positions required by the operations of the handbag
division.
As described in Note 2 of Notes to Consolidated Financial Statements,
at November 30, 1994, the Registrant had a bank credit agreement, which by its
terms terminated on July 31, 1995, that provided a revolving line of credit of
up to $2,000,000. The agreement provided for the issuance of letters of credit
in favor of the Registrant's foreign suppliers for the purchase of inventory,
with interest payable monthly at prime plus 1%. This facility was secured by a
certificate of deposit in the amount of approximately $540,000, and the personal
guaranty of the Registrant's former Chairman. The facility was fully utilized at
November 30, 1994.
In connection with the change of control of the Registrant in March
1995, Yashiro and the Registrant entered into a Letter of Credit Agreement
pursuant to which Yashiro has agreed to issue or cause to be issued, until March
20, 1997, unsecured trade letters of credit in an aggregate amount of up to the
lesser of $1,200,000 or 35% of the book value of all of the inventory owned by
the Registrant.
At November 30, 1994, the Registrant's Canadian subsidiary had a line
of credit agreement with a bank in the amount of approximately $395,000 (which
amount was increased in June 1995 to $525,000). Under this agreement, the bank
provides a revolving loan to the Canadian subsidiary for purposes of purchasing
inventory, with interest payable monthly at the Canadian prime rate.
Substantially all the assets of the Canadian subsidiary have been pledged as
security for this line of credit and a term loan. There was no borrowing under
this facility at November 30, 1994. However, at such date, the Canadian
subsidiary had outstanding letters of credit totalling approximately $50,000.
The Registrant has an agreement with a factor pursuant to which the
Registrant sells substantially all of its accounts receivable on a pre-approved
non-recourse basis. Under the terms of the agreement, the factor advances funds
to the Registrant based on invoice amounts. Interest on such advances is payable
at 2.5% per annum above the prime rate. The Registrant also pays a factoring
commission of 1% of each invoice amount, subject to a minimum of $96,000 per
annum.
The Registrant is seeking a relationship with a commercial bank or
factor to provide a new line of credit to replace the Registrant's line of
credit that terminated on July 31, 1995. Although management believes the
Registrant will be successful in obtaining financing, there can be no assurance
that such financing will be available on commercially reasonable terms if at
all. Failure to obtain such financing on commercially reasonable terms could
have a material adverse effect on the long-term prospects of the Registrant.
Based on the Registrant's current operations, however, management believes that
the Registrant's cash and cash equivalents, factoring of accounts receivable and
cash flows generated from operations will be sufficient to meet the Registrant's
liquidity and capital requirements for the fiscal year ended November 30, 1995.
8. Item 10 is hereby amended by deleting it in its entirety and
replacing it with the following:
ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
The following table contains certain information regarding Directors
and Executive Officers of the Registrant now serving, all of whom were elected
at the Annual Meeting of Shareholders of the Company held on August 17, 1995.
Except for Mr. Hellige and Mr. Riss, all such Directors and Executive Officers
served at all times during fiscal year 1994.
Principal Occupation for Past 5
Name and Position Years and Current Public
with the Company Age Directorships or Trusteeships
- ----------------- --- ------------------------------
Joel Dupre 42 Director since 1990; Chairman of the Board and Chief
Executive Officer of the Registrant since March 1995;
Executive Vice President from November 1992 to March 1995
and a Vice President from 1989 to 1992
Ian Mitchell 57 Director since 1988; President and Managing Director of
Sirco Leatherwares Ltd., a former subsidiary of the
Registrant since 1981
Eric Smith 50 Director since 1988; Vice President-General Manager of West
Coast Distribution Center since 1983
Eric M. Hellige 40 Director; Partner for more than five years of Pryor,
Cashman, Sherman & Flynn, counsel to the Company
Paul Riss 39 Director; Chief Financial Officer of Sequins International
Inc., a manufacturer of sequined fabrics and trimmings,
since June 1992; Chief financial Officer, Treasurer and
Secretary of ComponentGuard Inc, an administrator of
extended warranty contracts, from August 1990 to June 1992
Douglas Turner 56 Director since 1978; President of Sirco International
(Canada), Ltd., a subsidiary of the Registrant, for more
than five years
The following table contains certain information regarding former Directors
and Executive Officers of the Registrant who served at all times during the
fiscal year ended November 30, 1994, and, except as otherwise indicated through
March 20, 1995:
Principal Occupation for Past 5
Name and Position Years and Current Public
with the Company Age Directorships or Trusteeships
- ----------------- --- ------------------------------
Takeshi Yamaguchi 33 President of the Registrant from January 1995 to March 1995,
Executive Vice President/Chief Financial Officer from March
1992 to March 1995 and a Director of the Registrant from
1988 to January 1, 1995; Supervisor of the administrative
section of the export division of Yashiro Co., Osaka, Japan,
a manufacturer of handbags and one of the Registrant's
primary suppliers for more than five years (Mr. Takeshi
Yamaguchi is the son of Mr. Yutaka Yamaguchi)
Yutaka Yamaguchi 61 Chief Executive Officer and President from November 1992,
Chairman from 1990, and a Director from 1972; President from
1988 to 1990; For more than the past five years, President
and Director of Yashiro Companies, Osaka, Japan,
manufacturers of handbags and one of the Registrant's
suppliers (Mr. Yutaka Yamaguchi is the father of
Mr. Takeshi Yamaguchi)
Neil Grundman 61 Director since 1972; member of the law firm of Olshan
Grundman Frome & Rosenzweig, counsel to the Registrant, for
more than five years
Tsuguya Saeki 35 Director, Executive Vice President and Chief Financial
Officer of the Registrant from January 1995 to March 1995;
Vice President for operations from 1993 to January 1995;
Import Manager 1989.
The term of office of the Directors is one year, expiring on
the date of the next annual meeting and thereafter until their respective
successors shall have been elected and shall qualify, or until their death,
resignation or removal.
9. Item 11 is hereby amended by deleting the paragraphs set forth under
the caption "Board of Directors Interlocks and Insider Participation in
Compensation Decisions" and adding the following paragraph:
The following former and present members of the Board of Directors were
officers of the Registrant or a subsidiary of the Registrant during the fiscal
year ended November 30, 1994: Joel Dupre, Eric Smith, Douglas Turner, Takeshi
Yamaguchi, and Yutaka Yamaguchi. Such members participated in deliberations of
the Registrant's Board of Directors concerning executive officer compensation
during fiscal 1994.
10. Item 13 is hereby amended by deleting it in its entirety and adding
the following paragraphs:
ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Joseph Takada, the beneficial owner of approximately 10.97% of the
outstanding shares of Common Stock, is the Managing Director of Ideal Pacific
Ltd, the Registrant's manufacturing agent in Hong Kong ("Ideal"). During the
fiscal year ended November 30, 1994, the Registrant paid aggregate commissions
of approximately $245,000 to Ideal. Mr. Wang, the beneficial owner of
approximately 7.31% of the outstanding shares of Common Stock, is the Managing
Director of Kao-Lien Industrial Co., Ltd., the Registrant's manufacturing agent
in Taiwan ("Kao-Lien"). During the fiscal year ended November 30, 1994, the
Registrant paid aggregate commissions of approximately $146,000 to Kao-Lien.
Eric M. Hellige, a director of the Registrant, is a member of Pryor,
Cashman, Sherman & Flynn, counsel to the Registrant ("Pryor, Cashman"). Pryor,
Cashman did not render services to or receive any fees from the Registrant
during the fiscal year ended November 30, 1994.
Neil Grundman, a former director of the Registrant, is a member of
Olshan, Grundman, Frome & Rosenzweig, former counsel to the Registrant
("Olshan"). Fees paid by the Registrant to Olshan during the fiscal year ended
November 30, 1994 did not exceed 5% of Olshan's or the Registrant's revenues.
For the year ended November 30, 1994, the Registrant purchased in the
ordinary course of business approximately $9,000 of handbags and accessories
from Yashiro Co., Inc. ("Yashiro"), Osaka, Japan, a manufacturer of handbags and
accessories. Such purchases amounted to approximately .06% of purchases for the
fiscal year ended November 30, 1994. Yutaka Yamaguchi, the former Chairman of
the Board of Directors of the Registrant, is the President and a Director of
Yashiro. The terms of the aforementioned purchase transactions were
substantially equivalent to the terms of purchases by the Registrant from its
other suppliers, and the price paid to Yashiro were not more than the prices
paid by the Registrant to other suppliers providing equivalent goods. On August
18, 1988, the Registrant entered into a five-year (automatically renewable on a
year-to-year basis) Product Supply Agreement with Yashiro that memorialized this
ongoing relationship of Yashiro and the Registrant. The Product Supply Agreement
provided that Yashiro would sell to the Registrant all of its requirements for
merchandise at Yashiro's standard prices and permitted the Registrant to
purchase merchandise from other sources if more favorable terms were offered or
if necessary to meet the Registrant's requirements. The Product Supply Agreement
terminated on March 20, 1995.
Yashiro has made available to the Registrant a line of credit for
financing trade letters of credit. See Item 7. - Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources. At November 30, 1994, the Registrant owed Yashiro
approximately $1,743,000, which amount related to letter-of-credit financings of
approximately $1,664,000 bearing interest at 7% per annum. Amounts borrowed
under the line of credit with Yashiro were repayable within 100 days after the
delivery of the related goods. The Registrant paid Yashiro interest of
approximately $55,000 during the fiscal year ended November 30, 1994. In
addition to interest, Yashiro is paid a handling fee of 3% of the cost of the
goods. Such handling fees amounted to approximately $255,000 during the fiscal
year ended November 30, 1994. The Registrant is current in its obligations to
Yashiro.
The 7% interest rate paid to Yashiro is lower than the Registrant's
borrowing rate of prime plus 1% at November 30, 1994 on borrowings under the
former Shinhan Facility (as defined below). The handling fees paid to Yashiro of
3% are in excess of the .25% fee previously paid to Shinhan Bank for similar
services, and the Registrant believes that other banks and unaffiliated third
parties may provide handling fees and related services at amounts lower than 3%.
The Registrant currently is seeking new financing arrangements. See Item 7. -
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.
During the fourth quarter of fiscal year 1994, the Registrant wrote off
as uncollectible approximately $96,000 of indebtedness due from Yashiro. See
Item 7 - Management's Discussion and Analysis of Financial Conditions and
Results of Operations -- Fiscal Year 1994 Compared to Fiscal Year 1993.
In 1993, the Registrant entered into a revolving bank credit agreement
for up to $2,000,000 with Shinhan Bank (the "Shinhan Facility"). The Shinhan
Facility expired on July 31, 1995, at which time all amounts became due and
payable and were paid in full. The Shinhan Facility provided for the issuance of
letters of credit in favor of the Registrant's foreign suppliers for the
purchase of inventory, with interest payable monthly at prime plus 1%.
Borrowings under the facility were repayable to Shinhan Bank within 180 days of
shipment of the goods. Repayment of amounts due under the facility were secured
by the personal guaranty of the Registrant's former Chairman, Mr. Yutaka
Yamaguchi, and the Registrant's $500,000 certificate of deposit held by the bank
as collateral. Mr. Yutaka Yamaguchi did not directly receive any compensation
from the Registrant during the fiscal year ended November 30, 1994; however,
Yashiro was paid a fee of $100,000 for all services provided to the Registrant
by Mr. Yutaka Yamaguchi.
For the fiscal year ended November 30, 1994, the Registrant also
purchased in the ordinary course of business, $3,489,000 of handbags and
accessories (representing approximately 24% of total purchases by the Registrant
for such year) from Lucci. Forty-five percent of Lucci is owned by the same
individuals who own Yashiro Co. Ltd. and Yashiro, including Yutaka Yamaguchi.
The Registrant believes that all purchases from affiliated parties were
on terms and at prices substantially similar to those available from
unaffiliated third parties.
11. Item 14 is hereby amended by adding the following items:
(3.1) Certificate of Amendment to the Certificate of Incorporation of the
Company filed with the Secretary of State of the State of New York on
October 6, 1995.
(10.1) Employment Agreement, dated as of December 1, 1992, between the Company
and Joel Dupre.
(10.2) Employment Agreement, dated as of September 1, 1992, between the Company
and Gandolfo Verra.
(10.3) Sirco International Corp. 1995 Stock Option Plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of 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 on the 13th day of
December 1995.
SIRCO INTERNATIONAL CORP.
(Registrant)
By: /s/ Joel Dupre
------------------------
Joel Dupre, Chairman of
the Board 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 Date
/s/Joel Dupre
- ------------------
Joel Dupre Chairman of the Board December 13, 1995
and Chief Executive Officer
(Principal Executive Officer)
/s/Gandolfo Verra
- ------------------
Gandolfo Verra Controller and Assistant December 13, 1995
Secretary (Principal
Financial Officer)
/s/Eric M. Hellige
- ------------------ Director December 13, 1995
Eric M. Hellige
/s/Paul Riss
- ------------------ Director December 13, 1995
Paul Riss
- ------------------ Director December , 1995
Ian Mitchell
/s/ Eric Smith
- ------------------ Director December 13, 1995
Eric Smith
Director December , 1995
- --------------------
Douglas Turner