<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on February 20, 1996.
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------
THE FORSCHNER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2797726
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Research Drive
Shelton, Connecticut 06484
(203) 929-6391
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
J. Merrick Taggart
The Forschner Group, Inc.
One Research Drive
Shelton, Connecticut 06484
(203) 929-6391
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
-------
Approximate date of commencement of proposed sale to the public: On such
date as the Registering Stockholders shall elect to commence sales to the public
following the effective date of this registration statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum
Amount to be Proposed maximum offering price aggregate offering price of
Title of each class of securities to be registered per unit of securities to be securities to be Amount of
registered registered(1) registered(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 71,768 $12.00 $861,216 $297
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the highest and lowest sale
prices of the Common Stock on February 15, 1996.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE>
<PAGE>
71,768 Shares
THE FORSCHNER GROUP, INC.
Common Stock
(Par Value $.10 Per Share)
This Prospectus relates to up to 71,768 shares (the "Shares") of
Common Stock, par value $.10 per share (the "Common Stock"), of The Forschner
Group, Inc. (the "Company" or "Forschner"). The Shares may be offered for sale
by certain stockholders of the Company (the "Registering Stockholders"). See
"Registering Stockholders." The Company will not receive any of the proceeds
from the sale of the Shares.
The Shares may be offered by the Registering Stockholders from time to
time in transactions (which may include block transactions) in the
over-the-counter market, in negotiated transactions, through the writing of
options on Shares, or a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices.
See "Registering Stockholders" and "Plan of Distribution".
The Registering Stockholders have agreed to bear all out-of-pocket
expenses (other than selling discounts and commissions) in connection with the
registration of all of the Shares which may be offered by this Registration
Statement, estimated to be approximately $9,000. The Registering Stockholders
have agreed to indemnify the Company, and the Company has agreed to indemnify
the Registering Stockholders, against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
THE SECURITIES WHICH MAY BE OFFERED HEREBY ARE SUBJECT TO CERTAIN RISKS
WHICH SHOULD BE CAREFULLY CONSIDERED BY POTENTIAL INVESTORS. SEE "RISK FACTORS".
The Common Stock is listed on NASDAQ's National Market System under
the symbol FSNR. The last reported sale price per share of the Common Stock on
NASDAQ on February 15, 1996 was $12.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------
The date of this Prospectus is February 20, 1996.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates or an offer to sell or a solicitation of an offer to buy to any person
in any jurisdiction where such offer would be unlawful.
<PAGE>
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1994, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the Fiscal Quarter
ended March 31, 1995, filed pursuant to Section 13 or 15(d) of the Exchange Act;
(c) The Company's Quarterly Report on Form 10-Q for the Fiscal Quarter
ended June 30, 1995, filed pursuant to Section 13 or 15(d) of the Exchange Act;
(d) The Company's Quarterly Report on Form 10-Q for the Fiscal Quarter
ended September 30, 1995, filed pursuant to Section 13 or 15(d) of the Exchange
Act;
(e) The Company's Proxy Statement dated May 15, 1995, filed pursuant
to Section 14 of the Exchange Act;
(f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated September 12, 1984, filed
pursuant to Section 12(g) of the Exchange Act; and
(g) All other reports and other documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1993.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities which
may be offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner of any of the Common Stock, to whom a copy of this Prospectus
has been delivered, upon the written or oral request of such person, a copy of
any and all of the documents that have been or may be incorporated by reference
in this Prospectus, except that exhibits to such document shall not be provided
unless they are specifically incorporated by reference into such documents.
Requests for such copies of any document should be directed to Mr. Thomas M.
Lupinski, Senior Vice President, The Forschner Group, Inc., One Research Drive,
Shelton, Connecticut 06484, telephone number (203) 929-6391.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy and information
statements and other information with the Commission. Such reports, proxy and
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
following regional offices: Seven World Trade Center, 13th Floor, New York, New
York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
- 2 -
<PAGE>
<PAGE>
PROSPECTUS SUMMARY
The Company
The Company is the exclusive distributor in the United States, Canada
and the Caribbean of the Victorinox'r' Original Swiss Army Knife, Victorinox'r'
cutlery and Victorinox'r' watches. The Company also markets its own line of
Swiss Army'r' Brand Watches and other high quality Swiss made products under its
Swiss Army Brand. The Company has been marketing Victorinox Original Swiss Army
Knives and Victorinox cutlery for over fifty years and has been the exclusive
United States distributor of such products since 1972, an arrangement that was
formalized in 1983. The Company added Canada and the Caribbean to its exclusive
territory for Victorinox Original Swiss Army Knives in 1992 and 1993,
respectively. Victorinox Original Swiss Army Knives as well as Swiss Army'r'
Brand Watches and other Swiss Army Brand products are marketed primarily to
retailers and also to corporate gift buyers as advertising specialty products.
The Company's cutlery line, which also includes imported products from Germany,
England and Brazil, is sold primarily to the meat packing and food service
industries. The Company's wholly-owned subsidiary, Cuisine de France Limited,
imports and distributes high quality French made consumer cutlery under the
Cuisine de France'r' Sabatier'r' brand.
The Company's principal executive office is located at One Research
Drive, Shelton, Connecticut 06484, telephone number (203) 929-6391.
The Offering
<TABLE>
<S> <C>
Number of Shares Registered by
the Registering Stockholders 71,768
Shares Outstanding Prior to
the Sale of any Shares
Registered Pursuant Hereto 8,186,610
Shares Outstanding After
the Sale of Shares Registered
Pursuant Hereto, Assuming Sale
of All Shares Being Registered 8,186,610
NASDAQ Symbol FSNR
</TABLE>
RISK FACTORS
Prospective investors should give careful consideration to the
following factors, among others, in analyzing this offering:
1. Dependence on Certain Suppliers. The Company does not have any
manufacturing facilities and imports virtually all of its products from
independent suppliers. The Company's business is subject to certain risks
related to its arrangements with its foreign suppliers, including possible
restrictions on transfer of funds, the risk of imposition of quotas on the
amount of products which may be imported into the United States (although no
quota currently exists), maritime union strikes and political instability.
Although the Company has a United States exclusive distributorship agreement
with Victorinox Cutlery Company ("Victorinox"), its principal supplier, it does
not have such contractual arrangements with its other suppliers. The agreement
with Victorinox provides for certain minimum annual purchases of products by the
Company, and failure to achieve these goals
- 3 -
<PAGE>
<PAGE>
would result in Victorinox having the right to terminate the agreement. Such a
termination would have a material adverse effect upon the Company's operations.
The agreement also provides that the Company will not add non-Victorinox items
to its line of cutlery products without the prior agreement of Victorinox.
Although the Company has a contractual right to receive minimum quantities of
Swiss Army Knives from Victorinox, were this source of supply to fail for any
reason the Company would probably be unable to find an alternative source. Any
substantial disruption of the Company's relationships with its foreign suppliers
would have a material adverse effect on its operations and results. Virtually
all of the Company's imported products are subject to United States custom
duties.
2. Foreign Currency Risks. A substantial majority of the Company's
products are imported from Switzerland and paid for in Swiss francs. Increases
in the value of the Swiss franc against the dollar may therefore increase the
cost of the Company's products, which might necessitate increases in prices or,
if the Company finds such increases to be undesirable, could result in
reductions in gross margins, in either case with possible material adverse
effects on the Company's operations and results. Thus, the Company's competitive
position and future results of operations could be adversely affected if the
dollar significantly decreased in value relative to the Swiss franc. The Company
enters into foreign currency futures contracts and options to reduce the impact
of fluctuations of the Swiss franc against the dollar. However, such hedging
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 value of the dollar relative to the Swiss franc. Historically, the Company
has hedged substantially less than its annual requirements for Swiss francs. No
assurances can be given that the Company will continue to engage in such hedging
transactions or concerning the extent to which such hedging transactions will
reduce the effect of adverse currency fluctuations. Such transactions would
reduce the beneficial effects to the Company of any increases in the value of
the dollar relative to the Swiss franc.
3. Trademarks. Although the Company has been selling Swiss Army Knives
for over fifty years, it does not have the exclusive right to use the words
"Swiss Army" on one of its principal products, pocket knives, and may,
therefore, be in a less secure competitive position than if it possessed such
exclusive rights.
4. Discretionary Purchases. The Company imports for resale a limited
number of products and hence adverse changes in the market for such products in
the United States could have a material adverse effect on its operations and
results. A significant majority of the Company's products are purchased by
consumers on a discretionary basis. The sales of these products are thus
susceptible to adverse economic conditions.
5. Introduction of New Products. The Company has been importing and
distributing Swiss Army Brand Watches for over five years and Swiss Army Brand
sunglasses for over four years, and may develop other new products for possible
importation and distribution under the Swiss Army Brand. The Company has limited
experience in marketing new products and there can be no assurance that such
products ultimately will be successful.
6. Competition. The Company faces competition from the United States
distributor of the only other Company supplying pocket knives to the Swiss armed
forces. In addition, despite its exclusive distributorship agreement, the
Company does not have a legal right to prevent the importation of Victorinox's
products purchased from third parties outside the United States. In respect of
substantially all of the Company's other products, it faces competition from a
large number of suppliers, many of which have market shares and resources
substantially greater than those of the Company.
7. Shares Eligible for Future Sale. Future sales of substantial
amounts of Common Stock in the public market could adversely affect the market
price of the Common Stock. Certain employees, officers and directors and former
directors of the Company hold options to purchase shares of Common Stock which,
in some cases, may be sold in the public market once acquired. The single
largest stockholder of the Company owns 2,522,222 shares of Common Stock which
may be sold in the public market and holds options to purchase an additional
650,000 shares of Common Stock. No prediction can be made as to the effect, if
any, that sales of shares of
- 4 -
<PAGE>
<PAGE>
Common Stock or even the availability of such shares for sale will have on the
market prices for the Common Stock prevailing from time to time.
8. Dilution. The Company may issue additional shares of Common Stock
in the future in consideration of the acquisition of rights or the acquisition
of other entities. Such issuances may result in the Company's shareholders
experiencing dilution in net book value per share.
USE OF PROCEEDS
All of the Shares which may be sold pursuant to this Prospectus will
be sold by the Registering Stockholders for their own accounts. None of the
proceeds of this offering will be received by the Company.
REGISTERING STOCKHOLDERS
The name of the Registering Stockholders, the number of shares of the
Company's Common Stock owned beneficially by each Registering Stockholder as of
the date of this Prospectus, the number of shares of the Company's Common Stock
which may be offered by each Registering Stockholder pursuant to this
Prospectus, and the amount and percentage of shares of Common Stock to be owned
by each Registering Stockholder assuming the sale of all the Shares are as
follows:
<TABLE>
<CAPTION>
Shares to be Owned After Sale of
Shares Registered Hereby
------------------------
Shares
Beneficially Shares Being Percent of
Name Owned Registered Amount Outstanding
---- ----- ---------- ------ -----------
<S> <C> <C> <C> <C>
Victorinox - Swiss Army 56,604 56,604 -0- -0-
Knife Foundation
James W. Kennedy 69,179(1) 15,164 54,015(1) *
</TABLE>
___________________
* Less than 1%.
(1) Includes 50,000 shares of Common Stock issuable upon exercise of options
held by Mr. Kennedy.
RECENT DEVELOPMENTS
On December 13, 1995, Mr. J. Merrick Taggart was elected President of the
Company. Mr. Taggart, 45, was President of Duofold, Inc., a sports apparel
company, and Pringle of Scotland, U.S.A. for the last three years. Prior to
that, Mr. Taggart was Senior Vice President of Product Development for the
Timberland Company.
Also on December 13, 1995, Mr. James W. Kennedy resigned as Co-Chairman and
Co-Chief Executive Officer of the Company. Mr. M. Leo Hart resigned as
Co-Chairman and Co-Chief Executive Officer effective January 1, 1996. Mr. Hart
announced that he shall become the Chief Executive Officer of Brae Group, Inc.,
which is the beneficial owner of approximately 34.5% of the outstanding common
stock of the Company. Both Mr. Kennedy and Mr. Hart will remain on the Board of
Directors of the Company.
- 5 -
<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
The Shares are being registered in order to facilitate their sale from
time to time by the Registering Stockholders should the Registering Stockholders
determine to make such sale. The Company is unable to predict whether or when
the Registering Stockholders will determine to proceed with sales of the Shares,
as such determination will be made by the Registering Stockholders. The sale of
the Shares by the Registering Stockholders may be effected from time to time in
transactions (which may include block transactions) in the over-the-counter
market, in negotiated transactions, through the writing of options on Shares, or
a combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Registering Stockholders
may effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Registering Stockholders and/or the
purchasers of Shares for whom such broker-dealers may act as agent or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The Registering Stockholders and any broker-dealers that act in
connection with the sale of the Shares hereunder might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act.
The Registering Stockholders are paying the out-of-pocket expenses of
registering the Shares under the Securities Act. The Company has agreed to keep
the registration statement covering the Shares current for a period of 60 months
or until such earlier time as all of the Shares registered hereby have been sold
or the Registering Stockholders have agreed to terminate the offering of the
remaining Shares. If the Company is required to update this Prospectus during
such period, the Registering Stockholders may incur additional expenses.
The Company and the Registering Stockholders have agreed to indemnify
each other against certain civil liabilities, including liabilities under the
Securities Act.
EXPERTS
The financial statements and schedules included in the Company's
Annual Report on Form 10-K incorporated by reference in this Prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
LEGAL MATTERS
The validity of the Shares has been passed upon by Zimet, Haines,
Friedman & Kaplan, 460 Park Avenue, New York, New York 10022. Herbert M.
Friedman, Esq., a member of that firm, is a director of the Company.
- 6 -
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
<TABLE>
<S> <C>
Registration fee............................................... $ 297
Accounting fees and expenses................................... 1,200
Legal fees and expenses........................................ 6,500
Printing expenses.............................................. 500
Miscellaneous.................................................. 503
Total $9,000
======
</TABLE>
___________________
* All of the expenses listed are estimated except for the registration fee
and all expenses are payable by the Registering Stockholder.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware grants each
corporation organized thereunder the power to indemnify its officers, directors,
employees and agents on certain conditions against liabilities arising out of
any action or proceeding to which any of them is a party by reason of being such
officer, director, employee or agent. Section 102(b)(7) of the Delaware General
Corporation Law permits a Delaware corporation, with the approval of its
stockholders, to include within its Certificate of Incorporation a provision
eliminating or limiting the personal liability of its directors to that
corporation or its stockholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.
The Company's Certificate of Incorporation (the "Certificate of
Incorporation") includes an Article which allows the Company to take advantage
of Section 102(b)(7) of the Delaware General Corporation Law. The Certificate of
Incorporation also provides for the indemnification, to the fullest extent
permitted by the Delaware General Corporation Law, of directors and officers of
the Company against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which such person
may become involved by reason of the fact that he or she is or was serving as a
director or officer of the Company. The Certificate of Incorporation also
provides that upon the specific authorization of the Board of Directors, the
Company may indemnify, in the same manner, any of its employees or agents or any
person who is serving at the request of the Company as a director, officer,
employee or agent of another entity.
The Company's By-laws contain provisions concerning the indemnification
of officers and directors which are substantially identical to those contained
in the Certificate of Incorporation. Additionally, the Company has entered into
an agreement with certain of its directors and officers providing contractual
indemnification to such persons under substantially the same terms as those
contained in the Certificate of Incorporation.
The Company and the Registering Stockholders have agreed to indemnify
each other against certain civil liabilities, including liabilities under the
Securities Act of 1933.
II-1
<PAGE>
<PAGE>
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
1 Not Applicable
2 Not Applicable
4 Instruments defining the rights of securityholders, including indentures:
(A) Articles of Incorporation, as amended, filed as
Exhibit 3(A) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, and
which Exhibit is incorporated herein by reference.
(B) By-Laws, filed as Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, and which Exhibit is incorporated
herein by reference.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith
8 Not Applicable
12 Not Applicable
15 Not Applicable
23.1 Consent of Arthur Andersen LLP, filed herewith
23.2 Consent of Zimet, Haines, Friedman & Kaplan (included in the opinion
filed as Exhibit No. 5)
24.1 Power of Attorney (see page II-4 of this Registration Statement)
25 Not Applicable
26 Not Applicable
27 Not Applicable
28 Not Applicable
</TABLE>
II-2
<PAGE>
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
hereunder, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, pursuant to the provisions described in Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by any such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether or not such indemnification
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Shelton in the State of Connecticut on February 16,
1996.
THE FORSCHNER GROUP, INC.
By /s/ J. Merrick Taggart
-----------------------------
J. Merrick Taggart
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Merrick Taggart, Thomas D. Cunningham and
Thomas M. Lupinski his true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him and his
name, place and stead, in any and all capacities, to sign any or all amendments
to this registration statement, including post-effective amendments, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intent and purposes as he might or could do in person,
and hereby ratifies and confirms all his said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ A. Clinton Allen Director February 16, 1996
- -----------------------------------
A. Clinton Allen
/s/ Thomas A. Barron Director February 16, 1996
- -----------------------------------
Thomas A. Barron
/s/ Thomas D. Cunningham Executive Vice President - February 16, 1996
- ----------------------------------- Finance, Chief Financial
Thomas D. Cunningham Officer and Director
/s/ Vincent D. Farrell, Jr. Director February 16, 1996
- -----------------------------------
Vincent D. Farrell, Jr.
</TABLE>
II-4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Herbert M. Friedman Director February 16, 1996
- -----------------------------------
Herbert M. Friedman
- ----------------------------------- Director
Peter W. Gilson
/s/ M. Leo Hart Director February 16, 1996
- -----------------------------------
M. Leo Hart
/s/ James W. Kennedy Director February 16, 1996
- -----------------------------------
James W. Kennedy
/s/ Keith R. Lively Director February 16, 1996
- -----------------------------------
Keith Lively
/s/ Thomas M. Lupinski Senior Vice President February 16, 1996
- ----------------------------------- and Controller
Thomas M. Lupinski (principal accounting officer)
Director
- -----------------------------------
Lindsay Marx
/s/ Louis Marx, Jr. Director February 16, 1996
- -----------------------------------
Louis Marx, Jr.
/s/ Stanley G. Mortimer III Director February 16, 1996
- -----------------------------------
Stanley G. Mortimer III
/s/ Stanley R. Rawn, Jr. Director February 16, 1996
- -----------------------------------
Stanley R. Rawn, Jr.
/s/ Eric M. Reynolds Director February 16, 1996
- -----------------------------------
Eric M. Reynolds
</TABLE>
II-5
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director
- -----------------------------------
John Spencer
/s/ John V. Tunney Director February 16, 1996
- -----------------------------------
John V. Tunney
</TABLE>
II-6
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as 'r'
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
<S> <C> <C>
4 Instruments defining the rights of securityholders, including indentures:
(A) Articles of Incorporation, as amended, filed as
Exhibit 3(A) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, and
which Exhibit is incorporated herein by reference.
(B) By-Laws, filed as Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, and which Exhibit is incorporated
herein by reference.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Zimet, Haines, Friedman & Kaplan
(included in the opinion filed as Exhibit No. 5)
24.1 Power of Attorney (see page II-4 of this Registration Statement)
</TABLE>
<PAGE>
<PAGE>
Exhibit 5.1
February 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Forschner Group, Inc.
-------------------------
Ladies/Gentlemen:
We have acted as counsel to The Forschner Group, Inc., a
Delaware corporation (the "Company"), in connection with the registration
pursuant to a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, of an aggregate of 71,768 shares
of Common Stock of the Company, par value $.10 per share ("Common Stock"), which
shares are currently issued and outstanding.
In connection with this opinion, we have examined originals,
or copies certified to our satisfaction, of the Certificate of Incorporation of
the Company, as amended, the By-Laws of the Company, as amended, the minutes and
other records of the proceedings of the Board of Directors and of the
stockholders of the Company, and such other documents, corporate and public
records, agreements, and certificates of officers of the Company and of public
and other officials, and we have considered such questions of law, as we have
deemed necessary as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
Based on and subject to the foregoing, we hereby advise you
that, in our opinion, the shares of Common Stock to be sold pursuant to the
Registration Statement have been duly authorized and are validly issued,
fully-paid and nonassessable.
<PAGE>
<PAGE>
-2-
We hereby consent to the use and filing of this opinion in
connection with the Registration Statement and to the reference to our firm
under the caption "Legal Matters" in the Registration Statement and in the
related Prospectus.
Very truly yours,
ZIMET, HAINES, FRIEDMAN & KAPLAN
<PAGE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 10, 1995,
included in The Forschner Group, Inc.'s Form 10-K for the year ended December
31, 1994, and to all references to our firm in this registration statement.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
February 13, 1996
