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As filed with the Securities and Exchange Commission on March 2, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SWISS ARMY BRANDS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-2797726
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE RESEARCH DRIVE, SHELTON, CONNECTICUT 06484
(Address of Principal Executive Offices) (Zip Code)
SWISS ARMY BRANDS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
J. MERRICK TAGGART
PRESIDENT
SWISS ARMY BRANDS, INC.
ONE RESEARCH DRIVE
SHELTON, CONNECTICUT 06484
(Name and address of agent for service)
(203) 929-6391
(Telephone number, including area code, of agent for service)
Copy to:
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 shares $13.625 $11,042,328 $3,258
$.10 per share
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</TABLE>
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as follows
(i) in the case of 189,750 shares underlying options granted and
outstanding under the Plan on the date of filing of this Registration
Statement, based on the aggregate exercise price of $2,585,344, which
averages $13.625 per share, and (ii) in the case of 801,250 shares which
remain available for grant under the Plan on the date of filing of this
Registration Statement, based on the average of the high and low prices of
the registrant's Common Stock on February 24, 1998.
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PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated into this registration statement by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997;
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997;
(e) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 1993; and
(f) The description of the Registrant's Common Stock, par value $.10 per
share, contained in the Registrant's Registration Statement on Form
8-A dated September 12, 1984, filed with the Commission.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the securities being offered hereunder has been passed upon
by the law firm of Zimet, Haines, Friedman & Kaplan. Herbert M. Friedman, a
member of such firm, is a director of the Registrant.
Item 6. 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 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 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
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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.
The Company maintains liability insurance covering its Directors
and Officers with respect to certain liabilities which they may incur in
connection with their service as Directors and Officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT DESCRIPTION
4.1 Swiss Army Brands, Inc. 1996 Stock Option Plan, (the "Plan"),
filed herewith.
4.2 Form of agreement for employees relating to stock options which
are "incentive options" pursuant to the Plan, filed herewith.
4.3 Form of agreement for employees relating to stock options which
are not "incentive options" pursuant to the Plan, filed herewith.
4.4 Form of agreement for non-employees relating to stock options
which are not "incentive options" pursuant to the Plan, filed
herewith.
4.6 Certificate of Incorporation of the registrant with all
amendments thereto, incorporated by reference to the Exhibits to
the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997.
4.7 By-laws of the registrant, as amended, incorporated by reference
to the Exhibits to Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.
23.1 Consent of Arthur Andersen LLP, filed herewith.
23.2 Consent of Zimet, Haines, Friedman & Kaplan, set forth in the
opinion thereof filed herewith as Exhibit 5.1.
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Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, 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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with the securities being
registered, the registrant 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 whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Shelton, State of Connecticut, on this 25th day
of February, 1998.
SWISS ARMY BRANDS, INC.
By /s/ J. Merrick Taggart
_______________________________________
J. Merrick Taggart
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints each of Messrs. J. Merrick
Taggart and Thomas M. Lupinski, each with full authority to act without the
others, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent 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 intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ J. Merrick Taggart President and Director February 25, 1998
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J. Merrick Taggart
/s/ Thomas M. Lupinski Senior Vice President, Chief February 25, 1998
- ----------------------------- Financial Officer and Controller
Thomas M. Lupinski (principal accounting officer)
/s/ A. Clinton Allen Director February 25, 1998
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A. Clinton Allen
/s/ Clarke H. Bailey Director February 25, 1998
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Clarke H. Bailey
</TABLE>
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Signature Title Date
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<S> <C> <C>
/s/ Thomas A. Barron Director February 25, 1998
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Thomas A. Barron
/s/ Vincent D. Farrell, Jr. Director February 25, 1998
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Vincent D. Farrell, Jr.
/s/ Herbert M. Friedman Director February 25, 1998
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Herbert M. Friedman
/s/ Peter W. Gilson Director February 25, 1998
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Peter W. Gilson
/s/ M. Leo Hart Director February 25, 1998
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M. Leo Hart
/s/ James W. Kennedy Director February 25, 1998
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James W. Kennedy
/s/ Keith Lively Director February 25, 1998
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Keith Lively
Director ____________, 1998
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Lindsay Marx
/s/ Louis Marx, Jr. Director February 25, 1998
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Louis Marx, Jr.
/s/ Stanley R. Rawn, Jr. Director February 25, 1998
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Stanley R. Rawn, Jr.
/s/ Eric M. Reynolds Director February 25, 1998
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Eric M. Reynolds
/s/ John Spencer Director February 25, 1998
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John Spencer
/s/ John V. Tunney Director February 25, 1998
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John V. Tunney
</TABLE>
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
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4.1 Swiss Army Brands, Inc. 1996 Stock Option Plan, filed
herewith.
4.2 Form of agreement for employees relating to stock options
which are "incentive options" pursuant to the Plan, filed
herewith.
4.3 Form of agreement for employees relating to stock options
which are not "incentive options" pursuant to the Plan, filed
herewith.
4.4 Form of agreement for non-employees relating to stock
options which are not "incentive options" pursuant to the
Plan, filed herewith.
4.6 Certificate of Incorporation of the registrant with all
amendments thereto, incorporated by reference to the
Exhibits to the Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997.
4.7 By-laws of the registrant, as amended, incorporated by
reference to the Exhibits to Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed
herewith.
23.1 Consent of Arthur Andersen LLP, filed herewith.
23.2 Consent of Zimet, Haines, Friedman & Kaplan, set forth in the
opinion thereof filed herewith as Exhibit 5.1.
</TABLE>
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EXHIBIT 4.1
1996 STOCK OPTION PLAN
THE FORSCHNER GROUP, INC.
SECTION 1. Establishment. There is hereby established the 1996
Stock Option Plan (this "Plan"), pursuant to which officers, directors and key
employees of THE FORSCHNER GROUP, INC. (hereinafter the "Company") and its
subsidiaries, and persons or entities who have been or may be in a position to
benefit the Company, may be granted options to purchase shares of common stock
of the Company, par value $.10 per share ("Common Stock"), and thereby share in
the future growth of the business. The subsidiaries of the Company included in
this Plan (the "Subsidiaries") shall be any subsidiary of the Company as defined
in Section 424 of the Internal Revenue Code of 1986, as amended (the "Code").
SECTION 2. Status of Options. The options which may be granted
pursuant to this Plan will constitute either incentive stock options within the
meaning of Section 422 of the Code ("Incentive Stock Options") or options which
are not Incentive Stock Options ("Non-incentive Stock Options"). Incentive Stock
Options and Non-incentive Stock Options shall be collectively referred to herein
as options.
SECTION 3. Eligibility. All employees and members of the Board of
Directors of the Company or any of its Subsidiaries (including officers), and
any persons or entities who have been or may be in a position to benefit the
Company, shall be eligible to be granted Non-incentive Stock Options to purchase
shares of Common Stock under this Plan. All employees of the Company or any of
its Subsidiaries who are employed at the time of adoption of this Plan or
thereafter shall be eligible to receive grants of Incentive Stock Options
pursuant to this Plan.
SECTION 4. Number of Shares covered by Options; No Preemptive
Rights. The total number of shares which may be issued and sold pursuant to
options granted under this Plan shall be 1,000,000 shares of Common Stock (or
the number and kind of shares of stock or other securities which, in accordance
with Section 8 of this Plan, shall be substituted for such shares of Common
Stock or to which said shares shall be adjusted; hereinafter, all references to
shares of Common Stock are deemed to be references to said shares or shares so
adjusted). The issuance of said shares shall be free from any preemptive or
preferential right of subscription or purchase on the part of any stockholder.
If any outstanding option granted under this Plan expires or is terminated, for
any reason, the shares of Common Stock subject to the unexercised portion of
such option will again be available for options issued under this Plan.
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SECTION 5. Administration.
(a) This Plan shall be administered by the
committee (the "Committee") referred to in paragraph (b) of this Section.
Subject to the express provisions of this Plan, the Committee shall have
complete authority, in its discretion, to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the respective option agreements (which need not be
identical), to determine to whom, the times and the prices at which options
shall be granted, the option periods, the number of shares of the Common Stock
to be subject to each option and whether each option shall be an Incentive Stock
Option or a Non-incentive Stock Option, and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that from the date of approval of the Plan by the stockholders of the Company to
the first anniversary of such date options to purchase no more than 333,333
shares of Common Stock shall be granted under the Plan and from the date of
approval of the Plan to the second anniversary of such date options to purchase
no more than 666,666 shares of Common Stock in the aggregate shall be granted
under the Plan. Each option shall be clearly identified at the time of grant as
to its status as an Incentive Stock Option or Non-incentive Stock Option. In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective individuals or entities, their present
and potential contributions to the success of the Company and such other factors
as the Committee, in its discretion, shall deem relevant. The Committee's
determination on all of the matters referred to in this Section 5 shall be
conclusive.
(b) The Committee shall consist of from two
(2) to five (5) individuals who are "outside directors" within the meaning of
section 162(m) of the Code and applicable interpretive authority thereunder. The
Committee shall be appointed by the Board, which may at any time and from time
to time, remove any member of the Committee, with or without cause, appoint
additional members to the Committee and fill vacancies, however caused, in the
Committee. A majority of the members of the Committee shall constitute a quorum.
All determinations of the Committee shall be made by a majority of its members.
Any decision or determination of the Committee reduced to writing and signed by
all of the members of the Committee shall be fully as effective as if it had
been made at a meeting duly called and held. Nothing contained in this Plan
shall be deemed to give any individual or entity any right to be granted an
option to purchase shares of Common Stock except to the extent and upon such
terms and conditions as may be determined by the Committee.
SECTION 6. Terms of Options. Each option granted
under this Plan shall be evidenced by a Stock Option Agreement
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which shall be executed by the Company and by the person or entity to whom such
option is granted, and shall be subject to the following terms and conditions:
(a) The price at which shares of Common
Stock covered by each option may be purchased pursuant thereto shall be
determined in each case on the date of grant by the Committee, but shall be an
amount not less than the par value of such shares. In the case of Incentive
Stock Options, the price at which shares of Common Stock covered by each
Incentive Stock Option may be purchased pursuant thereto shall be an amount not
less than the fair market value of shares of Common Stock at the time the
Incentive Stock Option is granted. For purposes of this Section, the fair market
value of shares of Common Stock on any day shall be (i) in the event the Common
Stock is not publicly traded, the fair market value on such day as determined in
good faith by the Committee or (ii) in the event the Common Stock is publicly
traded, the last sale price of a share of stock as reported by the principal
quotation service on which the Common Stock is listed, or, if last sale prices
are not reported with respect to the Common Stock, the mean of the high bid and
low asked price of a share of Common Stock as reported by such principal
quotation service, or, if there is no such report by such quotation service for
such day, such fair market value shall be the average of (i) the last sale price
(or, if last sale prices are not reported with respect to the Common Stock, the
mean of the high bid and low asked prices) on the day next preceding such day
for which there was a report and (ii) the last sale price (or, if last sale
prices are not reported with respect to the Common Stock, the mean of the high
bid and low asked prices) on the day next succeeding such day for which there
was a report, or as otherwise determined by the Committee in its discretion
pursuant to any reasonable method contemplated by Section 422 of the Code and
any treasury regulations issued pursuant to that Section.
(b) The option price of the shares to be
purchased pursuant to each option shall be paid in full in cash, or by delivery
(i.e. surrender) of shares of Common Stock of the Company then owned by the
optionee at the time of the exercise of the option. Shares of Common Stock so
delivered will be valued on the day of delivery for the purpose of determining
the extent to which the option price has been paid thereby, in the same manner
as provided in paragraph (a) of this Section, or as otherwise determined by the
Committee, in its discretion, pursuant to any reasonable method contemplated by
Section 422 of the Code and any treasury regulations issued pursuant to that
section.
(c) Each Stock Option Agreement shall
provide that such option may be exercised by the optionee, in
such parts and at such times, as may be specified in such
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Agreement, within a period not exceeding ten years after the date on which the
option is granted (hereinafter called the "option period") and, in any event, in
the case of employees of the Company, only during the continuance of the
optionee's employment by the Company or any of its Subsidiaries or, in the case
of Incentive Stock Options, during the period of thirty days after the
termination of such employment to the extent that the right to exercise such
options had accrued at the date of such termination or, in the case of
Non-incentive Stock Options, during the period of six months after the
termination of such employment to the extent that the right to exercise such
options had accrued or the date of such termination; provided, however, that if
options as to 100 or more shares are held by an optionee, then such options may
not be exercised for less than 100 shares at any one time, and if options for
less than 100 shares are held by an optionee, then options for all such shares
must be exercised at one time; and provided, further, that, if the optionee
shall die within the option period, the option may be exercised, to the extent
specified in such Stock Option Agreement, and as herein provided, but only prior
to the first to occur of:
(i) the expiration of the period of one year
after the date of the optionee's death, or
(ii) the expiration of the option period, by the
person or persons entitled to do so under the optionee's will,
or, if the optionee shall fail to make testamentary disposition
of said option, or shall die intestate, by the optionee's legal
representative or representatives.
(d) In the discretion of the Committee, a
single Stock Option Agreement may include both Incentive Stock Options and
Non-Incentive Stock Options, or those options may be included in separate Stock
Option Agreements.
(e) Unless otherwise determined by the
Committee with respect to options that are not Incentive Stock Options, each
option granted under this Plan shall by its terms be non-transferable by the
optionee except by will or by the laws of descent and distribution and shall be
exercisable during the optionee's lifetime only by the optionee.
(f) Notwithstanding the foregoing, if an
Incentive Stock Option is granted to a person at any time when such person owns,
within the meaning of Section 424(d) of the Code, more than 10% of the total
combined voting power of all classes of stock of the employer corporation (or a
parent or subsidiary of such corporation within the meaning of Section 424 of
the Code) the price at which each share of Common Stock covered by such option
may be purchased pursuant to such option
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shall not be less than 110% of the fair market value (determined as in paragraph
(a) of this Section) of the shares of Common Stock at the time the option is
granted, and such option must be exercised within a period specified in the
Stock Option Agreement relating to such options which does not exceed five years
after the date on which such option is granted.
(g) Each Stock Option Agreement entered into
pursuant hereto may contain such other terms, provisions and conditions not
inconsistent herewith as shall be determined by the Committee including, without
limitation, provisions (i) requiring the giving of satisfactory assurances by
the optionee that the shares are purchased for investment and not with a view to
resale in connection with a distribution of such shares, and will not be
transferred in violation of applicable securities laws, (ii) restricting the
transferability of such shares during a specified period and (iii) requiring the
resale of such shares to the Company at the option price if the employment of
the optionee terminates prior to a specified time.
SECTION 7. Limit on Option Amount.
(a) Notwithstanding any provision contained
herein, the aggregate fair market value (determined under Section 6(a) as of the
time such Incentive Stock Options are granted) of the Common Stock with respect
to which Incentive Stock Options are first exercisable by any employee during
any calendar year (under all stock option plans of the employee's employer
corporation and its parent and subsidiary corporation within the meaning of
Section 424 of the Code) shall not exceed $100,000. The limit in this paragraph
shall not apply to options which are designated as Non-incentive Stock Options,
and, except as otherwise provided herein, there shall be no limit on the amount
of such options which may be first exercisable in any year.
(b) Notwithstanding any provision contained
herein, grants of options under this Plan to any one optionee who is an employee
of the Company shall be limited to options to purchase no more than 250,000
shares of common stock per calendar year.
SECTION 8. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in shares of
Common Stock, the number of shares of Common Stock then subject to any option
granted hereunder and the number of shares reserved for issuance pursuant to
this Plan but not yet covered by an option, shall be adjusted by adding to each
of such shares the number of shares which would be distributable thereon if such
share had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
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or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be substituted
for each share of Common Stock subject to any such option and for each share of
Common Stock reserved for issuance pursuant to the Plan but not yet covered by
an option, the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be so changed or for which each
such share shall be exchanged; provided, however, that in the event that such
change or exchange results from a merger or consolidation, and in the judgment
of the Committee such substitution cannot be effected or would be inappropriate,
or if the Company shall sell all or substantially all of its assets, the Company
shall use reasonable efforts to effect some other adjustment of each then
outstanding option which the Committee, in its sole discretion, shall deem
equitable. In the event that there shall be any change, other than as specified
above in this Section 8, in the number or kind of outstanding shares of Common
Stock or of any stock or other securities into which such shares of Common Stock
shall have been changed or for which they shall have been exchanged, then, if
the Committee shall determine that such change equitably requires an adjustment
in the number or kind of shares theretofore reserved for issuance pursuant to
the Plan but not yet covered by an option and of the shares then subject to an
option or options, such adjustment shall be made by the Committee and shall be
effective and binding for all purposes of this Plan and of each Stock Option
Agreement. Notwithstanding the foregoing, if any adjustment in the number of
shares which may be issued and sold pursuant to options is required by the Code
or regulations promulgated thereunder to be approved by the stockholders in
order to enable the Company to issue Incentive Stock Options pursuant to this
Plan, then no such adjustment shall be made without the approval of the
stockholders. In the case of any such substitution or adjustment as provided for
in this Section, the option price in each Stock Option Agreement for each share
covered thereby prior to such substitution or adjustment will be the total
option price for all shares of stock or other securities which shall have been
substituted for each such share or to which such share shall have been adjusted
pursuant to this Section 8. No adjustment or substitution provided for in this
Section 8 shall require the Company, in any Stock Option Agreement, to sell a
fractional share, and the total substitution or adjustment with respect to each
Stock Option Agreement shall be limited accordingly. Notwithstanding the
foregoing, in the case of Incentive Stock Options, if the effect of the
adjustments or substitution is to cause the option to fail to continue to
qualify as an Incentive Stock Option or to cause a modification, extension or
renewal of such option within the meaning of Section 424 of the Code, the
Committee shall use reasonable efforts to effect such other adjustment of each
then outstanding option as the Committee, in its sole discretion, shall deem
equitable.
6
<PAGE>
<PAGE>
SECTION 9. Amendments. This Plan may be amended from time to time
by vote of the Committee; provided, however, that no amendment which shall (i)
change the total number of shares which may be issued and sold pursuant to
options granted under this Plan, (ii) change the designation of the class of
employees eligible to receive Incentive Stock Options or the class of
individuals or entities eligible to receive Non-incentive Stock Options, (iii)
decrease the minimum option price stated in Section 6(a) of this Plan, (iv)
extend the period during which an option may be granted to exercised beyond the
maximum period specified in this Plan or (v) withdraw the authority to
administer this Plan from the Committee, shall be effective without the approval
of the stockholders. Notwithstanding the foregoing, the Plan may be amended by
the Committee to incorporate or conform to requirements imposed by any
amendments made to the Code or regulations promulgated thereunder which the
Committee deems to be necessary or desirable to preserve (a) incentive stock
option status for outstanding Incentive Stock Options and the ability to issue
Incentive Stock Options pursuant to this Plan, and (b) the deductibility by the
Company pursuant to Section 162(m) of the Code of amounts taxed to Plan
participants as ordinary compensation income.
SECTION 10. Termination. This Plan shall terminate on, and no
additional options shall be granted after, ten years from the date the Plan is
adopted by the Committee. In addition, the Plan may be terminated at any time by
a vote of the Board of Directors.
7
<PAGE>
<PAGE>
EXHIBIT 4.2
Name of Grantee: ___________________________
Number of Shares: ___________________________
Exercise Price: ___________________________
Date of Grant: ___________________________
SWISS ARMY BRANDS, INC.
Incentive Stock Option Agreement
Pursuant to the 1996 Stock Option Plan
--------------------
Option granted as of the date set forth above, (hereinafter
referred to as the "Date of Grant") by SWISS ARMY BRANDS, INC. (the
"Corporation") to the person whose name appears at the head of this Agreement
(the "Grantee"):
1. The Option.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, an incentive stock option (the "Option") within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), to purchase, on the terms and conditions herein set forth, up to the
number of shares of the Corporation's fully paid, nonassessable shares of Common
Stock, par value $.10 per share, as shall be set forth above (the "Shares"), at
the exercise price set forth above.
<PAGE>
<PAGE>
(b) The Option is granted pursuant to the
Corporation's 1996 Stock Option Plan adopted on February 15, 1996 and approved
by the shareholders of the Corporation on May 16, 1996 (the "Plan"), a copy of
which is delivered herewith by the Corporation and receipt thereof is
acknowledged by the Grantee. The Option is subject in its entirety to all the
applicable provisions of the Plan which are incorporated herein by reference.
The Plan and this Agreement are intended to satisfy the provisions of Section
422 of the Code.
2. The Purchase Price. The purchase price of the
Shares shall be the price per share set forth at the head of this
Option Agreement (the "Option Price"), which price is no less
than the fair market value of the Shares as of the date of grant.
3. Exercise of Option.
(a) Except as otherwise provided in the Plan and
this Agreement, the Option is exercisable over a period of ten years from the
Date of Grant (the "Option Period") in accordance with the following schedule:
Percent of Shares Subject
Date to Option Purchasable
---- -------------------------
From the Date of Grant to the
first anniversary. 25%
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<PAGE>
<PAGE>
From the first anniversary of
the Date of Grant to the second
anniversary. 50%
From the second anniversary of
the Date of Grant to the third
anniversary. 75%
From the third anniversary of
the Date of Grant to the tenth
anniversary. 100%
The Option may be exercised from time to time during the Option Period as to the
total number of Shares allowable under this Section 3(a), or any lesser amount
thereof, provided that if this Option is exercisable as to 100 or more shares,
then this Option may not be exercised for fewer than 100 shares at any one time,
and if this Option is exercisable as to fewer than 100 shares, then this Option
may not be exercised to purchase fewer than all of such shares.
(b) Not less than fifteen calendar days nor more
than thirty calendar days prior to the date upon which all or any portion of the
Option is to be exercised, the person entitled to exercise the Option shall
deliver to the Corporation written notice (the "Notice") of his or her election
to exercise all or a part of the Option, which Notice shall specify the date for
the exercise of the Option and the number of Shares in respect of which the
Option is to be exercised. The date specified in the Notice shall be a business
day of the Corporation.
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<PAGE>
<PAGE>
(c) On the date specified in the Notice, the
person entitled to exercise the Option shall pay to the Corporation the Option
Price of the Shares in respect of which the Option is exercised and the amount
of any Federal and state withholding taxes (the "Purchase Price"). The Purchase
Price shall be paid in full at the time of purchase, in cash or by check or with
stock of the Corporation owned by the Grantee for at least six months prior to
the date specified in the Notice, the value of which shall be determined in
accordance with the Plan. If the Option is exercised in accordance with the
provisions of the Plan and this Agreement, the Corporation shall deliver to such
person certificates representing the number of Shares or other securities in
respect of which the Option is being exercised, which Shares or other securities
shall be registered in his or her name.
(d) The Grantee acknowledges that the right of
the Grantee to exercise the Option shall terminate 30 days after the first date
after issuance of the Option on which the Grantee shall for any reason
whatsoever (except for the death of the Grantee) cease to be an employee of the
Corporation or any of its Subsidiaries (as defined in the Plan) (such first date
on which the Grantee shall cease to be an employee being referred to as the
"Vesting Termination Date"), and that during such 30 day period, Grantee shall
have the right to exercise the Option only to the extent that such right had
accrued on the Vesting
- 4 -
<PAGE>
<PAGE>
Termination Date; provided, however, that in the event of the death of the
Grantee, the right to exercise the Option shall terminate at the time set forth
in paragraph (a) of Section 7 hereof, and provided further that this option is
not in any event exercisable after the tenth anniversary of the Date of Grant.
The Grantee and the Corporation acknowledge that neither this Agreement nor the
existence of the Option shall directly or indirectly give rise to any obligation
on the part of the Grantee or the Corporation in respect of the continued
employment of the Grantee nor confer upon the Grantee any of the rights of a
shareholder, including, without limitation, the right to inquire with the
management of the Corporation and to examine the books and records of the
Corporation.
(e) Notwithstanding the provisions of subsection
(a) of this Section 3, in the event of the dissolution, liquidation, merger or
consolidation of the Corporation, with or into, or the sale of all or
substantially all of its assets to a corporation not controlled by the
Corporation immediately prior to such transaction, during the term hereof, the
Option shall become immediately exercisable at the election of the Grantee as to
all or any part of the Shares not theretofore issued and sold hereunder. The
Corporation shall provide the Grantee with at least 30 calendar days notice of
the consummation of any of the events referred to in the preceding sentence,
during which period the Grantee may so exercise the Option, In such event, if
the
- 5 -
<PAGE>
<PAGE>
Option is not exercised prior to the occurrence of such event, the unexercised
portion of the Option shall terminate upon the happening of such occurrence.
(f) For purposes hereof, the terms "control" and
"controlled" shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities by contract or otherwise.
4. Securities Law Matters and Transfer of Shares.
(a) The Grantee represents and warrants that he
or she is acquiring this Option and, in the event this Option is exercised, the
Shares, for investment, for his or her own account and not with a view to the
distribution thereof, and that the Grantee has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that at the time of his or
her exercise of the Option, he or she will furnish to the Corporation evidence,
upon request, satisfactory to the Corporation, that he or she is an accredited
investor as that term is defined in Rule 501 of the Regulations pursuant to the
Securities Act of 1933, as amended, (the "Act"), or a reasoned
- 6 -
<PAGE>
<PAGE>
opinion of counsel in form and content satisfactory to the Corporation to the
effect that the exercise of the Option by the Grantee does not violate any
provision of the Act.
(c) Any person acquiring Shares pursuant to
bequest or inheritance shall, as a condition of acquiring the same, execute a
document satisfactory to the Corporation agreeing to be bound by all of the
restrictions of this Agreement to the full extent that such restrictions would
have applied to the Grantee.
(d) The Grantee agrees that regardless of
compliance with the other provisions of this Section 4, he or she will not at
any time offer, sell, hypothecate, or otherwise transfer any of the Shares
unless either:
(i) A registration statement covering the Shares which are
to be so offered (and their sale by the transferor thereof) has
been filed with the Securities and Exchange Commission pursuant
to the Act and such sale, transfer or other disposition is
accompanied by a prospectus relating to a registration statement
which is in effect under the Act covering the Shares which are to
be sold, transferred or otherwise disposed of and meeting the
requirements of Section 10 of the Act; or
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<PAGE>
<PAGE>
(ii) Counsel satisfactory to the Corporation renders a
reasoned opinion in writing and addressed to the Corporation,
satisfactory in form and substance to the Corporation and its
counsel, that in the opinion of such counsel such proposed sale,
offer, transfer or other disposition of the Shares is exempt from
the provisions of Section 5 of the Act in view of the
circumstances of such proposed offer, sale, transfer or other
disposition.
(e) The Grantee acknowledges that (i) the Shares
and the Option constitute "securities" under the Act and/or the Securities
Exchange Act of 1934, as amended, and/or the Rules and Regulations promulgated
under said Acts; (ii) the Shares may be required to be held indefinitely unless
subsequently registered under the Act for sale by the transferee or an exemption
from such registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(f) The certificate or certificates representing
the Shares may have an appropriate legend referring to the restrictions upon
transfers set forth herein.
- 8 -
<PAGE>
<PAGE>
(g) The Grantee acknowledges that, in the event
of termination of his or her employment with the Corporation, his or her rights
to exercise the Options are restricted as set forth in this Agreement and the
Plan.
(h) The Grantee is advised that the Grantee or
the Grantee's legal representative, as the case may be, may be required to make
an appropriate representation at the time of any exercise of this Option in form
and substance similar to the representations contained herein, relating to the
Shares then being purchased.
5. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of any successor or
assign of the Corporation and, to the extent herein provided,
shall be binding upon and inure to the benefit of the Grantee's
legal representatives.
6. Adjustment of Options.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 8 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
- 9 -
<PAGE>
<PAGE>
(b) Fractional shares resulting from any
adjustment in options pursuant to this section may be settled in cash or
otherwise as the Committee shall determine. Notice of any adjustment shall be
given by the Corporation to each holder of an option which shall have been so
adjusted, and such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.
7. Exercise and Transferability of Option.
(a) This Option shall not be assignable or
transferable by the Grantee other than by will or the laws of descent and
distribution, and, during the lifetime of the Grantee, this Option is
exercisable only by the Grantee and no other person shall acquire any rights
therein.
(b) If the Grantee shall die during the Option
Period while in the employ of the Corporation or any of its Subsidiaries as
defined in the Plan and shall not have fully exercised the Option, the Option
may be exercised, to the extent that the Grantee's right to exercise the Option
had accrued at the time of his or her death and had not been previously
exercised, by the executor(s) or administrator(s) of the Grantee or by any
person(s) who shall have acquired the Option directly from the Grantee by
bequest or inheritance, provided that the executor(s), administrator(s), or any
person(s) acquiring the
- 10 -
<PAGE>
<PAGE>
Option by bequest or inheritance agrees to all the provisions of this Agreement,
but only prior to the first to occur of (i) the expiration of the Option Period
or (ii) the expiration of the period of one year after the date of the Grantee's
death.
If the foregoing is in accordance with the Grantee's understanding and approved
by him or her, he or she may so confirm by signing and returning the duplicate
of this Agreement delivered for that purpose.
SWISS ARMY BRANDS, INC.
By
_______________________________________
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Grant.
_________________________________________
Grantee
Dated:______________________
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<PAGE>
<PAGE>
EXHIBIT 4.3
Name of Grantee: _____________________________
Number of Shares: _____________________________
Exercise Price: _____________________________
Date of Grant: _____________________________
SWISS ARMY BRANDS, INC.
Non-Incentive Stock Option Agreement
Pursuant to the 1996 Stock Option Plan
--------------------
Option granted as of the date set forth above, (hereinafter
referred to as the "Date of Grant") by SWISS ARMY BRANDS, INC. (the
"Corporation") to the person whose name appears at the head of this Agreement
(the "Grantee"):
1. The Option.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a stock option (the "Option") to purchase, on
the terms and conditions herein set forth, up to the number of shares of the
Corporation's fully paid, nonassessable shares of Common Stock, par value $.10
per share, as shall be set forth above (the "Shares"), at the exercise price set
forth above.
(b) The Option is granted pursuant to the
Corporation's 1996 Stock Option Plan adopted on February 15, 1996
<PAGE>
<PAGE>
and approved by the shareholders of the Corporation on May 16, 1996 (the
"Plan"), a copy of which is delivered herewith by the Corporation and receipt
thereof is acknowledged by the Grantee. The Option is subject in its entirety to
all the applicable provisions of the Plan which are incorporated herein by
reference. The Option is a "Non-incentive Stock Option" within the meaning of
Section 2 of the Plan.
2. The Purchase Price. The purchase price of the Shares
shall be the price per share set forth at the head of this Option Agreement (the
"Option Price"), which price is no less than the fair market value of the Shares
as of the date of grant.
3. Exercise of Option.
(a) Except as otherwise provided in the Plan and
this Agreement, the Option is exercisable over a period of ten years from the
Date of Grant (the "Option Period") in accordance with the following schedule:
Percent of Shares Subject
Date to Option Purchasable
---- -------------------------
From the Date of Grant to the
first anniversary. 25%
From the first anniversary of
the Date of Grant to the second
anniversary. 50%
From the second anniversary of
the Date of Grant to the third
anniversary. 75%
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<PAGE>
<PAGE>
From the third anniversary of
the Date of Grant to the tenth
anniversary. 100%
The Option may be exercised from time to time during the Option Period as to the
total number of Shares allowable under this Section 3(a), or any lesser amount
thereof, provided that if this Option is exercisable as to 100 or more shares,
then this Option may not be exercised for fewer than 100 shares at any one time,
and if this Option is exercisable as to fewer than 100 shares, then this Option
may not be exercised to purchase fewer than all of such shares.
(b) Not less than fifteen calendar days nor more
than thirty calendar days prior to the date upon which all or any portion of the
Option is to be exercised, the person entitled to exercise the Option shall
deliver to the Corporation written notice (the "Notice") of his or her election
to exercise all or a part of the Option, which Notice shall specify the date for
the exercise of the Option and the number of Shares in respect of which the
Option is to be exercised. The date specified in the Notice shall be a business
day of the Corporation.
(c) On the date specified in the Notice, the person
entitled to exercise the Option shall pay to the Corporation the Option Price of
the Shares in respect of which the Option is exercised and the amount of any
Federal and state withholding taxes (the "Purchase Price"). The Purchase Price
- 3 -
<PAGE>
<PAGE>
shall be paid in full at the time of purchase, in cash or by check or with stock
of the Corporation owned by the Grantee for at least six months prior to the
date specified in the Notice, the value of which shall be determined in
accordance with the Plan. If the Option is exercised in accordance with the
provisions of the Plan and this Agreement, the Corporation shall deliver to such
person certificates representing the number of Shares or other securities in
respect of which the Option is being exercised, which Shares or other securities
shall be registered in his or her name.
(d) The Grantee acknowledges that the right of
the Grantee to exercise the Option shall terminate six months after the first
date after issuance of the Option on which the Grantee shall for any reason
whatsoever (except for the death of the Grantee) cease to be an employee of the
Corporation or any of its Subsidiaries (as defined in the Plan) (such first date
on which the Grantee shall cease to be an employee being referred to as the
"Vesting Termination Date"), and that during such six month period, Grantee
shall have the right to exercise the Option only to the extent that such right
had accrued on the Vesting Termination Date; provided, however, that in the
event of the death of the Grantee, the right to exercise the Option shall
terminate at the time set forth in paragraph (a) of Section 7 hereof, and
provided further that this option is not in any event exercisable after the
tenth anniversary of the Date of Grant.
- 4 -
<PAGE>
<PAGE>
The Grantee and the Corporation acknowledge that neither this Agreement nor the
existence of the Option shall directly or indirectly give rise to any obligation
on the part of the Grantee or the Corporation in respect of the continued
employment of the Grantee nor confer upon the Grantee any of the rights of a
shareholder, including, without limitation, the right to inquire with the
management of the Corporation and to examine the books and records of the
Corporation.
(e) Notwithstanding the provisions of subsection
(a) of this Section 3, in the event of the dissolution, liquidation, merger or
consolidation of the Corporation, with or into, or the sale of all or
substantially all of its assets to a corporation not controlled by the
Corporation immediately prior to such transaction, during the term hereof, the
Option shall become immediately exercisable at the election of the Grantee as to
all or any part of the Shares not theretofore issued and sold hereunder. The
Corporation shall provide the Grantee with at least 30 calendar days notice of
the consummation of any of the events referred to in the preceding sentence,
during which period the Grantee may so exercise the Option. In such event, if
the Option is not exercised prior to the occurrence of such event, the
unexercised portion of the Option shall terminate upon the happening of such
occurrence. In the event that there shall occur a transaction, other than a
merger or sale of assets described above, which, in the judgment of the Stock
Option and
- 5 -
<PAGE>
<PAGE>
Compensation Committee shall make it impossible or impracticable to carry out
the purposes of this Agreement, alternative provisions shall be made so as
nearly as possible to carry out the purposes of this Agreement, and this
Agreement shall be deemed to have been amended to conform to such provisions.
(f) For purposes hereof, the terms "control" and
"controlled" shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise.
4. Securities Law Matters and Transfer of Shares.
(a) The Grantee represents and warrants that he
is acquiring this Option and, in the event this Option is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that the Grantee has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that at the time of his or
her exercise of the Option, he or she will furnish to the Corporation evidence,
upon request, satisfactory to the Corporation, that he or she is an accredited
investor as that
- 6 -
<PAGE>
<PAGE>
term is defined in Rule 501 of the Regulations pursuant to the Securities Act of
1933, as amended, (the "Act"), or a reasoned opinion of counsel in form and
content satisfactory to the Corporation to the effect that the exercise of the
Option by the Grantee does not violate any provision of the Act.
(c) Any person acquiring Shares pursuant to
bequest or inheritance shall, as a condition of acquiring the same, execute a
document satisfactory to the Corporation agreeing to be bound by all of the
restrictions of this Agreement to the full extent that such restrictions would
have applied to the Grantee.
(d) The Grantee agrees that regardless of
compliance with the other provisions of this Section 4, he or she will not at
any time offer, sell, hypothecate, or otherwise transfer any of the Shares
unless either:
(i) A registration statement covering the Shares which are
to be so offered (and their sale by the transferor thereof) has
been filed with the Securities and Exchange Commission pursuant
to the Act and such sale, transfer or other disposition is
accompanied by a prospectus relating to a registration statement
which is in effect under the Act covering the Shares which are to
be sold, transferred or otherwise disposed of
- 7 -
<PAGE>
<PAGE>
and meeting the requirements of Section 10 of the Act;
or
(ii) Counsel satisfactory to the Corporation renders a
reasoned opinion in writing and addressed to the Corporation,
satisfactory in form and substance to the Corporation and its
counsel, that in the opinion of such counsel such proposed sale,
offer, transfer or other disposition of the Shares is exempt from
the provisions of Section 5 of the Act in view of the
circumstances of such proposed offer, sale, transfer or other
disposition.
(e) The Grantee acknowledges that (i) the Shares
and the Option constitute "securities" under the Act and/or the Securities
Exchange Act of 1934, as amended, and/or the Rules and Regulations promulgated
under said Acts; (ii) the Shares may be required to be held indefinitely unless
subsequently registered under the Act for sale by the transferee or an exemption
from such registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(f) The certificate or certificates representing
the Shares may have an appropriate legend referring to the restrictions upon
transfers set forth herein.
- 8 -
<PAGE>
<PAGE>
(g) The Grantee acknowledges that, in the event
of termination of his or her employment with the Corporation, his or her rights
to exercise the Options are restricted as set forth in this Agreement and the
Plan.
(h) The Grantee is advised that the Grantee or
the Grantee's legal representative, as the case may be, may be required to make
an appropriate representation at the time of any exercise of this Option in form
and substance similar to the representations contained herein, relating to the
Shares then being purchased.
5. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legal representatives.
6. Adjustment of Options.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 8 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
- 9 -
<PAGE>
<PAGE>
(b) Fractional shares resulting from any
adjustment in options pursuant to this section may be settled in cash or
otherwise as the Committee shall determine. Notice of any adjustment shall be
given by the Corporation to each holder of an option which shall have been so
adjusted, and such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.
7. Exercise and Transferability of Option.
(a) During the lifetime of the Grantee, this
Option is exercisable only by the Grantee and shall not be assignable or
transferable by the Grantee, and no other person shall acquire any rights
therein.
(b) If the Grantee shall die during the Option
Period while in the employ of the Corporation or any of its Subsidiaries as
defined in the Plan and shall not have fully exercised the Option, the Option
may be exercised, to the extent that the Grantee's right to exercise the Option
had accrued at the time of his or her death and had not been previously
exercised, by the executor(s) or administrator(s) of the Grantee or by any
person(s) who shall have acquired the Option directly from the Grantee by
bequest or inheritance, provided that the executor(s), administrator(s), or any
person(s) acquiring the Option by bequest or inheritance agrees to all the
provisions of this Agreement, but only prior to the first to occur of (i) the
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<PAGE>
<PAGE>
expiration of the Option Period or (ii) the expiration of the period of one year
after the date of the Grantee's death.
If the foregoing is in accordance with the Grantee's
understanding and approved by him or her, he or she may so confirm by signing
and returning the duplicate of this Agreement delivered for that purpose.
SWISS ARMY BRANDS, INC.
By
_______________________________________
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Grant.
_________________________________________
Grantee
Dated: ______________________
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<PAGE>
<PAGE>
EXHIBIT 4.4
Name of Grantee: _________________________________
Number of Shares: _________________________________
Exercise Price: _________________________________
Date of Grant: _________________________________
SWISS ARMY BRANDS, INC.
Non-Incentive Stock Option Agreement
Pursuant to the 1996 Stock Option Plan
--------------------
Option granted as of the date set forth above, (hereinafter
referred to as the "Date of Grant") by SWISS ARMY BRANDS, INC. (the
"Corporation") to the person whose name appears at the head of this Agreement
(the "Grantee"):
1. The Option.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a stock option (the "Option") to purchase, on
the terms and conditions herein set forth, up to the number of shares of the
Corporation's fully paid, nonassessable shares of Common Stock, par value $.10
per share, as shall be set forth above (the "Shares"), at the exercise price set
forth above.
<PAGE>
<PAGE>
(b) The Option is granted pursuant to the
Corporation's 1996 Stock Option Plan adopted on February 15, 1996 and approved
by the shareholders of the Corporation on May 16, 1996 (the "Plan"), a copy of
which is delivered herewith by the Corporation and receipt thereof is
acknowledged by the Grantee. The Option is subject in its entirety to all the
applicable provisions of the Plan which are incorporated herein by reference.
The Option is a "Non-incentive Stock Option" within the meaning of Section 2 of
the Plan.
2. The Purchase Price. The purchase price of the Shares
shall be the price per share set forth at the head of this Option Agreement (the
"Option Price") , which price is no less than the fair market value of the
Shares as of the date of grant.
3. Exercise of Option.
(a) Except as otherwise provided in the Plan and
this Agreement, the Option is fully vested as of the Date of Grant and is
exercisable over a period of ten years from the Date of Grant (the "Option
Period"). The Option may be exercised from time to time during the Option Period
as to the total number of Shares allowable under this Section 3(a), or any
lesser amount thereof, provided that if this Option is exercisable as to 100 or
more shares, then this Option may not be exercised for fewer than 100 shares at
any one time, and if this Option is exercisable as
- 2 -
<PAGE>
<PAGE>
to fewer than 100 shares, then this Option may not be exercised to purchase
fewer than all of such shares.
(b) Not less than fifteen calendar days nor more
than thirty calendar days prior to the date upon which all or any portion of the
Option is to be exercised, the person entitled to exercise the Option shall
deliver to the Corporation written notice (the "Notice") of his or her election
to exercise all or a part of the Option, which Notice shall specify the date for
the exercise of the Option and the number of Shares in respect of which the
Option is to be exercised. The date specified in the Notice shall be a business
day of the Corporation.
(c) On the date specified in the Notice, the
person entitled to exercise the Option shall pay to the Corporation the Option
Price of the Shares in respect of which the Option is exercised and the amount
of any Federal and state withholding taxes (the "Purchase Price"). The Purchase
Price shall be paid in full at the time of purchase, in cash or by check or with
stock of the Corporation owned by the Grantee for at least six months prior to
the date specified in the Notice, the value of which shall be determined in
accordance with the Plan. If the Option is exercised in accordance with the
provisions of the Plan and this Agreement, the Corporation shall deliver to such
person certificates representing the number of Shares or other securities in
respect of which the Option is
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being exercised, which Shares or other securities shall be
registered in his or her name.
(d) This Option is not exercisable after the
tenth anniversary of the Date of Grant.
(e) Notwithstanding the provisions of subsection
(a) of this Section 3, in the event of the dissolution, liquidation, merger or
consolidation of the Corporation, with or into, or the sale of all or
substantially all of its assets to a corporation not controlled by the
Corporation immediately prior to such transaction, during the term hereof, the
Corporation shall provide the Grantee with at least 30 calendar days notice of
the consummation such event, during which period the Grantee may exercise the
Option. In such event, if the Option is not exercised prior to the occurrence of
such event, the unexercised portion of the Option shall terminate upon the
happening of such occurrence. In the event that there shall occur a transaction,
other than a merger or sale of assets described above, which, in the judgment of
the Stock Option and Compensation Committee shall make it impossible or
impracticable to carry out the purposes of this Agreement, alternative
provisions shall be made so as nearly as possible to carry out the purposes of
this Agreement, and this Agreement shall be deemed to have been amended to
conform to such provisions.
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(f) For purposes hereof, the terms "control" and
"controlled" shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise.
(g) The Grantee acknowledges that neither this
Agreement nor the existence of the Option shall confer upon the Grantee any of
the rights of a shareholder, including without limitation the right to inquire
with the management of the Corporation and to examine the books and records of
the Corporation.
4. Securities Law Matters and Transfer of Shares.
(a) The Grantee represents and warrants that he
or she is acquiring this Option and, in the event this Option is exercised, the
Shares, for investment, for his or her own account and not with a view to the
distribution thereof, and that the Grantee has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that at the time of his or
her exercise of the Option, he or she will furnish to the Corporation evidence,
upon request, satisfactory to the
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Corporation, that he or she is an accredited investor as that term is defined in
Rule 501 of the Regulations pursuant to the Securities Act of 1933, as amended,
(the "Act"), or a reasoned opinion of counsel in form and content satisfactory
to the Corporation to the effect that the exercise of the Option by the Grantee
does not violate any provision of the Act.
(c) Any person acquiring Shares pursuant to
bequest or inheritance shall, as a condition of acquiring the same, execute a
document satisfactory to the Corporation agreeing to be bound by all of the
restrictions of this Agreement to the full extent that such restrictions would
have applied to the Grantee.
(d) The Grantee agrees that regardless of
compliance with the other provisions of this Section 4, he or she will not at
any time offer, sell, hypothecate, or otherwise transfer any of the Shares
unless either:
(i) A registration statement covering the Shares which are
to be so offered (and their sale by the transferor thereof) has
been filed with the Securities and Exchange Commission pursuant
to the Act and such sale, transfer or other disposition is
accompanied by a prospectus relating to a registration statement
which is in effect under the Act covering the Shares which
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are to be sold, transferred or otherwise disposed of
and meeting the requirements of Section 10 of the Act;
or
(ii) Counsel satisfactory to the Corporation renders a
reasoned opinion in writing and addressed to the Corporation,
satisfactory in form and substance to the Corporation and its
counsel, that in the opinion of such counsel such proposed sale,
offer, transfer or other disposition of the Shares is exempt from
the provisions of Section 5 of the Act in view of the
circumstances of such proposed offer, sale, transfer or other
disposition.
(e) The Grantee acknowledges that (i) the Shares
and the Option constitute "securities" under the Act and/or the Securities
Exchange Act of 1934, as amended, and/or the Rules and Regulations promulgated
under said Acts; (ii) the Shares may be required to be held indefinitely unless
subsequently registered under the Act for sale by the transferee or an exemption
from such registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
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(f) The certificate or certificates representing
the Shares may have an appropriate legend referring to the restrictions upon
transfers set forth herein.
(g) The Grantee is advised that the Grantee or
the Grantee's legal representative, as the case may be, may be required to make
an appropriate representation at the time of any exercise of this Option in form
and substance similar to the representations contained herein, relating to the
Shares then being purchased.
5. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legal representatives.
6. Adjustment of Options.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 8 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
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(b) Fractional shares resulting from any
adjustment in options pursuant to this section may be settled in cash or
otherwise as the Committee shall determine. Notice of any adjustment shall be
given by the Corporation to each holder of an option which shall have been so
adjusted, and such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.
7. Exercise and Transferability of Option.
(a) During the lifetime of the Grantee, this
Option is exercisable only by the Grantee and shall not be assignable or
transferable by the Grantee, and no other person shall acquire any rights
therein.
(b) If the Grantee shall die during the Option
Period, the Option may be exercised, to the extent not previously exercised, by
the executor(s) or administrator(s) of the Grantee or by any person(s) who shall
have acquired the Option directly from the Grantee by bequest or inheritance,
provided that the executor(s), administrator(s), or any person(s) acquiring the
Option by bequest or inheritance agrees to all the provisions of this Agreement,
but only prior to the expiration of the Option Period.
If the foregoing is in accordance with the Grantee's
understanding and approved by him or her, he or she may so
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confirm by signing and returning the duplicate of this Agreement
delivered for that purpose.
SWISS ARMY BRANDS, INC.
By
_______________________________________
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Grant.
_________________________________________
Grantee
Dated: ______________________
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EXHIBIT 5.1
February 25, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: Swiss Army Brands, Inc.
Gentlemen:
We have acted as counsel to Swiss Army Brands, Inc., a Delaware
corporation (the "Company"), in connection with the registration pursuant to a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
of an aggregate of 1,000,000 shares of Common Stock of the Company, par value
$.10 per share ("Common Stock"), underlying options ("Options") which have been
or may be granted under Swiss Army Brands, Inc. 1996 Stock Option Plan (the
"Plan").
In connection with this opinion, we have examined originals, or
copies certified of otherwise identified to our satisfaction, of the Certificate
of Incorporation of the Company, the By-Laws of the Company, the minutes and
other records of the proceedings of the Board of Directors and of the
stockholders of the Company, the Plan 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. As to any facts material to this opinion, we have relied upon statements
and representations of officers and other representatives of the Company.
Based on and subject to the foregoing, we hereby advise you that,
in our opinion, the issuance and sale of shares of
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Common Stock upon exercise of any Options in accordance with the provisions and
subject to the conditions set forth in the agreements pursuant to which the
Options were granted (the "Option Agreements") has been duly authorized and,
when the consideration for such shares shall have been received by the Company
and shares shall be issued pursuant to such Options in accordance with the terms
and subject to the conditions set forth in the Option Agreements, such shares of
Common Stock will be legally issued, fully paid and nonassessable.
We are lawyers admitted to practice only in the State of New
York. Although none of the members of this firm is admitted to the bar of the
State of Delaware, in rendering this opinion we have considered the General
Corporation Law of such State. Accordingly, the foregoing opinion is limited
solely to the effect of the laws of New York and of the United States of
America, and the General Corporation Law of the State of Delaware.
We hereby consent to the reference to our firm in the Company's
Registration Statement on Form S-8.
Very truly yours,
/s/ Zimet, Haines, Friedman & Kaplan
ZIMET, HAINES, FRIEDMAN & KAPLAN
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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 February 4, 1997,
included in Swiss Army Brands, Inc. Form 10-K for the year ended December 31,
1996, and to all references to our firm in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Stamford, Connecticut,
February 26, 1998
