SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Quarterly Period Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-1282-3
Swiss Army Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2797726
(State of incorporation) (I.R.S. Employer Identification No.)
One Research Drive, Shelton, Connecticut 06484
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 929-6391
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares of Issuer's Common Stock, $.10 par value, outstanding on
May 10, 2000, was 7,956,722 shares.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
INDEX
<S> <C> <C>
PART I: FINANCIAL INFORMATION Page No.
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of
March 31, 2000 (unaudited) and December 31, 1999. 3 - 4
Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 1999 (unaudited). 5
Consolidated Statements of Stockholders' Equity
for the Three Months Ended March 31, 2000 and
1999 (unaudited). 6
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999 (unaudited). 7
Notes to Consolidated Financial Statements 8 -9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 10 - 11
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 11
Part II: OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 12
Signatures 13
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The Exhibit Index Appears on Page 12.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
Assets
March 31, December 31,
2000 1999
---------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 995 $ 1,302
Accounts receivable, less
allowance for doubtful accounts
of $1,060 for both periods 24,776 33,718
Inventories 38,703 30,227
Deferred income taxes 2,242 2,235
Prepaid and other 4,147 3,058
--------- ----------
Total current assets 70,863 70,540
--------- ----------
Deferred income taxes 1,460 1,474
Property, plant and equipment, net 4,752 4,856
Investments 6,204 4,476
Intangible assets, net 11,246 11,548
Other assets 14,748 14,710
--------- ----------
Total Assets $109,273 $107,604
========= ==========
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The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
Liabilities and Stockholders' Equity
March 31, December 31,
2000 1999
----------- ------------
(unaudited)
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Current liabilities:
Current portion of long-term debt $ 875 $ 875
Accounts payable 11,690 7,732
Accrued liabilities 8,538 10,562
------- ---------
21,103 19,169
Long-term liabilities:
Long-term debt 10,388 11,362
Other 792 693
------- ---------
Total Liabilities 32,283 31,224
------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.10 per share:
shares authorized -2,000,000; no shares
issued - -
Common stock, par value $.10 per
share: shares authorized -
18,000,000; shares issued -
8,866,968 and 8,868,218, respectively 886 886
Additional paid-in capital 49,126 49,137
Accumulated other comprehensive
income (loss) (85) (401)
Retained earnings 35,852 35,576
-------- --------
85,779 85,198
Less: Treasury stock; 1,014,108 shares
for both periods (8,711) (8,711)
Deferred compensation (78) (107)
-------- --------
Total stockholders' equity 76,990 76,380
-------- --------
Total Liabilities and Stockholders' Equity $109,273 $107,604
========= =========
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The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
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Net sales $25,310 $23,570
Cost of sales 15,769 14,621
------- -------
Gross profit 9,541 8,949
Selling, general and administrative expenses 10,485 9,990
------- -------
Operating loss (944) (1,041)
Investment gain (loss), net 1,419 420
Interest income (expense), net (214) 7
Other income 226 -
------- --------
Total other income, net 1,431 427
------- --------
Income (loss) before income taxes 487 (614)
Income tax provision (benefit) 211 (261)
------- --------
Net income (loss) $276 ($353)
======= ========
Earnings per share:
Basic $0.03 ($0.04)
======= ========
Diluted $0.03 ($0.04)
======= ========
Weighted average number of
shares outstanding:
Basic 8,169 7,885
======= ========
Diluted 8,217 7,885
======= ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(in thousands, except share data)
(unaudited)
Accumulated
Additional Other
Common Stock Paid-In Comprehensive Retained Treasury Comprehensive
Par Value $.10 Capital Income (Loss) Earnings Stock Income (Loss)
----------------- ---------- -------------- -------- -------- --------------
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BALANCE
December 31, 1998 8,858,218 $885 $46,472 $177 $35,456 ($8,194)
Net loss for the
three months ended
March 31, 1999 - - - - (353) - ($353)
Change in unrealized
gain on marketable
securities - - - (788) - - (788)
Foreign currency
translation
adjustment - - - 55 - - 55
--------
Comprehensive
income ($1,086)
========
Repurchase of
common stock - - - - - (448)
Stock options
exercised 10,000 1 53 - - -
----------- ------ -------- --------- -------- --------
BALANCE
March 31, 1999 8,868,218 $886 $46,525 ($556) $35,103 ($8,642)
=========== ====== ======== ========= ======== ========
BALANCE
December 31, 1999 8,868,218 $886 $49,137 ($401) $35,576 ($8,711)
Net income for the
three months ended
March 31, 2000 - - - - 276 - $276
Change in unrealized
gain on marketable
securities - - - 101 - - 101
Reclassification
adjustment for loss
included in net income - - - 208 - - 208
Foreign currency
translation
adjustment - - - 7 - - 7
-----
Comprehensive
income $592
=====
Cancellation of
stock grant (1,250) - (11) - - -
---------- ---- -------- ----- ------- -------
BALANCE
March 31, 2000 8,866,968 $886 $49,126 ($85) $35,852 ($8,711)
========== ===== ======== ====== ======= =======
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The accompanying notes to consolidated financial statements are an integral part
of these statements.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
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Cash flows from operating activities:
Net income (loss) $276 ($353)
Adjustments to reconcile net income (loss) to net
cash provided from operating activities:
Stock compensation expense 18 18
Depreciation and amortization 896 720
Investment gain (loss), net (1,419) (420)
Deferred income taxes 7 (16)
------- -------
(222) (51)
Changes in other current assets and liabilities:
Accounts receivable 8,982 8,361
Inventories (8,456) (5,910)
Prepaid and other (1,091) 2,141
Accounts payable 3,928 (1,480)
Accrued liabilities (1,920) (1,194)
-------- -------
Net cash provided from operating activities 1,221 1,867
-------- -------
Cash flows from investing activities:
Capital expenditures (343) (189)
Additions to other assets (183) (350)
Sale of long-term investments - 1,972
-------- -------
Net cash provided from (used in)
investing activities (526) 1,433
-------- -------
Cash flows from financing activities:
Repurchase of common stock - (448)
Borrowings under bank agreement 12,380 10,110
Repayments under bank agreement (13,354) (9,190)
Proceeds from exercise of stock options - 54
-------- -------
Net cash provided from (used in)
financing activities (974) 526
-------- -------
Effect of exchange rate changes on cash (28) 34
-------- -------
Net increase (decrease) in cash and cash equivalents (307) 3,860
Cash and cash equivalents, beginning of period 1,302 1,309
-------- -------
Cash and cash equivalents, end of period $ 995 $ 5,169
======== =======
Cash paid during the period:
Interest $ 264 $ 27
======== =======
Income taxes $ 869 $ -
======== =======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 and 1999
(unaudited)
CONSOLIDATED FINANCIAL STATEMENTS
- ---------------------------------
The consolidated financial statements included in this Form 10-Q have been
prepared by Swiss Army Brands, Inc. ("Swiss Army" or the "Company") without
audit. Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999. In the opinion of management of the
Company, the interim financial statements included herein reflect all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods presented. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. Due to the seasonal nature of the Company's business, the
results of operations for the interim periods presented are not necessarily
indicative of the operating results for the full year.
INVENTORIES
- -----------
Domestic inventories are stated at the lower of cost (determined by the
last-in, first-out (LIFO) method) or market. Foreign inventories are valued at
the lower of cost or market determined by the FIFO method. Inventories
principally consist of finished goods.
INVESTMENTS
- -----------
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Investments consist of the following:
March 31, 2000 December 31, 1999
-------------- -----------------
(in thousands)
<S> <C> <C>
Preferred units of Highgate
Capital LLC (A) $3,613 $3,613
Common stock of John Hancock Financial
Services, Inc. (B) 1,728 -
Preferred units of
Victory Ventures LLC (C) 851 851
Common stock of Chaparral Resources,
Inc.(D) 12 12
------- -------
Total investments $ 6,204 $4,476
======= =======
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(A) Highgate Capital LLC, formerly known as Hudson River Capital LLC, is a
private equity firm specializing in middle market acquisitions,
re-capitalization and expansion capital investments.
(B) In January 2000, the Company received 95,707 shares of common stock of
John Hancock Financial Services, Inc. ("John Hancock") related to the
demutualization of John Hancock. As a result, the Company recorded an
investment gain of $1,627,000. The Company accounts for this investment at
fair value, with changes between cost and fair value reflected as a
separate component of stockholder's equity.
(C) Victory Ventures LLC is a private equity firm specializing in small
venture capital investments.
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(D)Chaparal Resources, Inc. ("Chaparal"), a publicly traded company, is an
independent oil and gas exploration and production company. At March 31,
2000, the Company owned 87,634 shares of Chaparal common stock. In the
three months ended March 31, 2000, the Company recorded a $208,000
write-down of its investment in Chaparal due to the other than temporary
impairment in the value of the investment.
INCOME TAXES
- ------------
Income taxes are provided at the projected annual effective tax rate. The
income tax provision (benefit) for the interim 2000 and 1999 periods exceed the
federal statutory rate of 34% due primarily to state income taxes.
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SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
RESULTS OF OPERATIONS
---------------------
Net sales for the three months ended March 31, 2000 were $25.3 million
compared with $23.6 million for the same period in 1999, representing an
increase of $1.7 million or 7.4%. The sales increase was due primarily to $1.6
million in sales related to Bear Cutlery, Inc. ("Bear"), which was acquired in
April 1999, and an increase in sales of Victorinox products offset in part by a
decrease in watch sales and a decrease in sales related to special promotional
programs with one customer.
Gross profit of $9.5 million for the three months ended March 31, 2000
increased $0.6 million or 6.6% from 1999. The gross profit margin percentage for
the of 2000 period of 37.7% was lower than the gross profit margin percentage of
38.0% reported for the same period in 1999, primarily due to unfavorable product
mix. The Company's gross profit margin is a function of both product mix and
Swiss franc exchange rates. Since the Company imports virtually all of its
products from Switzerland, its costs are affected by both the spot rate of
exchange and by its foreign currency hedging program. The Company enters into
foreign currency contracts and options to hedge the exposure associated with
foreign currency fluctuations. Based upon current Swiss franc requirements, the
Company believes it is hedged through the second quarter of 2001. However, such
hedging activity cannot eliminate the long-term adverse impact on the Company's
competitive position and results of operations that would result from a
sustained decrease in the value of the dollar versus the Swiss franc. These
hedging transactions, which are meant to reduce foreign currency risk, also
reduce the beneficial effects to the Company if the dollar increases relative to
the Swiss franc. The Company plans to continue to engage in hedging
transactions; however, the extent to which such hedging transactions will reduce
the effect of adverse currency fluctuations is uncertain.
Selling, general and administrative expenses for the three months ended
March 31, 2000 of $10.5 million were $0.5 million or 5.0% higher than the amount
for the comparable period in 1999. The increase was primarily due to expenses
related to Bear. As a percentage of net sales, selling general and
administrative expenses decreased from 42.4% in 1999 to 41.4% in 2000.
Investment gain (loss), net was a gain of $1,419,000 due to a $1,627,000
gain from the common stock received related to the demutualization of John
Hancock Financial Services, Inc. offset in part by a $208,000 loss related to
the write-down of the Company's common stock investment in Chaparal Resources,
Inc. The investment gain in 1999 of $420,000 was due to a sale of the Company's
investment in Iron Mountain, Inc.
Interest income (expense), net was expense of $214,000 for the three months
ended March 31, 2000 compared to income of $7,000 in 1999. The change was
primarily due to the interest expense incurred on the debt related to the
acquisition of Bear.
Other income of $226,000 represents royalty income related to the November
1999 introduction of the Victorinox Travel Gear Program.
<PAGE>
As a result of these changes, income (loss) before income taxes for the
three months ended March 31, 2000 was income of $487,000 versus a loss of
$614,000 for the same period in 1999, a change of $1,101,000.
Income tax provision (benefit) was provided at an effective rate of 43.3%
in 2000 and 42.5% in 1999.
As a result, net income (loss) for the three months ended March 31, 2000
was income of $276,000 ($0.03 per share - basic and diluted) versus a loss of
$353,000 ($0.04 per share - basic and diluted) for the same period in 1999, a
change of $629,000.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of March 31, 2000, the Company had working capital of $49.8 million
compared with $51.4 million as of December 31, 1999, a decrease of $1.6 million.
Significant uses of working capital included a $0.2 million increase in other
assets, capital expenditures of $0.4 million and repayment of debt. The Company
currently has no material commitments for capital expenditures.
Cash provided from operating activities was approximately $1.2 million in
the three months ended March 31, 2000 compared with $1.9 million in the
comparable period in 1999. The change resulted primarily from a larger increase
in inventory in 2000 compared to 1999, an increase in prepaid and other in 2000
compared to a decrease in 1999, offset in part by an increase in accounts
payable in 2000 as compared to a decrease in 1999.
The Company meets its short-term liquidity needs with cash generated from
operations, and, when necessary, bank borrowings under its revolving credit
agreement. As of March 31, 2000, the Company had $11,263,000 of outstanding
borrowings under its bank agreement. The Company has a $23.0 million credit
facility, consisting of a $16.0 million credit line and a $7.0 million term
loan. The Company's short-term liquidity is affected by seasonal changes in
inventory levels, payment terms and seasonality of sales. The Company believes
its current liquidity levels and financial resources will be sufficient to meet
its operating needs in the near-term.
<PAGE>
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Foreign Exchange Risk
The Company is exposed to market risk from changes in foreign exchange
rates as the Company imports virtually all its products from Switzerland. To
minimize the risks associated with fluctuations in the value of the Swiss franc
versus the U.S. dollar, the Company enters into foreign currency contracts and
options. Pursuant to guidelines approved by its Board of Directors, the Company
is to engage in these activities only as a hedging mechanism against foreign
exchange rate fluctuations associated with specific inventory purchase
commitments to protect gross margin and is not to engage in speculative trading.
Gains or losses on these contracts and options are deferred and recognized in
cost of sales when the related inventory is sold. At March 31, 2000, the Company
has entered into foreign currency contracts and options to purchase
approximately 90,975,000 Swiss francs in the years 2000 and 2001 at a weighted
average rate $1.537 Swiss franc/dollar. The Company's ultimate unrealized gain
or loss on these contracts and options will primarily depend on the currency
exchange rates in effect at the time the contracts and options mature. At March
31, 2000, the Company has reviewed its foreign exchange risks and based upon its
foreign currency hedging program and review of its outstanding foreign exchange
contracts, it believes that a near-term increase in the value of the Swiss franc
versus the U.S. dollar would not have a material effect on the Company's results
of operations or financial condition.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a.) Exhibits
*(10.1) Amended and Restated Trademark License Agreement,
dated as of February 17, 2000, between the Registrant and TRG
Accessories, LLC.
(27) Financial data schedule
b.) There were no reports or exhibits on Form 8-K for the three months ended
March 31, 2000.
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* Confidential treatment has been requested for portions of this Exhibit.
<PAGE>
Pursuant to the requirements to the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Swiss Army Brands, Inc.
-----------------------
(Registrant)
Date: May 15, 2000
By /s/ Thomas M. Lupinski
-------------------------
Name: Thomas M. Lupinski
Title: Senior Vice President,
Chief Financial Officer, Secretary
and Treasurer
<PAGE>
Execution Copy
--------------
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
This Agreement ("Agreement") is made as of the 17th day of February, 2000
(the "Effective Date"), by and between Swiss Army Brands, Inc., a Delaware
corporation with its principal place of business at One Research Drive,
P.O. Box 874, Shelton, CT 06484 ("Licensor") and TRG Accessories, LLC, a
Missouri limited liability company with its principal place of business at
1328 Ashby Road, St. Louis, MO 63146 ("Licensee").
RECITALS
WHEREAS, LICENSOR is the owner of or licensee with rights to
sublicense the trademarks set forth on Exhibit A attached hereto (the
"Trademarks");
WHEREAS, LICENSEE desires the right, license and privilege to use the
Trademarks on or in connection with the manufacturing, sale and
distribution of certain luggage products, more fully described in Exhibit B
attached hereto (the "Products"); and
WHEREAS, LICENSOR is willing to grant such rights to LICENSEE, subject
to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Grant of License
-------------------
(a) Subject to the terms and conditions of this Agreement, LICENSOR grants
to LICENSEE, and LICENSEE accepts, the non-transferable right, licenses,
and sublicenses, as the case may be, to use the Trademarks in the United
States of America, Canada, the Caribbean (except Cuba) and Bermuda (the
"Territory") solely on or in connection with the manufacture, sale and
distribution of the Products during the Term (as defined below) of this
Agreement. The license granted hereunder shall be exclusive except for: (i)
LICENSOR'S right to distribute the Products and (ii) the license previously
granted to Precise Imports Corporation ("Precise") to utilize the trademark
"Swiss Army" on various items, which would include Products. LICENSOR shall
not assign, grant any licenses or sublicenses, nor renew any licenses or
existing licenses, to use the Trademarks in connection with the
manufacture, sale and distribution of the Products in the Territory during
the Term of this Agreement without LICENSEE'S prior written approval.
<PAGE>
(b) LICENSEE shall use the Trademarks only for the purposes set forth
herein, and strictly in accordance with any guidelines to which the parties
may agree in writing from time to time, including, without limitation, the
specifications and requirements further described in Section 5 hereunder
and listed in Exhibit C attached hereto.
2. Term and Termination
-----------------------
(a) Subject to earlier termination as provided by this Agreement, the term
of the license granted hereunder shall commence on the Effective Date and
shall remain in effect until December 31, 2004 (the "Initial Term"). The
license shall thereafter automatically renew for additional terms of two
(2) years (each, a "Renewal Term"), provided the LICENSEE makes timely
license payments as required by Section 3 below, and is not otherwise in
default of any of the terms of this Agreement at the commencement of each
Renewal Term. The Initial Term and any Renewal Term(s) shall collectively
be referred to herein as the Term.
(b) Either party may terminate this Agreement in the event of a material
breach by the other party, where such material breach remains uncured for
thirty (30) days following the breaching party's receipt of written notice
of such breach from the non-breaching party, provided that such cure period
shall not apply to repetitions of the same general type of violation for
which a previous notice was sent.
(c) Either party may terminate this Agreement in the event that the other
party hereto shall cease conducting business in the normal course, become
insolvent, is adjudicated bankrupt (voluntary or involuntary), or make an
assignment for the benefit of creditors.
(d) Either party may terminate this Agreement after the expiration of the
Initial Term without cause upon one hundred and twenty (120) days prior
written notice to the other party.
(e) In the event that LICENSOR'S rights to use one or more of the
Trademarks is "Reduced in a Project Material Manner" (as defined below)
either (i) as a direct result of a third-party action or claim resulting in
a determination by a court of last resort that such Trademark or Trademarks
infringe the intellectual property rights of such third party, or as a
result of government action, or (ii) if, following any claim by a third
party or such governmental action, LICENSOR notifies LICENSEE that such use
shall be Reduced in a Project Material Manner (which notice LICENSEE hereby
agrees to comply with), LICENSEE may, at its sole discretion, notify
LICENSOR in writing no later than the last business day of the Annual
Period during which LICENSOR'S rights to use one or more of the Trademarks
is first Reduced in a Project Material Manner (such Annual Period
hereinafter referred to as the "Affected Annual Period") that (x) LICENSEE
desires to terminate this Agreement, in which event the minimum annual
license fee for the Affected Annual Period shall be reduced by a fraction
equal to the number of days commencing on the day that LICENSOR'S rights to
use one or more of the Trademarks is first Reduced in a Project Material
Manner and ending on the last day of such Affected Annual Period, divided
by the total number of days in such Affected Annual Period (such reduced
amount hereinafter referred to as the "Reduced License Fee"), or (y) there
shall be a reduction in the minimum annual license fee for the Affected
Annual Period such that LICENSOR shall only be obligated to pay the Reduced
License Fee for the Affected Annual Period, in which event this Agreement
shall not terminate, and LICENSEE's obligations to pay the full minimum
annual license fee for all Annual Periods subsequent to the Affected Annual
Period shall continue in full force and effect.
<PAGE>
For purposes hereof, "Reduced in a Project Material Manner" shall mean
either (i) the prohibition of the use of such Trademark on all luggage or
on all small leather goods, or (ii) a prohibition which, on the basis of
projections submitted by LICENSEE to LICENSOR prior to the threat of any
such claim or action, may be reasonably expected to result in a reduction
in revenue of ten percent (10%) or greater of LICENSEE's sales of Products
hereunder for the ensuing twelve (12) month period. The term "Annual
Period" shall mean the period from the Effective Date through the close of
business on December 31, 2000 and each calendar year thereafter during the
Term.
(f) Any termination of this Agreement shall not serve to eliminate any
liability arising out of conduct prior to the actual date of termination,
and either party may, following such termination, pursue such remedies as
may be available with respect to such liabilities.
3. Licensee Fees and Other Payments
-----------------------------------
(a) LICENSEE shall pay LICENSOR a license fee equal to *1* of the net
wholesale cost of all the Products manufactured or sold hereunder, whether
sold directly by LICENSEE, by members of LICENSOR'S sales/distribution
force or otherwise.
(b) LICENSEE shall pay LICENSOR an additional administrative fee equal to
*2* of the wholesale cost of the Products, the sale of which occurred as a
result of the sales assistance or through the use of sales resources
("Integral Sales") of sales representatives or members of LICENSOR'S sales
force or by distributors or sales persons which have been mutually
designated in writing by LICENSOR and LICENSEE (each a "Designated
Representative"). LICENSEE may discharge any Designated Representative for
failure to meet sales quotas set by any agreement between LICENSEE and such
Designated Representative, provided that, before effectuating any such
discharge, LICENSEE shall give LICENSOR at least ten (10) business days'
written notice of its intent to do so and shall afford LICENSOR a
reasonable opportunity to discuss such proposed discharge with LICENSEE if
permitted by law without liability.
<PAGE>
(c) LICENSEE shall pay directly to the Designated Representatives an
additional commission reasonable and customary in the trade.
(d) All amounts payable hereunder by LICENSEE, other than payments to
Designated Representatives pursuant to Section 3(c), shall be payable on a
quarterly basis commencing from the quarter ended September 30, 1999 and
shall be paid to LICENSOR within forty-five (45) days of the end of each
quarter. All amounts payable to payable to Designated Representatives
pursuant to Section 3(c) shall be paid to the appropriate Designated
Representative on a monthly basis, with payment due within fifteen (15)
days of the close of every month.
(e) LICENSEE hereby agrees (i) to pay a minimum annual licensee fee of *3*
for each Annual Period or part thereof. Any amount by which such minimum
exceeds the license fees payable in accordance with Section 3(a) shall be
paid to LICENSOR within forty-five (45) days from the sooner to occur of
the end of each Annual Period or the termination of this Agreement.
(f) LICENSOR hereby agrees to expend at least *4* in marketing expenses per
Annual Period in connection with the Products.
(g) LICENSEE shall at all times during the Term of this Agreement keep full
and complete books and records of the manufacture, sale and distribution of
the Products in the Territory. LICENSOR or its authorized representative
shall have the right, at LICENSOR'S expense, to audit and inspect such
books and records of LICENSEE to ascertain LICENSEE'S compliance or
non-compliance with its obligations under this Agreement, provided,
however, that if any inspection reveals any underpayment in excess of five
percent (5%) of the amount paid to LICENSOR, LICENSEE shall promptly pay
such deficiency and reimburse LICENSOR for the costs of such inspection.
Conversely, LICENSOR shall reimburse LICENSEE for any overpayments made by
LICENSEE to LICENSOR, discovered pursuant to such inspection, less the cost
of such inspection. LICENSOR agrees to sign a confidentiality and
non-disclosure agreement with respect to any confidential information of
LICENSEE that may be revealed in the course of such inspection.
4. LICENSOR'S Title; Protection of LICENSOR'S Rights
----------------------------------------------------
(a) LICENSEE recognizes and acknowledges LICENSOR'S ownership, title and
exclusive rights or LICENSOR'S rights to sublicense the Trademarks.
LICENSEE agrees that it will not during the Term of this Agreement or
thereafter make any claim or take any action adverse to such title to and
rights in the Trademarks and will not attack the validity of the license
granted hereunder anywhere in the world. LICENSEE further agrees that its
every use of the Trademarks, and any goodwill relating thereto, shall inure
solely to the benefit of LICENSOR.
<PAGE>
(b) LICENSOR warrants that it believes that it has the right, as owner or
licensee of the Trademarks, to grant and, by this Agreement, has granted,
to LICENSEE the rights recited in Section 1 hereof and that except for
matters relating to K-Swiss, S.A.W., Precise and Arrow Trading Company and
its affiliates, previously disclosed to LICENSEE, the Trademarks, as used
or usable on the Products in the Territory, are not the subject of any suit
or claim, including, without limitation, a cancellation or invalidation
action or opposition proceeding.
(c) LICENSEE agrees both during and after the Term of this Agreement (i) to
cooperate fully and in good faith with LICENSOR and to execute such
documents as LICENSOR may request, relating to the Trademarks and any marks
or trade names containing similar words or which LICENSOR believes may be
confusingly similar thereto, or "Derivative Marks" thereof, including,
without limitation, the registration of the Trademarks and any "Derivative
Marks" thereof in additional categories, and (ii) not to oppose any
application by LICENSOR for registration of the Trademarks and any
"Derivative Marks" thereof in additional categories.
(d) LICENSEE shall promptly notify LICENSOR, in writing, of any
infringement or potential infringement of any Trademarks of which it
becomes aware. Without the express written permission of LICENSOR, LICENSEE
shall have no right to bring any action or proceeding relating to such
infringement or potential infringement or which involves, directly or
indirectly, any issue the litigation of which may affect the interest of
LICENSOR. Nothing in this Agreement shall obligate LICENSOR to take any
action relating to an infringement or potential infringement of any
Trademarks.
5. LICENSEE Obligations
-----------------------
(a) LICENSEE shall manufacture the Products in accordance with the
specifications and requirements set forth herein and in Exhibit C attached
hereto, and any other guidelines as may be implemented or amended from time
to time by mutual consent of the parties. Without prejudice to the
generality of the foregoing, LICENSEE shall ensure that the Products (i)
comply with all requirements under applicable law, and that the Products
labeled or otherwise attributed to the words "Swiss Army" be "Swiss Made,"
as further described in Exhibit C attached hereto. The wages and working
conditions under which all Products and components thereof are produced
shall conform in all respects to (i) the human rights laws and (ii) the
generally accepted human rights rules or guidelines specified by national
or generally recognized international groups or other non-governmental
entities of (x) the country in which such Products are manufactured, (y)
the country in which such Products are sold, to the extent such laws or
rules apply to goods manufactured in other countries, and (z) the United
States of America, to the extent such laws or rules apply to goods
manufactured in other countries. LICENSEE shall provide LICENSOR with proof
of such compliance on an ongoing basis.
<PAGE>
(b) LICENSEE agrees that it will cause to appear on any label, container,
packaging, product tags, or wrapping material or other materials used in
connection with the Products (the "Disclosure Materials"), and on all
packaging, advertising, promotional and display material bearing the
Trademarks, any trademark notice or indication of trademark status
specified by LICENSOR, as more fully described in Exhibit C attached
hereto. LICENSEE further agrees that all Disclosure Materials used in
connection with the Products shall be in compliance with applicable laws
and regulations.
(c) (i) LICENSEE agrees to submit in writing to LICENSOR for written
approval, any designs and specifications for the Products, which written
approval or rejection shall be provided by LICENSOR within fifteen (15)
business days (the "Approval Period") of LICENSOR'S receipt of such designs
or specifications, failure to respond within the Approval Period
constituting approval by LICENSOR. During any Approval Period, LICENSOR may
reasonably request additional information from LICENSEE regarding certain
designs or specifications, which request shall suspend the Approval Period
and LICENSOR'S obligations thereunder. The receipt by LICENSOR of such
additional information shall mark the start of a new Approval Period. (ii)
LICENSEE agrees to seriously and in good faith consider any designs or
specifications for the Products submitted by LICENSOR, and to promptly
respond to LICENSOR regarding LICENSEE'S approval or rejection of
LICENSOR'S suggested designs or specifications.
(d) LICENSEE acknowledges that the Trademarks are known to represent and
are associated with high quality products. LICENSEE shall manufacture and
market the Products only in such manner as to maintain and promote the high
quality image associated with the Trademarks.
(e) LICENSEE agrees that it shall not, during the Term of this Agreement,
except in accordance with the terms hereof, nor at any time thereafter, (i)
market, sell or distribute any products confusingly similar to the Products
in appearance and design; (ii) manufacture any other products with
substantially the same design or combination of features as the Products;
(iii) use the Trademarks or the word "Swiss" accompanied by a word or words
with a military or outdoor connotation in connection with the advertising,
sale or distribution of any items, nor utilize, in connection with the sale
or offering for sale of any item a logo or device resembling the Logo or
consisting of a cross or other devise in a red field. This paragraph shall
not prevent LICENSEE from distributing or marketing products that possess
similarities to the Products with respect to certain generic functional
properties, but that are otherwise not confusingly similar to the Products
in appearance and design and do not otherwise violate the terms hereof
relating to the use of the Trademarks and to compliance with human rights
laws, rules and guidelines.
<PAGE>
(f) Prior to any first sale or shipment of any new category, type or style
of Product or any item of packaging, labeling or advertising to be used in
connection with the sale or offering for sale of Products, LICENSEE shall
furnish to LICENSOR, for its inspection and approval, representative
samples of each such Product or item of packaging, labeling or advertising.
LICENSOR shall indicate in writing to LICENSEE its approval or rejection of
such samples within the Approval Period. In the event of a rejection,
LICENSOR shall indicate to LICENSEE in reasonable detail the basis of such
rejection and any changes required by LICENSOR to make the samples
acceptable, whereupon LICENSEE shall be required to re-submit the samples
in question for review and approval by LICENSOR as provided in this
paragraph 5(f). LICENSOR'S failure to respond within the Approval Period
shall constitute approval. LICENSOR'S approval of a sample of a Product
shall be deemed approval for all Products of the same type or category
which are subsequently manufactured and sold, provided that these are
consistent in every material respect with the approved sample. Products or
other items which vary in any material respect from an approved sample of
such Products shall not be deemed approved by LICENSOR hereunder. LICENSEE
further agrees that, upon reasonable notice, LICENSOR or its authorized
representative shall have the right to access LICENSEE'S manufacturing and
other facilities used in the manufacture, sale or distribution of the
Products for the purpose of assuring the quality of the Products and
LICENSEE'S compliance with its obligations set forth herein.
(g) LICENSEE acknowledges that the Trademarks and the goodwill attaching
thereto are associated with both the highest quality Products and retail
sales operations and channels of trade. LICENSEE accordingly agrees that
LICENSEE will sell Products only to those channels of trade and retail
outlets approved by LICENSOR and set forth on Exhibit D attached hereto, as
amended from time to time by mutual consent of the parties ("Approved
Customers"). LICENSEE acknowledges that violation of this Section 5(g)
shall constitute a material breach hereunder.
6. Effect of Termination
------------------------
(a) Thirty days after the termination or expiration of this Agreement, a
statement showing the number and description of Products on hand or in
process shall be furnished by LICENSEE to LICENSOR.
(b) All Products and components thereof in existence which have not been
sold or placed in distribution at the time of any termination of this
Agreement (the "Unsold Products") may be purchased by LICENSOR at
LICENSEE'S cost. Notwithstanding the foregoing, and subject to LICENSOR'S
discretion, after termination or expiration of the license granted
hereunder, LICENSEE, except as otherwise provided in this Agreement, may,
within the Territory, dispose of the Products which are on hand or in
process to Approved Customers for a period of 180 days after the effective
date of termination or expiration, provided that such Unsold Products must
meet the other requirements of this Agreement and LICENSEE shall continue
to comply with all of its obligations under this Agreement.
<PAGE>
(c) In the event of termination (i) by LICENSOR through no fault of
LICENSEE or (ii) by LICENSEE pursuant to Section 2(e) herein, LICENSOR
shall purchase such of the Unsold Products as are of first quality at
LICENSEE'S cost, provided that LICENSEE shall have made a good faith effort
to dispose of such Unsold Products for a period of 365 days after the date
of termination, provided, further, however, that LICENSOR'S obligations to
repurchase Unsold Products shall not exceed one hundred thousand dollars
($100,000).
(d) Upon termination or expiration of this Agreement, LICENSEE will
immediately refrain from further use of the Trademarks in any respect
whatsoever, except as expressly provided in this Section 6. LICENSEE
acknowledges that the failure of LICENSEE (except as otherwise provided
herein) to cease the manufacture, sale or distribution of the Products or
the use of the Trademarks at the termination or expiration of this
Agreement will result in immediate and irremediable damage to LICENSOR and
to the rights of any subsequent licensee. LICENSEE acknowledges and admits
that there is no adequate remedy at law for such failure and agrees that in
the event of such failure LICENSOR shall be entitled to equitable relief by
way of temporary and permanent injunctions and such other further relief as
any court with jurisdiction may deem just and proper.
(e) In the event of any termination of this Agreement, the parties shall
continue to be bound after such termination by Sections 6, 8, 9, 10, 11 and
all other provisions which are intended to survive such termination or
expiration.
7. Assignment
-------------
This Agreement and all rights and duties hereunder are personal to LICENSEE
and shall not, without the written consent of LICENSOR, be assigned,
transferred, mortgaged, sublicensed or otherwise encumbered by LICENSEE or
by operation of law (including, without limitation, any assignment or
transfer as a result of a merger, consolidation, change of voting control
or ownership, or sale of all or substantially all of LICENSEE'S assets).
Notwithstanding the foregoing, in the event that LICENSEE restructures its
corporate form pursuant to (a) private equity financings, or (b) a
contemplated initial public offering, LICENSEE may assign its rights and
obligations hereunder to a successor or affiliated entity, provided that
such successor or affiliated entity is under the same control and
majority-ownership as is in effect for LICENSEE as of the Effective Date
hereof (and further provided that such assignment is conditional and
revocable and shall be valid only for so long as this same control and
majority-ownership of LICENSEE, and of any permitted successor or affiliate
hereunder, continues to be in effect). Any purported assignment or other
transfer in violation of this paragraph shall be null and void.
<PAGE>
8. Indemnification
------------------
(a) Each party agrees to defend, indemnify and hold harmless the other from
and against any cost and expenses, losses, or liabilities (including court
costs and attorney fees), arising out of any material breach of its
obligations, warranties or representations hereunder.
(b) LICENSEE further agrees to defend, indemnify and hold harmless LICENSOR
from and against any cost and expenses, losses, or liabilities (including,
without limitation, court costs and attorney fees) arising out of any
product liability and other claims or suits asserted or brought against
LICENSOR based (other than matters for which LICENSOR is obligated to
indemnify LICENSEE pursuant to Section 8(c)) upon the manufacture,
advertising, promotion, sale or distribution by LICENSEE of the Products
including, without limitation, any alleged defect in the Products sold or
distributed in connection with the Trademarks. LICENSEE shall defend or
settle any such claim at no expense to LICENSOR by counsel selected by
LICENSEE and reasonably acceptable to LICENSOR, provided, however, LICENSOR
may appoint additional counsel at its sole discretion and at its own
expense to assist with such defense. LICENSOR agrees to assist LICENSEE to
the extent reasonably necessary in the defense of any such suit.
(c) LICENSOR further agrees to defend, indemnify and hold harmless LICENSEE
from and against any cost and expenses, losses or liabilities (including,
without limitation, court costs and attorneys' fees) arising out of any
suit or claim for infringement or other violation of intellectual property
rights arising out of LICENSEE's use of the Trademarks as authorized by
this Agreement, provided, however, that in the event of any such suit,
claim or proceeding, LICENSOR shall notify LICENSEE pursuant to Section
2(e) that its use of the Trademarks shall be modified or terminated, such
indemnification not to apply to damage accruing from sales or other actions
taken in violation of such notification. Such defense shall be undertaken
by counsel selected by LICENSOR and reasonably acceptable to LICENSEE. At
LICENSOR's expense, LICENSEE agrees to assist LICENSOR to the extent
reasonably necessary in the defense of any such suit. Each party agrees to
notify the other within 30 days of receiving a written notification or
claim from a third party challenging LICENSEE's right to use the Trademarks
on the Products.
(d) The foregoing indemnities are in addition to any other rights under
this Agreement, but shall be expressly contingent on the party seeking
indemnity (1) promptly notifying the indemnifying party in writing of any
such claim, demand, action or liability, to the extent that the
indemnifying party is prejudiced by any delay, (2) cooperating with the
indemnifying party in the defense or settlement thereof, and (3) allowing
the indemnifying party to control the defense of settlement of the case.
<PAGE>
9. Warranties and Compliance with Laws
--------------------------------------
(a) Subject to Section 9(c), each party represents and warrants that (i) it
has the right and authority to enter into this Agreement; (ii) its
performance of its obligations under this Agreement will not breach the
terms of any agreement with any third party; (iii) its performance of its
obligations under this Agreement will at all times be in accordance with
applicable laws and regulations of government bodies or agencies, and (iv)
such performance will be professional and diligent.
(b) Except as set forth herein, the parties hereby disclaim all other
warranties, whether express or implied, including, without limitation, any
warranties with respect to merchantability, fitness for a particular
purpose, or non-infringement of third party rights.
10. Limitation of Liability
---------------------------
Neither party shall be liable to the other party for loss of profits or for
incidental, special, exemplary or consequential damages of any kind, or for
any claims or demands brought against a party to this Agreement by any
other party, whether or not a party to this Agreement has been previously
advised of the possibility of such claims or demands, provided, however,
that nothing shall preclude licensor's recovery from licensee of enhanced
damages based on federal trademark laws. In no event shall LICENSOR'S
liability to LICENSEE under this Agreement exceed the total amount of
license fees paid to date by LICENSEE.
11. Confidentiality/Proprietary Information
-------------------------------------------
(a) All patents, technology, ideas, designs, processes, inventions,
improvements, know-how and other information, including, but not limited
to, the specifications and requirements for the Products (hereinafter
referred to as "Proprietary Information") disclosed or made available to
LICENSEE by LICENSOR shall remain the exclusive property of LICENSOR.
LICENSEE shall not use any such Proprietary Information in any manner not
directly related to its performance hereunder and shall use its best
efforts to prevent the unauthorized disclosure of Proprietary Information
by any of its directors, officers, shareholders, employees or agents.
LICENSEE hereby acknowledges that such Proprietary Information constitutes
LICENSOR'S trade secrets and patents, and is of great value to LICENSOR.
LICENSEE shall at all times hold such Proprietary Information in strict
confidence, and shall not disclose or otherwise make available to any
person other than to the directors, officers, agents or employees of
LICENSEE who need access thereto in order to enable LICENSEE to fulfill its
obligations hereunder. Distinctive features, including manners of
appearance, utility and manufacture ("Designs") incorporated in any of the
Products, whether developed by LICENSOR, LICENSEE or otherwise, shall be
and remain the exclusive property of LICENSOR and shall not be utilized by
LICENSEE, whether during the Term hereof or thereafter (except for
"Patented Designs," as defined below, which are not subject to a "Patent
License" as defined below) for any purpose other than to manufacture the
Products hereunder.
<PAGE>
(b) Prior to, or within fifteen (15) business days after the end of the
Term, LICENSEE shall deliver to LICENSOR a list and description, including
the claims, of all utility patent applications and utility patents filed on
behalf of, invented on behalf of, or assigned to LICENSEE, and used on
Products sold hereunder (collectively the "Patented Designs") together with
related information that LICENSOR may reasonably request. Such related
information shall include, without limitation, the types of Products, e.g.
backpacks, briefcases, etc. on which each such Patented Design is used (the
"Designated Products"). All Patented Designs shall be the exclusive
property of LICENSEE, subject to the limitation that, if within fifteen
(15) days of receipt of such information, LICENSOR so requests, in a
written notice to LICENSEE, LICENSOR shall receive from LICENSEE, with no
further documentation, an exclusive patent license (a "Patent License") for
all Patented Designs used on each Designated Product that LICENSOR shall
enumerate (the "Selected Product(s)") under the following terms and
conditions:
* Term: For each Selected Product, the life of the last to expire,
applicable, Patented Design.
* Single royalty rate for each Selected Product, irrespective of the
number of Patented Designs applicable to the Selected Product.
* Royalty on LICENSOR'S Net Sales of Selected Products:
Year 1: *5*
Year 2: *6*
* Exclusivity: LICENSEE shall grant LICENSOR an exclusive,
irrevocable, worldwide license under the Patented Designs to make,
have made, use, sell, offer for sale and import into the United
States, Selected Products, except that where a Patented Design has,
during the Term hereof, been used by LICENSEE on products sold
hereunder and also in commercial quantities on other products and the
non-exclusive nature of such use has been specified in the list
referred to above, such license shall be non-exclusive. LICENSEE shall
maintain and enforce the Patented Designs so as to assure such
exclusivity and if it does not do so, LICENSOR'S obligation to pay
royalties with respect to all Selected Product(s) covered by any
expired or unenforced Patented Design(s) shall terminate.
(c) ) Neither party hereto shall make, and the parties shall cause their
respective representatives, officers, directors, employees and affiliates
(collectively, "Representatives") not to make, any disclosure regarding
this Agreement, and neither party will relate any information concerning
the other party, to any individual or organization, unless required to do
so by applicable laws (in which event the disclosing party shall provide
the other party with reasonable prior notice of the contents of the
disclosure).
<PAGE>
12. Notices
-----------
All notices, approvals and communications to be given hereunder shall be
given or made by registered or certified first class air mail, by telex or
by hand delivery at the respective addresses of the parties as set forth
below, unless notification of a change is given in writing, and the date
that such notice, approval or statement is given shall be deemed to be the
date upon which the receipt was signed with respect to registered or
certified mail and twenty-four (24) hours after transmission with respect
to a telex or telecopier and at the time of delivery with respect to hand
delivery. The addresses of the parties are as follows:
LICENSOR:
Swiss Army Brands, Inc.
One Research Drive
PO Box 874
Shelton CT 06484
Fax: (203) 925-1092
ATTENTION: President
LICENSEE:
TRG Accessories LLC
1328 Ashby Road
St Louis, MO 63146
Fax: (314) 692-2133
ATTENTION: President
13. Governing Law; Arbitration
------------------------------
This Agreement and performance hereunder shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
choice of law provisions thereof. Exclusive jurisdiction of all disputes
arising out of or in connection with this Agreement shall reside in the
federal or state courts located in the State of New York. With respect to
any and all disputes arising under or relating to this Agreement, the
parties agree to meet in a good faith effort to resolve such dispute. In
the event that such a meeting fails to resolve the dispute, the dispute
shall be submitted to a single arbitrator under the rules of the American
Arbitration Association's Commercial Arbitration Rules and Procedures, as
amended by the terms of this Agreement. The arbitration shall take place in
New York, New York, and shall be conducted in strictest confidence. The
arbitrator's decision shall be based on the substantive law of New York
(exclusive of its choice of law principles) or applicable federal law. The
arbitrator's decision shall follow the plain meaning of the relevant
documents and shall be final and binding. The arbitrator's power to award
damages shall be limited by the terms of this Agreement. Notwithstanding
anything to the contrary herein, LICENSOR shall have the right to apply for
equitable relief in any court of proper jurisdiction with regard to any
actual or threatened infringement, dilution, or other violation of the
Trademarks and the good will associated therewith.
<PAGE>
14. Independent Contractor
--------------------------
LICENSEE is an independent contractor under this Agreement, and nothing
herein shall be construed to create an agency relationship between the
parties hereto. LICENSEE agrees that it shall not act in any manner in
connection with its duties hereunder that would represent an agency
relationship with LICENSOR.
15. Headings
------------
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. Invalidity
--------------
If any provision of this Agreement shall be invalid and legally
unenforceable, the same shall not affect in any respect whatsoever the
validity and enforceability of the remainder of this Agreement.
17. Waiver
----------
The failure of either party to enforce, at any time or for any period of
time, any provision of this Agreement shall not be construed to be a waiver
of such provision or of the right of such party thereafter to enforce such
provision.
18. Amendment; Entire Agreement; No Third Party Beneficiaries
-------------------------------------------------------------
This Agreement may not be amended, modified or supplemented in any respect
except in writing, which must be signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.
This Agreement, including all Exhibits, constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof,
replaces and supersedes all prior agreements and understandings between the
parties hereto, and both parties acknowledge that no other representations
or inducements have been relied upon.
19. No Third-Party Beneficiaries
--------------------------------
This Agreement shall be for the sole and exclusive benefit of LICENSOR and
LICENSEE and nothing in this Agreement shall be construed to give to any
person other than LICENSOR and LICENSEE any legal or equitable right,
remedy or claim under this Agreement.
<PAGE>
20. Force Majeure
-----------------
Neither party shall be responsible for any failure to perform its
obligations hereunder due to unforeseen circumstances or to causes beyond
its control, including, but not limited to, Acts of God, war, riot,
embargoes, acts of civil or military authorities, fires, floods, accidents,
earthquakes, strikes or shortages of components and supplies,
transportation, fuel, energy, labor or materials.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed as of the day and year first above written.
SWISS ARMY BRANDS, INC. TRG ACCESSORIES, LLC
By:/s/ J. Merrick Taggart By:/s/ Todd Siwak
---------------------- --------------
Title:President and Chief Executive Officer Title:President
<PAGE>
EXHIBIT A
TRADEMARKS
1. Cross and Shield Logo in the form currently appearing on "Swiss Army
Watches" sold by Licensor
2. Victorinox
<PAGE>
EXHIBIT B
PRODUCTS
Category Classification
Luggage Products (All Fabrications) Including hard and soft goods
"Business," "Adventure," and "Leisure" (including uprights); standard and
Travel Gear expandable cases (any framed case
with a handle and wheels); garment
bags; soft/unstructured bags(totes
and shoulder bags, duffels and
expedition bags, backpacks,
daypacks, rucksacks, bookbags,
lumbar/waist/convertible/hydration
packs, and any other casual
silhouettes);business and computer
cases (both structured and soft
briefs, saddle and courier bags,
backpacks, computer and accessory
inserts/ sleeves).
Personal Leather and Fabric Accessory Wallets: (including bifold,
Items trifold, hipster, checkbook cover,
card case, money clip, key fob,
travel organizer, passport cover/
case/wallet, jotter, pen case,
breast secretary, pocket agenda,
coin wallet, international/euro-
size wallet, security wallet/pouch
/belt).
Business Accessories: (including
ring, spiral-bound and zip-around
agenda/planner/binder, letterpad/
portfolio, travel journal/
organizer).
Other Accessories: (including
toiletry/cosmetic kit, wetpack,
laundry/shoe tote, packing cube/
"stuff" sack, shirt folder, tie
case, proprietary shoulder strap,
locks, hydration bladder).
Handbags and Women's Personal
Accessory Items:(including wallets
and make-up bags).
Specialty Markets (all fabrications) Outdoor Gear (including luggage,
backpacks, gear bags for hunting,
fishing, skiing, snowboarding,
biking, mountain climbing, hiking,
canoeing, boating, camping,
motorcycle industries).
Camera and video bags, team and
individual sport bags.
<PAGE>
EXHIBIT C
Trademark Labeling
------------------
TRAVEL GEAR AND ACCESSORIES
Victorinox(r) Travel Gear and Accessories with cross & shield and
Makers of the Original Swiss Army Knife
Victorinox(r) Makers of the Original Swiss Army Knife with cross & shield
Note that Victorinox is registered.
Note that the cross and shield can be used on the entire product line.
The cross and shield logo can be used alone with the support of any text.
Never say or imply that the travel gear and accessory line is Swiss Army(r)
product.
LOGO
<PAGE>
EXHIBIT D
Approved Channels of Trade and Retail Outlets
---------------------------------------------
Department Stores
Luggage Specialty Stores
Luggage Chain Store
Sporting Goods Chains and Specialty Stores
Men's and Women's Clothiers
Jewelry Stores and Chains
Photography Stores and Chains
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<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
