<PAGE>
As filed with the Securities and Exchange Commission on October 16, 1995
Registration No. 33-98194
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
INTEGRATED BRANDS INC. (formerly STEVE'S HOMEMADE ICE CREAM, INC.)
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
11-2778439
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(I.R.S. employer identification number)
4175 Veterans Highway, Ronkonkoma, New York 11779
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Gary P. Stevens, President
INTEGRATED BRANDS INC.
4175 Veterans Highway
Ronkonkoma, New York 11779
(516) 737-9700
--------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
BENJAMIN RAPHAN, ESQ.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 573-4300
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount to Offering Aggregate Amount of
to be Regis- be Regis- Price Per Offering Registration
tered tered Share (1) Price (1) Fee
- -------------------------------------------------------------------------------
Common 2,226,363 $1.375 $3,061,249 $1,055.60
Stock
$.01 par
value per
share
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The proposed
maximum offering price is based on the average of the bid and asked prices
of the Company's Common Stock as reported by the National Quotation Bureau,
Incorporated.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Heading in
Item Caption in Form S-3 Prospectus
- ---- ------------------- -----------
<S> <C> <C>
1 Forepart of the Registration Outside Front
Statement and Outside Front Cover Cover Page of
Page of Prospectus Prospectus
2 Inside Front and Outside Back Inside Front Cover
Cover Pages of Prospectus of Prospectus
3 Summary Information, Risk The Company, Recent
Factors and Ratio of Earnings Developments and
to Fixed Charges Special Considera-
tions
4 Use of Proceeds Use of Proceeds
5 Determination of Offering Price Plan of Distribution
6 Dilution Not Applicable
7 Selling Security Holders Selling Shareholders
8 Plan of Distribution Plan of Distribution
9 Description of Securities Not Applicable
to be Registered
10 Interests of Named Experts Experts; Legal
and Counsel Opinions
11 Material Changes The Company, Recent
Developments and Special
Considerations
12 Incorporation of Certain Incorporation of
Information by Reference Certain Documents by
Reference
13 Disclosure of Commission Indemnification
Position on Indemnification
for Securities Act Liabilities
</TABLE>
<PAGE>
PROSPECTUS
INTEGRATED BRANDS INC.
2,226,363 Shares
Class A Common Stock (Par Value $.01 Per Share)
The Class A Common Stock, par value $.01 per share (the "Common Stock"), of
INTEGRATED BRANDS INC., a New Jersey corporation (the "Company"), offered hereby
is being sold by the persons named under the caption "Selling Shareholders." The
Common Stock is quoted on the Nasdaq Small Cap Market "Nasdaq"). The average of
the closing bid and asked prices of the Common Stock on Nasdaq on October 11,
1995 was $1.375 per share.
The shares offered hereby may be sold by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest from time to time.
The sales may be made in the over-the-counter market, or otherwise at prices and
at terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. Sales may also be effected by selling the shares
by various methods to or through brokers or dealers or in face-to-face
transactions without a broker-dealer. Any brokers or dealers used by the Selling
Shareholders may receive commissions or discounts in amounts to be negotiated by
the Selling Shareholders prior to the sale. See "Plan of Distribution."
SEE "SPECIAL CONSIDERATIONS" FOR CERTAIN RISKS RELATING TO THE COMPANY AND AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 26, 1995
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained in this Prospectus, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholders. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, New York, New York 10048. Copies can be obtained from the
Public Reference Section of the Commission at prescribed rates by writing to the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(a) Annual Report on Form 10-K for the year fiscal ended December 31, 1994.
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 1995
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 1995.
(d) Proxy Statement, dated June 13, 1995.
(e) The description of the Company's Common Stock contained in the Company's
registration statement filed under Section 12 of the Exchange Act
including any amendments or reports filed for the purpose of updating
such description.
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<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering to be made hereunder shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of all documents incorporated
herein by reference (not including the exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents). Requests
for such copies should be directed to: Mr. Gerard M. Tucci, Secretary,
INTEGRATED BRANDS INC., 4175 Veterans Highway, Ronkonkoma, New York 11779 or at
(516) 737-9700.
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<PAGE>
TABLE OF CONTENTS
PAGE
Available Information..................................... 2
Incorporation of Certain Documents by Reference........... 2
The Company............................................... 5
Recent Developments....................................... 6
Special Considerations.................................... 6
Selling Shareholders...................................... 11
Plan of Distribution...................................... 14
Use of Proceeds........................................... 14
Experts................................................... 15
Legal Opinions............................................ 15
Indemnification........................................... 15
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<PAGE>
THE COMPANY
INTEGRATED BRANDS INC. (formerly known as Steve's Homemade Ice Cream, Inc.)
together with its subsidiaries (collectively, "INTEGRATED" or the "Company")
markets, sells and distributes a variety of branded frozen dessert products to
supermarkets, grocery stores, gourmet shops, delicatessens and convenience
stores. The Company's products include prepackaged Steve's(R) super premium ice
cream and novelties, Swensen's(R) premium ice cream, American Glace(R) frozen
desserts, "Chilly Things"(R) frozen novelties and additional frozen novelties.
The Company, pursuant to long term exclusive licenses, markets, sells and
distributes Yoplait(R) ready to eat frozen yogurt products, individual and
multipack Trix(R) frozen novelties, Colombo hard pack frozen dessert products
and Yoo Hoo frozen novelties. The Company, directly and through subsidiaries,
also operates, franchises and licenses Steve's, Swensen's and triple trademark
frozen dessert stores.
The Company was incorporated in New Jersey on September 27, 1985 under the
name Steve's Homemade Ice Cream, Inc. In August 1988, the Company acquired
Swensen's, Inc. ("Swensen's"). In August 1990, the Company acquired a sixty
percent interest in American Glace, Inc. Its principal offices are located at
4175 Veterans Highway, Ronkonkoma, New York 11779 and its telephone number is
(516) 737-9700.
The Company owns, operates, develops and franchises Swensen's restaurants
and ice cream stores in four formats: full food service, limited food service,
ice cream only stores and specialty stores. Steve's franchises are operated
primarily as dessert only stores. Steve's and Swensen's stores are also offered
as "triple trademark" franchises featuring independent sections of Steve's or
Swensen's ice cream, David's cookies and Heidi's frozen yogurt.
At December 31, 1994, there were 20 franchised Steve's stores, 238
franchised Swensen's stores and six Company-owned Swensen's stores.
In February 1989, the Company, through a wholly-owned subsidiary, acquired
approximately 85% of the outstanding stock of Heidi's Frogen Yozurt Shoppes,
Inc. ("Heidi's") from the two major stockholders of Heidi's. At December 31,
1994, Heidi's operated and franchised 28 frozen yogurt stores predominately in
California with stores also in Nevada, Arizona, Texas, Florida, and New York. On
April 9, 1993, Heidi's and its subsidiary filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code to reorganize. The Company has
entered into agreements with Heidi's pursuant to which the Company has received
a license from Heidi's to (i) use the Heidi's trademark in the manufacture of
frozen dessert products, (ii) offer Heidi's products in its Steve's and
Swensen's stores and (iii) to sell Heidi's franchises.
-5-
<PAGE>
RECENT DEVELOPMENTS
On August 15, 1995 the Company purchased from General Mills, Inc. the
Colombo hard pack prepackaged frozen dessert business. The Yoplait-Colombo
Division of GENERAL MILLS will continue to market and distribute Colombo Shoppe
Style Frozen Yogurt to its food service customers. The Company simultaneously
entered into twenty year exclusive license agreements for the United States and
Canada for the use of the Colombo, Trix, Count Chocula and Lucky Charms
trademarks and fifteen years for the Betty Crocker trademark for frozen products
containing ice cream or frozen yogurt for prepackaged goods of all sizes,
prepackaged novelties such as pops, bars and sandwiches and prepackaged frozen
dessert specialties such as ice cream cakes, pies and brownie sundaes. Each
agreement is renewable for an additional five years. In connection with the
execution of the agreements, the Company paid $4,500,000 in cash to General
Mills, Inc., such amount is subject to increase in the event certain sale
targets are met. The source of funds used to pay the consideration was the
Company's existing credit facility.
SPECIAL CONSIDERATIONS
The following considerations, as well as others described elsewhere in this
Prospectus and the incorporated materials, should be carefully considered in
evaluating the Company and its business prospects before any decision is made to
purchase any of the Common Stock offered hereby.
1. Dependence Upon Principal Stockholder and Affiliates. Calip Dairies,
Inc., ("Calip") owned by Richard E. Smith, Chairman of the Board, Chief
Executive Officer and a Director of the Company, and his wife Susan Smith, has
entered into a management agreement (the "Management Agreement") with the
Company, which terminates on April 15, 1996. Pursuant to the terms of the
Management Agreement, Calip will provide a portion of the management,
administrative and other personnel required for the operation of the Company's
business until April 15, 1996. For the services provided by Calip, Calip will
receive an annual management fee equal to 10% of the gross revenues of the
Company, up to $5,000,000 in gross revenues, and 2% of gross revenues thereafter
-6-
<PAGE>
up to a maximum annual fee of $1,000,000. In addition, Calip is entitled to
receive an additional incentive management fee equal to 5% of the Company's
annual net after tax income in excess of $3,000,000. While the Management
Agreement was not negotiated at arms' length, the Company believes that the
terms of the Management Agreement are fair. The management fee for the year
ended December 31, 1994 was approximately $751,000. After April 15, 1996, Calip
will be under no obligation to continue to provide such services to the Company.
There is no assurance that the Company's business would not be adversely
affected if Calip ceased to provide such services to the Company or that, upon
the expiration of the Management Agreement, the Company will be able to
renegotiate the terms of such Management Agreement on comparable terms, or at
all. In the event of termination, it is unlikely that a suitable replacement
could be found to provide such services.
2. Conflicts of Interest. The Company is dependent upon the active
participation of its officers, who are collectively responsible for the
management of its business. The Company has no employment agreements with any of
its officers and none of its officers are required to devote their full time or
attention to the business of the Company. These officers, in fact, devote
substantial amounts of time to the other ice cream companies affiliated with
Richard E. Smith. While pursuant to the terms of the Management Agreement, such
officers will be required to devote such time as is necessary to the Company's
business, these officers may have conflicts of interest in allocating their
management time among their various business activities.
Mr. Smith is not required to devote any specific amount of time to the
management of the Company and will devote a substantial amount of his time to
the other ice cream and frozen dessert companies with which he is affiliated.
However, Mr. Smith will devote such time as is reasonably necessary to the
business of the Company. To the extent that such other ice cream companies are
competitive with the business of the Company, additional conflicts of interest
may arise.
Certain unaffiliated companies with which the Company does business, such
as certain suppliers and manufacturers, also do business with the other
companies affiliated with Richard E. Smith. Such relationships could result in
the disruption of the Company's business in the event that conflicts arise
between such suppliers and manufacturers and any of the other companies
affiliated with Mr. Smith and could result in conflicts of interest for officers
of the Company who may be employed by the companies affiliated with Mr. Smith.
-7-
<PAGE>
The Company's Board of Directors has determined that it does not presently
intend to pursue any business opportunity that relates primarily to the
warehousing or distribution of ice cream, frozen desserts and similar products,
pursuant to trademarks owned by others or to the licensing or acquisition of a
product primarily for distribution within the areas in which the ice cream
distributors affiliated with Mr. Smith distribute products (regardless of
whether such product is developed by independent third parties alone or in
conjunction with affiliates of the Company). All other business opportunities
which come to the attention of management of the Company will first be presented
to the Board of Directors. If the Board of Directors, in its sole discretion,
determines not to pursue any business opportunity presented to it, Mr. Smith, or
any of the companies affiliated with him, may, thereafter, pursue such
opportunity. To the extent that the Company or any of the companies affiliated
with Mr. Smith expand their operations as a result of any such business
opportunity, substantial additional conflicts may arise. Any conflicts arising
as a result of the affiliation of any of the officers or directors of the
Company with other ice cream companies will be resolved by the disinterested
members of the Board of Directors of the Company.
The Company has entered into an agreement with Calip terminable on 30
days's notice, to sell to Calip at an agreed upon price, the Company's products
for distribution to certain retail outlets in New York, New Jersey, southern
Connecticut and the Philadelphia-Delaware areas. The Company believes that the
prices, at which the Company's products are sold to Calip are competitive with
the prices generally paid by distributors for similar products in the New York
metropolitan area. Sales of ice cream to Calip for the year ended December 31,
1994 were approximately $1,695,000. If Calip terminates the Distribution
Agreement, the Company may be unable to retain other comparable ice cream
distributors in such areas, and the operations of the Company may be adversely
affected. The Distributor also distributes several other brands of frozen desert
products, including Dolly Madison, T&W and Sedutto products in the New York
metropolitan area, which may result in substantial conflicts of interest for Mr.
Smith and other officers of the Company.
3. Governmental Regulations. The Company is subject to regulation by
federal, state and local governmental authorities regarding the distribution and
sale of food products and the operation of retail food establishments. Although
the Company believes that it currently has all material government permits,
licenses, qualifications and approvals required for its operations, there can be
no assurance that the Company will be able to maintain these in effect or obtain
any future government permits, licenses, qualifications or approvals which may
be required for the operation of its business.
-8-
<PAGE>
In addition, the Company's franchise programs are subject to regulation by
the Federal Trade Commission relating to the information required to be
disclosed to investors prior to their investment in a franchise, as well as
similar rules in a number of states in which the Company offers franchises, some
of which require substantive review of franchise disclosure documents. In the
event that the Company is unable to comply with the franchise regulations of a
particular state, the Company will be unable to offer or sell franchises in such
state. There can be no assurance that existing or future franchise regulations
will not have an adverse effect on the Company's ability to expand its
operations through its franchise program.
4. Competition. The ice cream market is highly competitive and the Company
faces substantial competition in connection with the marketing and sales of its
products. Among its competitors are Haagen-Dazs, Inc., owned by The Pillsbury
Company, Breyer's and Sealtest, owned by Unilever Inc., Ben & Jerry's Homemade
Ice Cream, Inc., Dreyer's Grand Ice Cream and other numerous regional ice cream
companies. Many of such competitors are well-established and have substantially
greater financial and other resources than the Company.
While the ice cream manufacturing and distribution business is relatively
easy to enter due to low entry cost, achieving wide distribution may be more
difficult because of the high cost of a national marketing program and
limitations on the space available in retail freezer compartments. The Company's
products may also be considered to be competing with all ice cream and other
desserts for discretionary food dollars.
The Company's franchised and Company-owned stores compete directly with
local, regional and national retail ice cream establishments and restaurants,
including nationwide chains such as Friendly's, and with other businesses
catering to the food and dessert market. Many of these businesses are much
larger, and have substantially greater capital and resources than does the
Company. The ability of the Company and its franchisees to maintain and increase
their share of the market will be dependent upon many factors, among which are
the quality and price of their products, location and attractiveness of
facilities, advertising, quality of service, and availability of capital for
expansion.
5. No Dividends. The Company has not paid any dividends since its inception
and does not anticipate paying any such dividends in the foreseeable future.
-9-
<PAGE>
6. Control of the Company by Management. The present officers and directors
of the Company beneficially own and/or have the right to vote approximately 38%
of the outstanding Common Stock. Accordingly, such officers and directors may be
able to elect the entire Board of Directors, to increase the authorized capital
stock, to dissolve, merge or sell the assets of the Company and, generally, to
direct the affairs of the Company.
7. Franchising. The profitability of the Company is in part dependent on
both their present franchisees and their ability to sell new franchises.
Franchisees are independent businessmen, whose operations purchase ice cream
products, generate royalty revenue and who influence the public perceptions of
the Company's products, but over whom the franchisor has limited control.
8. Contingent Lease Liabilities. The Company holds master leases or has
guaranteed leases, expiring at varying dates to 2002, covering franchised
locations. Where the Company holds the master lease, these premises have been
subleased to franchisees under terms and rentals rates substantially the same as
those in master leases. In a majority of these instances, franchisees make all
lease payments directly to the landlords. The Company provides an estimated
liability for lease terminations in the event of a default by franchisee based
on the expected costs of releasing or settlement with landlord. The liability
was $428,000 and $545,000 at December 31, 1994 and January 1, 1994,
respectively. Aggregate minimum future rental payments under these leases
approximated $2,769,000 at December 31, 1994.
9. Litigation. The Company is from time to time engaged in litigation with
creditors, franchisees and other parties which if adversely determined may have
a material effect on the Company.
SELLING SHAREHOLDERS
The following table sets forth information concerning the beneficial
ownership of the Common Stock by the Selling Shareholders as of the date of this
Prospectus and the number of such shares included for sale in this Prospectus.
Such information was furnished to the Company by the individual Selling
Shareholders. All of the Selling Shareholders, except for Gary Shoffner, Trustee
for Heidi Miller and Brian Pallas, acquired their shares from two former
shareholders in private transactions. The shares issued to Mr. Shoffner as
Trustee were issued in connection with the settlement of litigation with Brian
Pallas and Heidi Miller.
-10-
<PAGE>
<TABLE>
<CAPTION>
===============================================================================================================================
Percentage
of
Shares Shares to Shares to Outstanding
Owned prior be sold be owned Shares
to the in the after the Owned After
Name Offering Offering Offering Offering
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Gary P. Stevens (1) 341,261 80,000 261,261 2.6%
- --------------------------------------------------------------------------------------------------------------------------------
David Smith (2) 537,000 500,000 37,000 *
- --------------------------------------------------------------------------------------------------------------------------------
Gerard M. Tucci (3) 179,568 10,000 169,568 1.7%
- --------------------------------------------------------------------------------------------------------------------------------
John D. Cohen 67,500 50,000 17,500 *
- --------------------------------------------------------------------------------------------------------------------------------
Paul Horowitz 2,500 2,500 -- --
- --------------------------------------------------------------------------------------------------------------------------------
Barry Rutcofsky 7,750 7,000 750 *
- --------------------------------------------------------------------------------------------------------------------------------
James D. Glass, 20,000 20,000 0 --
As Trustee of
Glass & Eckstein
P.C. Pension Plan
- --------------------------------------------------------------------------------------------------------------------------------
Smith Barney Inc. 50,000 50,000 0 --
IRA Rollover Cust.
For Thomas Herskovits
- --------------------------------------------------------------------------------------------------------------------------------
William Brafman 2,000 2,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Stephen & Josephine 100,000 60,000 40,000 *
Capece - Joint
Tenants with Right
of Survivorship
- --------------------------------------------------------------------------------------------------------------------------------
David J. Stein (4) 96,000 35,000 61,000 *
- --------------------------------------------------------------------------------------------------------------------------------
Gary Haber and 19,000 10,000 9,000 *
Barbara
Jaffe Haber, Joint
Tenants with Right of
Survivorship
- --------------------------------------------------------------------------------------------------------------------------------
Robert W. Brazius and 7,300 5,000 2,300 *
Maria Y. Brazius,
Joint Tenants with
Right of Survivorship
- --------------------------------------------------------------------------------------------------------------------------------
Phyllis Kassoff 50,000 50,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
===============================================================================================================================
Percentage
of
Shares Shares to Shares to Outstanding
Owned prior be sold be owned Shares
to the in the after the Owned After
Name Offering Offering Offering Offering
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Michael S. Mullman 5,000 5,000 0 --
and
Ellen B. Mullman,
Joint Tenants with
Right of
Survivorship
- --------------------------------------------------------------------------------------------------------------------------------
Stanford G. Lotwin 5,000 5,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Lloyd Shor 10,000 10,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
S. Sidney Mandel 37,500 25,000 12,500 *
- --------------------------------------------------------------------------------------------------------------------------------
Lyonel E. Zunz 42,500 25,000 17,500 *
- --------------------------------------------------------------------------------------------------------------------------------
John R. and (5) 87,070 15,000 72,070 *
Christine E. Welty,
Joint Tenants with
Right
of Survivorship
- --------------------------------------------------------------------------------------------------------------------------------
Gail Daitch 7,000 7,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Dr. Lawrence Howard 37,500 37,500 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Fay Smith 161,863 161,863 0 --
- --------------------------------------------------------------------------------------------------------------------------------
William G. Walters 37,500 37,500 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Stuart D. Byron 15,000 15,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Robert J. Mittman 37,500 37,500 0 --
- --------------------------------------------------------------------------------------------------------------------------------
James Saranczak 14,000 14,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Steven Swerdloff 20,000 20,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Harris N. Cogan and 5,000 5,000 0 --
Irene Klein Cogan,
Joint Tenants with
Right of Survivorship
- --------------------------------------------------------------------------------------------------------------------------------
Herbert Berman 479,500 479,500 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Benjamin Raphan (6) 164,100 150,000 14,100
- --------------------------------------------------------------------------------------------------------------------------------
Edward L. Sadowsky 5,000 5,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
===============================================================================================================================
Percentage
of
Shares Shares to Shares to Outstanding
Owned prior be sold be owned Shares
to the in the after the Owned After
Name Offering Offering Offering Offering
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Robert Nossen 40,000 40,000 0 --
- --------------------------------------------------------------------------------------------------------------------------------
Gary Shoffner, 250,000 250,000 0 --
Trustee for Brian
Pallas and Heidi
Miller
===================================================================================================================================
</TABLE>
(1) Mr. Stevens is the President of the Company.
(2) Mr. Smith is a Vice President and Director of the Company
(3) Mr. Tucci is a Vice President, Secretary, and Director of the Company.
(4) Mr. Stein is a Vice President of the Company.
(5) Mr. Welty is a Vice President of the Company and the President of
Swensen's, Inc.
(6) Mr. Raphan is a Director of the Company.
* Indicates less than 1%.
-13-
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold by the Selling
Shareholders or by pledgees, donees, transferees or other successors in
interest. Such sales may be made from time to time as market conditions permit
in the over-the-counter market, or otherwise, at prices on terms then prevailing
or at prices related to the then-current market price, or in negotiated
transactions. The Common Stock offered hereby may be sold by one or more of the
following methods, without limitation: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Common Stock as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) face-to-face transactions between selling shareholders and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Such brokers or dealers may receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in connection with such sales. In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 might be
sold under Rule 144 rather than pursuant to this Prospectus.
The Common Stock covered by this Prospectus is being registered under the
Securities Act.
USE OF PROCEEDS
The Company will receive none of the proceeds from any sales by the Selling
Shareholders of the Common Stock offered hereby.
EXPERTS
The consolidated financial statements and Schedule incorporated by
reference in this Prospectus and in the Registration Statement have been audited
by BDO Seidman LLP, independent certified public accountants, to the extent and
for the periods set forth in their reports incorporated herein by reference, and
are incorporated herein in reliance upon such reports, given upon the authority
of said firm as experts in accounting and auditing.
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<PAGE>
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Tenzer Greenblatt LLP, New York, New York. The Partners
of the firm of Tenzer Greenblatt LLP own 356,350 shares of the outstanding
Common Stock of the Company. The attorneys disclaim ownership of 7,000 shares of
the outstanding Common Stock of the Company owned by wives of certain of the
attorneys.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. Section 14A: 3-5
of the New Jersey Business Corporation Act permits the indemnification of
directors, officers, employees and agents of the Company and Section 14A: 2-7 of
the New Jersey Business Corporation Act permits a corporation to provide that a
director or officer shall have limited liability to the corporation or its
shareholders. The Company's certificate of incorporation and by-laws provide
that the Company's directors and officers will be indemnified and their
liability to the Company and the shareholders limited in the manner and to the
fullest extent permitted by New Jersey law.
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
--------------------------------------------
The expenses in connection with the issuance and distribution of the Common
Stock to be registered are estimated (except for the Securities and Exchange
Commission filing fee) below. All such expenses will be paid by the Registrant.
Securities and Exchange Commission Filing Fee...... $ 1,055.60
Duplicating........................................
Accounting Fees and Expenses....................... 2,000.00
Legal Fees and Expenses............................ 2,000.00
Miscellaneous...................................... 1,000.00
---------
Total Expenses $6,055.67
=========
Item 15. Indemnification of Officers and Directors
-----------------------------------------
Section 14A:3-5 of the New Jersey Business Corporation Act, which governs
the indemnification of directors, officers, employees and agents of a
corporation, is hereby incorporated herein by reference. Section 14A:2-7 of the
New Jersey Business Corporation Act, which provides that a corporation's
certificate of incorporation may provide that a director or officer shall have
limited liability to the corporation or to its shareholders, with certain
exceptions, is hereby incorporated herein by reference. Reference is made to
Paragraphs "SEVENTH" and "EIGHTH" of Registrant's Amended Certificate of
Incorporation, as amended on August 29, 1988, which provides for indemnification
and limitations on liability in the manner and to the fullest extent permitted
by New Jersey law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
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<PAGE>
Item 16. Exhibits.
--------
Exhibit No. Description
- ----------- -----------
5 Opinion of Tenzer Greenblatt LLP, regarding
legality of shares registered hereunder.
24.1* Consent of BDO Seidman
24.2 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5).
- --------------------
* Previously filed.
Item 17. Undertakings.
-------------
(a) 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;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
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<PAGE>
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 person 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Ronkonkoma, New York, on October 24, 1995.
INTEGRATED BRANDS INC.
By:
-------------------------
RICHARD E. SMITH
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Richard E. Smith and Gary P. Stevens, his
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers 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, including post-effective amendments, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that his said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
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 dates indicated.
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<PAGE>
Signature Title Date
- -------------------------------------------------------------------------------
/s/
- --------------------
Richard E. Smith Chairman of the Board, October 24, 1995
(Principal Executive
Officer) Chief Executive
Officer and Director
*
- --------------------
Gary P. Stevens President and Treasurer October 24, 1995
(Principal Financial
Officer)
*
- --------------------
Gerard Tucci Vice President, October 24, 1995
Secretary and
Director
*
- --------------------
Karl Eller Director October 24, 1995
*
- --------------------
Benjamin Raphan Director October 24, 1995
*
- --------------------
David M. Smith Vice President, October 24, 1995
Director
* As attorney in fact.
- ----------------------
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<PAGE>
EXHIBIT INDEX
Sequential
Document No. Description Page No.
- ------------ ----------- --------
Exhibit No. Description
- ----------- -----------
5 Opinion of Tenzer Greenblatt LLP, regarding
legality of shares registered hereunder.
24.2 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5).
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<PAGE>
EXHIBIT 5
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<PAGE>
Tenzer Greenblatt LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
October 24, 1995
INTEGRATED BRANDS INC.
4175 Veterans Highway
Ronkonkoma, NY 11779
Gentlemen:
You have requested our opinion with respect to the offer and sale by the
selling stockholders, pursuant to a Registration Statement (the "Registration
Statement") on Form S-3 (file no. 33-98194) filed by INTEGRATED BRANDS INC. (the
"Company") under the Securities Act of 1933, as amended (the "Act"), of
2,226,363 shares (the "Shares") of common stock, par value $.01 per share, of
the Company (the "Common Stock") owned by the selling stockholders.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of appropriate state officials and upon certificates of
executive officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Shares have been duly
and validly issued, and are fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
TENZER GREENBLATT LLP
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