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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File No. 0-14674
November 30, 1996
ANDOVER TOGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-5677957
(State or other jurisdic- (IRS Employer
tion of incorporation or Identification Number)
organization)
1333 Broadway, New York, New York 10018
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 244-0700
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF CLASS: COMMON STOCK, $.10 PAR VALUE
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 [ ] NO [X]
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
The aggregate market value at August 8, 1997 of shares of the
Registrant's Common Stock, $.10 par value (based upon the mean between the bid
and asked price of such stock as reflected in the over-the-counter market on
such date), held by non-affiliates of the Registrant was approximately $765,865.
Solely for the purposes of this calculation, shares held by directors and
officers of the Registrant have been excluded. Such exclusion should not be
deemed a determination or an admission by the Registrant that such individuals
are, in fact, affiliates of the Registrant.
Indicate by checkmark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: At August 8, 1997,
there were outstanding 4,470,815 shares of the Registrant's Common Stock, $.10
par value.
Documents Incorporated by Reference: None
* * *
EXPLANATORY NOTE
This Amendment to Form 10-K is being filed because the signature
page was inadvertently omitted in the original filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 15, 1997
ANDOVER TOGS, INC.
By: /s/ William L. Cohen
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William L. Cohen, Chairman
of the Board, President and
Chief Executive Officer
By: /s/ Alan Kanis
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Alan Kanis, Treasurer, Chief Financial
and Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
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Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ George S. Blumenthal Director August 15, 1997
- ----------------------------------
George S. Blumenthal
/s/ Peter A. Cohen Director August 15, 1997
- ----------------------------------
Peter A. Cohen
/s/ William L. Cohen Director, Chairman of the August 15, 1997
- ---------------------------------- Board President and
William L. Cohen Chief Executive Officer
/s/ Donald D. Shack Director and Secretary August 15, 1997
- ----------------------------------
Donald D. Shack
/s/ Monte Wolfson Director August 15, 1997
- ----------------------------------
Monte Wolfson
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