SHARPER IMAGE CORP
11-K, 1998-06-29
MISCELLANEOUS SHOPPING GOODS STORES
Previous: KEMPER TAX EXEMPT INCOME MU ST SER 33 & SH INTER TER SE 14, 24F-2NT, 1998-06-29
Next: SOVEREIGN BANCORP INC, S-4/A, 1998-06-29




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K



(Mark One)

[X]      Annual report pursuant  to  Section 15(d) of  the  Securities  Exchange
         Act of 1934 for the calendar year ended December 31, 1997 or

[ ]      Transition report pursuant to Section 15(d) of the Securities  Exchange
         Act of 1934 for the  transition  period from  __________ to ___________
 



                        Commission File Number: 33-80504



         A. Full  title of the Plan and the  address of the Plan,  if  different
            from that of the issuer named below:

                           The Sharper Image 401k Savings Plan
                           650 Davis Street
                           San Francisco, CA 94111

         B.   Name of issuer of the securities held pursuant to the Plan and the
              address of its principal executive office:

                           Sharper Image Corporation
                           650 Davis Street
                           San Francisco, CA 94111



<PAGE>


                           THE SHARPER IMAGE
                           401k SAVINGS PLAN




                           Financial Statements as of and for the years
                           ended    December   31,   1997   and   1996,
                           Supplemental  Schedules  as of and  for  the
                           year ended December 31, 1997 and Independent
                           Auditors' Report

2
<PAGE>


THE SHARPER IMAGE
401k SAVINGS PLAN


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                   4


FINANCIAL STATEMENTS:

     Statements of Net Assets Available for Benefits,
         With Fund Information as of December 31, 1997 and 1996              5-6

     Statements of Changes  in Net  Assets  Available  for  Benefits,
         With Fund Information for the years ended December 31, 1997 and
         1996                                                                7-8

     Notes to Financial Statements                                          9-11


SUPPLEMENTAL SCHEDULES:

     Item 27a - Supplemental Schedule of Assets Held
         for Investment Purposes as of December 31, 1997                      12

     Item 27d - Supplemental Schedule of Reportable
         Transactions for year ended December 31, 1997                        13


OTHER INFORMATION:

     Exhibit 23.1 - Independent Auditors' Consent                             15


3
<PAGE>


INDEPENDENT AUDITORS' REPORT


Administrative Committee,
The Sharper Image 401k Savings Plan
San Francisco, California

We have audited the accompanying statements of net assets available for benefits
of The Sharper  Image 401k Savings Plan (the "Plan") as of December 31, 1997 and
1996, and the related statements of changes in net assets available for benefits
for the years then ended.  These financial  statements are the responsibility of
the  Plan's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the net assets  available for benefits of the Plan as of December 31,
1997 and 1996,  and the changes in net assets  available  for  benefits  for the
years then ended in conformity with generally accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
table of contents are presented  for the purpose of additional  analysis and are
not a required  part of the basic  financial  statements  but are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  The fund  information  in the  statements  of net  assets  available  for
benefits and the statements of changes in net assets  available for benefits are
presented for the purpose of additional  analysis rather than to present the net
assets  available for benefits and changes in net assets  available for benefits
of each  fund.  These  supplemental  schedules  and fund  information  have been
subjected  to the  auditing  procedures  applied  in our audit of the basic 1997
financial  statements  and, in our  opinion,  are fairly  stated in all material
respects when considered in relation to the basic financial  statements taken as
a whole.

/s/     Deloitte & Touche LLP
- -----------------------------

May 29, 1998


4
<PAGE>

<TABLE>
THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                           Compass
                                                           Capital        Compass         Compass      Compass
                                            Compass       Large Cap       Capital         Capital      Capital   Sharper Image
                                            Capital        Growth          Index          Inter.        Money     Corporation
                                           Balanced        Equity         Equity         Govt.Bond      Market    Common Stock    
                                             Fund           Fund          Fund(1)         Fund          Fund         Fund        
                                        -----------     ----------      ------------   ----------   ----------    ------------   
<S>                                       <C>            <C>            <C>             <C>          <C>          <C>
Investments at Fair Value:
    Fixed-Income Securities               $ 534,055                                                                              
    Equity Securities                                    $ 731,342      $  486,739                                               
    Government Securities                                                               $  64,600                                
    Money Market Fund                                                                                $ 638,030                   
    Common Stock                                                                                                  $  90,421      
    Participant Loans
                                        -----------     ----------      ------------   ----------   ----------    ------------   
    Total Investments at Fair Value         534,055        731,342         486,739         64,600      638,030       90,421      
                                        -----------     ----------      ------------   ----------   ----------    ------------   

Receivables:
    Employee Contributions                    3,783          5,402           4,183            705        3,837          963      
    Employer Contribution                    14,165         19,034          13,849          2,985       21,297        5,287      
                                        -----------     ----------      ------------   ----------   ----------    ------------   
                                             17,948         24,436          18,032          3,690       25,134        6,250      
                                        -----------     ----------      ------------   ----------   ----------    ------------   

Liabilities-Excess Contributions             (1,984)        (3,265)         (6,708)                     (1,029)      (1,186)
                                        -----------     ----------      ------------   ----------   ----------    ------------   
Net Assets Available for Benefits         $ 550,019      $ 752,513      $  498,063      $  68,290    $ 662,135    $  95,485      
                                        ============    ==========      ============   ==========   ==========    ============   


                                       Participant                  
                                         Loans           Total      
                                        ---------     -----------    
Investments at Fair Value:                                          
    Fixed-Income Securities                           $   534,055   
    Equity Securities                                   1,218,081   
    Government Securities                                  64,600   
    Money Market Fund                                     638,030   
    Common Stock                                           90,421   
    Participant Loans                   $  97,448          97,448   
                                                                    
                                        ---------     -----------    
    Total Investments at Fair Value        97,448       2,642,635   
                                        ---------     -----------    
                                                                    
Receivables:                                                        
    Employee Contributions                                 18,873   
    Employer Contribution                                  76,617   
                                        ---------     -----------    
                                                           95,490   
                                        ---------     -----------    
                                                                    
Liabilities-Excess Contributions                          (14,172)  
                                        ---------     -----------    
Net Assets Available for Benefits       $  97,448     $ 2,723,953   
                                        =========     ===========   
<FN>
(1)Formerly Compass Capital Growth Equity Fund.

See accompanying notes to financial statements.
</FN>
</TABLE>


5
<PAGE>

<TABLE>
THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                           Compass        Compass        Compass      Compass
                                            Compass        Capital        Capital        Capital      Capital   Sharper Image
                                            Capital        Growth          Index         Inter.        Money     Corporation
                                           Balanced        Equity         Equity       Govt. Bond     Market    Common Stock     
                                             Fund           Fund           Fund           Fund         Fund         Fund         
                                        ------------    ----------     -----------     ----------   ----------   ------------    
<S>                                      <C>             <C>           <C>             <C>          <C>          <C>
Investments at Fair Value:
    Fixed-Income Securities               $ 368,136                                                                              
    Equity Securities                                    $ 488,517     $   255,603                                               
    Government Securities                                                              $   45,267                                
    Money Market Fund                                                                               $  569,953                   
    Common Stock                                                                                                 $   42,558      
    Participant Loans                                                                                                            
                                        ------------    ----------     -----------     ----------   ----------   ------------    
    Total Investments at Fair Value         368,136        488,517         255,603         45,267      569,953       42,558      
                                        ------------    ----------     -----------     ----------   ----------   ------------    

Receivables:
    Employee Contributions                    7,744         11,408           7,737          1,211       10,808        1,744      
    Employer Contribution                    15,041         20,239          12,459          3,162       26,356        4,070      
                                        ------------    ----------     -----------     ----------   ----------   ------------    
                                             22,785         31,647          20,196          4,373       37,164        5,814      
                                        ------------    ----------     -----------     ----------   ----------   ------------    

Liabilities-Excess Contributions             (2,765)        (8,116)         (5,310)          (272)      (1,211)        (451)     
                                        ------------    ----------     -----------     ----------   ----------   ------------    

Net Assets Available for Benefits        $  388,156      $ 512,048     $   270,489     $   49,368   $  605,906   $   47,921      
                                        ============    ==========     ===========     ==========   ==========   ============    

                                       Participant                      
                                          Loans              Total      
                                       ------------        ----------   
Investments at Fair Value:                                            
    Fixed-Income Securities                                $  368,136   
    Equity Securities                                         744,120   
    Government Securities                                      45,267   
    Money Market Fund                                         569,953   
    Common Stock                                               42,558   
    Participant Loans                  $   59,845              59,845   
                                       ------------        ----------   
    Total Investments at Fair Value        59,845           1,829,879   
                                       ------------        ----------   
                                                                      
Receivables:                                                          
    Employee Contributions                                     40,652   
    Employer Contribution                                      81,327   
                                       ------------        ----------   
                                                              121,979   
                                       ------------        ----------   
                                                                      
Liabilities-Excess Contributions                              (18,125)  
                                       ------------        ----------   
                                                                        
Net Assets Available for Benefits      $   59,845          $1,933,733   
                                       ============        ==========   
<FN>
                                    
See accompanying notes to financial statements.
</FN>
</TABLE>


6
<PAGE>
<TABLE>
THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                 Compass
                                                                  Capital     Compass       Compass         Compass
                                                    Compass      Large Cap    Capital       Capital         Capital    Sharper Image
                                                    Capital       Growth       Index        Inter.           Money      Corporation
                                                   Balanced       Equity      Equity      Govt. Bond         Market     Common Stock
                                                     Fund          Fund1       Fund          Fund            Fund          Fund     
                                                 -----------   ----------   ----------     ----------       ---------    ---------  
<S>                                              <C>           <C>          <C>            <C>             <C>            <C>
   ADDITIONS TO NET ASSETS:
      Investment income:
         Net appreciation
           in fair value of investments          $    50,563   $   52,254   $  101,936     $      968                     $ 10,508  
         Interest and dividend income                 48,130       99,758        7,986          3,171      $   35,194           33  
                                                 -----------   ----------   ----------     ----------       ---------    ---------  
           Total investment income                    98,693      152,012      109,922          4,139          35,194       10,541  

      Employer contributions                          14,165       19,034       13,849          2,985          21,297        5,287  
      Employee contributions                         138,602      205,972      156,459         25,303         166,392       33,804  
                                                 -----------   ----------   ----------     ----------       ---------    ---------  
   Total additions                                   251,460      377,018      280,230         32,427         222,883       49,632  
                                                 -----------   ----------   ----------     ----------       ---------    ---------  

   DEDUCTIONS FROM NET ASSETS:
      Benefits paid to terminated participants       (80,041)    (119,074)     (91,658)       (11,021)        (83,180)      (5,221) 
      Administrative expenses (Note 1)                                                                        (11,827)
                                                 -----------   ----------   ----------     ----------       ---------    ---------  
           Total deductions                          (80,041)    (119,074)     (91,658)       (11,021)        (95,007)      (5,221) 
                                                 -----------   ----------   ----------     ----------       ---------    ---------  

   NET INCREASE (DECREASE)
       BEFORE INTERFUND TRANSFERS                    171,419      257,944      188,572         21,406         127,876       44,411  
   NET INTERFUND TRANSFERS                            (9,556)     (17,479)      39,002         (2,484)        (71,647)       3,153  
                                                 -----------   ----------   ----------     ----------       ---------    ---------  
   NET INCREASE                                      161,863      240,465      227,574         18,922          56,229       47,564  

   NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                 388,156      512,048      270,489         49,368         605,906       47,921  
                                                 -----------   ----------   ----------     ----------       ---------    ---------  
   End of year                                   $   550,019   $  752,513   $  498,063     $   68,290      $  662,135     $ 95,485  
                                                 ===========   ==========   ==========     ==========       =========    =========  

                                                 Participant                 
                                                   Loans          Total      
                                                 ----------    -----------   
   ADDITIONS TO NET ASSETS:                                                  
      Investment income:                                                     
         Net appreciation                                                    
           in fair value of investments                        $   216,229   
         Interest and dividend income                              194,272   
                                                 ----------    -----------   
           Total investment income                                 410,501   
                                                                             
      Employer contributions                                        76,617   
      Employee contributions                                       726,532   
                                                 ----------    -----------   
   Total additions                                               1,213,650   
                                                 ----------    -----------   
                                                                             
   DEDUCTIONS FROM NET ASSETS:                                               
      Benefits paid to terminated participants    $ (21,408)      (411,603)  
      Administrative expenses (Note 1)                             (11,827)  
                                                 ----------    -----------   
           Total deductions                         (21,408)      (423,430)  
                                                 ----------    -----------   
                                                                             
   NET INCREASE (DECREASE)                                                   
       BEFORE INTERFUND TRANSFERS                   (21,408)       790,220   
   NET INTERFUND TRANSFERS                           59,011                  
                                                 ----------    -----------   
   NET INCREASE                                      37,603        790,220   
                                                                             
   NET ASSETS AVAILABLE FOR BENEFITS:                                        
   Beginning of year                                 59,845      1,933,733   
                                                 ----------    -----------   
   End of year                                    $  97,448    $ 2,723,953   
                                                 ==========    ===========   
<FN>
   (1)Formerly Compass Capital Growth Equity Fund.
   See accompanying notes to financial statements.
</FN>
</TABLE>
7
<PAGE>
<TABLE>
THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                 Compass      Compass        Compass        Compass
                                                     Compass     Capital      Capital        Capital        Capital    Sharper Image
                                                     Capital     Growth        Index         Inter.          Money       Corporation
                                                    Balanced     Equity       Equity       Govt. Bond        Market     Common Stock
                                                      Fund        Fund         Fund           Fund           Fund           Fund    
                                                  ----------   ----------   ----------      ---------      ----------     --------- 
<S>                                               <C>          <C>          <C>             <C>            <C>            <C>
   ADDITIONS TO NET ASSETS:
      Investment income (loss):
         Net appreciation (depreciation)
           in fair value of investments           $   23,240   $   46,376   $   23,174      $    (475)                    $ (11,067)
         Interest and dividend income                 21,012       24,504       14,108          2,131      $   28,648            31 
                                                  ----------   ----------   ----------      ---------      ----------     --------- 
           Total investment income (loss)             44,252       70,880       37,282          1,656          28,648       (11,036)

      Employer contributions                          15,041       20,239       12,459          3,162          26,356         4,070 
      Employee contributions                         134,112      183,088      105,169         23,331         205,682        25,582 
                                                  ----------   ----------   ----------      ---------      ----------     --------- 
           Total additions                           193,405      274,207      154,910         28,149         260,686        18,616 
                                                  ----------   ----------   ----------      ---------      ----------     --------- 

   DEDUCTIONS FROM NET ASSETS:
      Benefits paid to terminated participants       (27,834)     (47,387)     (16,941)        (8,278)        (64,156)       (2,601)
      Administrative expenses (Note 1)                                                                        (18,896)              
                                                  ----------   ----------   ----------      ---------      ----------     --------- 
           Total deductions                          (27,834)     (47,387)     (16,941)        (8,278)        (83,052)       (2,601)
                                                  ----------   ----------   ----------      ---------      ----------     --------- 

   NET INCREASE (DECREASE)
       BEFORE INTERFUND TRANSFERS                    165,571      226,820      137,969         19,871         177,634        16,015 
   NET INTERFUND TRANSFERS                             5,259       (9,537)      31,697         (6,268)        (61,496)       (2,703)
                                                  ----------   ----------   ----------      ---------      ----------     --------- 
   NET INCREASE                                      170,830      217,283      169,666         13,603         116,138        13,312 

   NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                 217,326      294,765      100,823         35,765         489,768        34,609 
                                                  ----------   ----------   ----------      ---------      ----------     --------- 
   End of year                                    $  388,156   $  512,048   $  270,489      $  49,368      $  605,906     $  47,921 
                                                  ==========   ==========   ==========      =========      ==========     ========= 

                                               Participant                  
                                                  Loans          Total      
                                                 ---------     ----------   
   ADDITIONS TO NET ASSETS:                                                 
      Investment income (loss):                                             
         Net appreciation (depreciation)                                    
           in fair value of investments                        $   81,248   
         Interest and dividend income                              90,434   
                                                 ---------     ----------   
           Total investment income (loss)                         171,682   
                                                                            
      Employer contributions                                       81,327   
      Employee contributions                                      676,964   
                                                 ---------     ----------   
           Total additions                                        929,973   
                                                 ---------     ----------   
                                                                            
   DEDUCTIONS FROM NET ASSETS:                                              
      Benefits paid to terminated participants  $   (1,944)      (169,141)  
      Administrative expenses (Note 1)                            (18,896)  
                                                 ---------     ----------   
           Total deductions                         (1,944)      (188,037)  
                                                 ---------     ----------   
                                                                            
   NET INCREASE (DECREASE)                                                  
       BEFORE INTERFUND TRANSFERS                   (1,944)       741,936   
   NET INTERFUND TRANSFERS                          43,048                  
                                                 ---------     ----------   
   NET INCREASE                                     41,104        741,936   
                                                                            
   NET ASSETS AVAILABLE FOR BENEFITS:                                       
   Beginning of year                                18,741      1,191,797   
                                                 ---------     ----------   
   End of year                                   $  59,845     $1,933,733   
                                                 =========     ==========   

<FN>
   See accompanying notes to financial statements.
</FN>
</TABLE>

8
<PAGE>


THE SHARPER IMAGE
401k SAVINGS PLAN


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------

1. DESCRIPTION OF THE PLAN

  The following  description of The Sharper Image (the  "Company")  401k Savings
  Plan (the "Plan") provides only general information. Participants should refer
  to  the  Plan  agreement  for  a  more  complete  description  of  the  Plan's
  provisions.

  General-  The Plan was  established  on April 1,  1994.  The Plan is a defined
  contribution  plan  covering  all  employees  who have  completed  one year of
  service with at least 1,000 hours and are age twenty-one or older. The Plan is
  intended to qualify under Sections  401(a) and 401(k) of the Internal  Revenue
  Code  ("IRC").  The  purpose  of the Plan is to provide  retirement  and other
  benefits for employees of the Company.  It is subject to the provisions of the
  Employee Retirement Income Security Act of 1974 ("ERISA").

  Contributions-   Participants  may  contribute  1%  to  10%  of  their  annual
  compensation,  plus up to 100% of any employer paid cash bonus,  not to exceed
  the maximum  deductible amount of $9,500 for the years ended December 31, 1997
  and 1996. Participants may also effect rollover distributions to the Plan from
  other qualified  defined benefit or  contribution  plans.  For the years ended
  December 31, 1997 and 1996 the Company made  employer  matching  contributions
  equal to 100% of the  participants  contribution  up to a maximum  of $250 per
  participant.

  Participant   Accounts-  Each  participant's  account  is  credited  with  the
  participant's   contributions,   the  Company's  matching  contribution,   and
  allocations of Plan earnings.  Forfeited balances of terminated  participants'
  nonvested accounts remain in the Plan and will be applied first to the payment
  of administrative expenses and then to reduce future Company contributions.

  Vesting- Participants are immediately vested in the contributions they make to
  the Plan,  plus actual  earnings  thereon.  Vesting in the Company's  matching
  contributions,  made on their behalf,  plus earnings thereon is based on years
  of service. A participant is 100% vested after five years of credited service.

  Investment Options-  Participants can direct their contributions to any of the
  six investment options:

         Compass Capital Balanced Fund- The prospectus  indicates that the funds
         are invested in equity and fixed-income senior securities with at least
         25% of the  portfolios's  total assets invested in fixed-income  senior
         securities.


9
<PAGE>


1. DESCRIPTION OF THE PLAN (continued)

         Compass Capital Large Cap Growth Equity Fund- The prospectus  indicates
         that the funds are primarily invested in common stock in the middle and
         higher  capitalization ranges (over $1 billion market capitalization at
         the  time of  purchase)  and  growth  prospects  exceeding  that of the
         general economy.  Prior to January 1997 the fund was called the Compass
         Capital Growth Equity Fund.

         Compass  Capital Index Equity Fund- The  prospectus  indicates that the
         funds are  substantially  invested  in common  stock in the  Standard &
         Poor's  500  Index in  approximately  the same  proportion  as they are
         represented in such Index.

         Compass  Capital  Intermediate  Government  Bond  Fund- The  prospectus
         indicates that the funds are primarily  invested in obligations  issued
         or  guaranteed  by  the  United  States  government,  its  agencies  or
         instrumentalities  and repurchase  agreements and collaterized mortgage
         obligations relating to such obligations.

         Compass  Capital Money Market Fund- The  prospectus  indicates that the
         funds are invested in  short-term,  high quality  United  States dollar
         denominated instruments.

         Sharper Image Corporation  Common Stock Fund- The prospectus  indicates
         that the funds are invested in common stock of the Company.

  Effective  January  31,  1998,  Compass  Capital  Funds  changed  its  name to
  BlackRock Funds

  Distribution  of  Benefits  - Upon  termination  of  service  for any  reason,
  including death, disability or retirement, a participant may receive the value
  of their vested interest as a lump-sum distribution.

  Participant Loans - Participant  loans are available to active employees.  The
  loan amount available is 50% of a participant's vested account balance, with a
  minimum loan of $1,000 and a maximum loan of $50,000. As of December 31, 1997,
  there were 59 loans  outstanding,  with  interest  rates ranging from 9.25% to
  9.75%,  and as of December  31,  1996,  there were 29 loans  outstanding  with
  interest rates ranging from 9.2% to 10%.

  Plan  Termination-  Although  the  Company  has not  expressed  any  intent to
  terminate the Plan  agreement,  it may do so at any time.  The Company has the
  right  under  the Plan to  discontinue  its  contributions  at any time and to
  terminate the Plan under the provisions of ERISA.

  Tax Status - The Plan is a  standardized  prototype  cash or  deferred  profit
  sharing  plan  sponsored  by  PNC  Bank,  National  Association.  A  favorable
  determination  letter  for  this  standardized  prototype  was  issued  by the
  Internal   Revenue   Service  ("IRS")  on  April  10,  1990  and  a  favorable
  determination  letter for the  amendment  to the  standardized  prototype  was
  issued by the IRS on February 8, 1993.  The Plan  Administrator  believes that
  the Plan is currently  designed and is being  operated in compliance  with the
  applicable  requirements of the IRC. Therefore,  no provision for income taxes
  has been included in the Plan's financial statements.


10
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Basis of Accounting - The financial  statements of the Plan are prepared under
  the accrual method of accounting.

  Forfeiture  Accounts - At  December  31, 1997 and 1996,  forfeited  non-vested
  account balances totaled $15,228 and $5,027, respectively. These accounts will
  be used to offset future  expenses of the Plan.  In addition,  during 1997 and
  1996, Plan administrative expenses totaling $11,827 and $18,896, respectively,
  were deducted from these account balances.

  Investment  Valuation  and Income  Recognition  - The Plan's  investments  are
  stated at fair value. Shares of registered  investment companies are valued at
  quoted market prices which represent the net asset value of shares held by the
  Plan at  year-end.  The Company  stock is valued at its quoted  market  price.
  Participant  loans  are  carried  at  the  unpaid  principal  balance,   which
  approximates fair value.

  Purchases and sales of securities are recorded on a trade-date basis. Interest
  income  is  recorded  on an  accrual  basis.  Dividends  are  recorded  on the
  ex-dividend date.

  Payment of Benefits - Benefits are recorded when paid.

  Administrative  Expenses - Plan  administrative  expenses are  primarily  paid
  through forfeited balances of terminated  participants'  non-vested portion of
  the Company's matching contributions.
<TABLE>
3.    INVESTMENTS

  Investments that represent 5% or more of the Plan's net assets at December 31,
  1997 and 1996 are separately identified in the following table:
<CAPTION>
                                  December 31, 1997               December 31, 1996
                                  -----------------               -----------------

                              Number of                        Number of
                               Shares or         Fair          Shares or         Fair
                              Par Value          Value         Par Value         Value
                              ---------          -----         ---------         -----
<S>                            <C>           <C>                 <C>           <C>
Compass Capital:
    Balanced Fund               30,817       $  534,055           23,797       $  368,136
    Large Cap Growth
         Equity Fund            45,061          731,342           33,075          488,517
    Index Equity Fund           26,029          486,739           17,837          255,603
    Money Market Fund          523,827          638,030          493,585          569,953
                                             ----------                        ----------
                                             $2,390,166                        $1,682,209
                                             ==========                        ==========
</TABLE>


4. DUE TO PARTICIPANTS WHO HAVE WITHDRAWN

  As of December 31, 1997 and 1996, net assets  available for benefits  included
  $1,300 and $7,900,  respectively,  due to participants  who had withdrawn from
  participation in the Plan.


11
<PAGE>

THE SHARPER IMAGE
 401k SAVINGS PLAN

<TABLE>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<CAPTION>
                                                             Number of
                                                             Shares or                          Fair
 Description of Investment                                   Par Value          Cost            Value
 -------------------------                                   ---------          ----            -----
<S>                                                            <C>          <C>              <C>
FIXED INCOME SECURITIES
   Compass Capital Balanced Equity Fund                        30,817       $  463,787       $  534,055

EQUITY SECURITIES
   Compass Capital Large Cap Growth Equity Fund                45,061          647,124          731,342
   Compass Capital Index Equity Fund                           26,029          386,880          486,739

GOVERNMENT SECURITIES
   Compass Capital Intermediate Government Bond Fund            6,346           63,436           64,600

MONEY MARKET FUND
   Compass Capital Money Market Fund                          523,827          580,569          638,030

COMMON STOCK
   Sharper Image Corporation Common Stock Fund                 12,680           89,261           90,421

PARTICIPANT LOANS
   Fifty-nine loans outstanding with interest rates
   ranging from 9.25% to 9.75%                                 97,448           97,448           97,448
                                                                            ----------       ----------

   Total Investments                                                        $2,328,505       $2,642,635
                                                                            ==========       ==========
</TABLE>


12
<PAGE>

THE SHARPER IMAGE
401k SAVINGS PLAN

<TABLE>
 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
      YEAR ENDED DECEMBER 31, 1997

<CAPTION>
Identity of                                  Purchases                      Sales
Party Involved                        Transactions    Price        Transactions    Price        Gain/(Loss)
- --------------                        ------------    -----        ------------    -----        -----------
<S>                                        <C>      <C>                  <C>      <C>            <C>
Compass Capital:
  Balanced Fund                            51       $230,085             55       $114,729       $ 19,459
  Large Cap Growth Equity Fund             53        362,361             65        171,803         35,405
  Index Equity Fund                        57        252,096             51        122,897         24,434
  Intermediate Government
    Bond Fund                              45         33,649             37         15,283             66
  Money Market Fund                        81        238,478             75        203,762         15,252

Sharper Image Corporation
  Common Stock Fund                        39         44,269             35          6,923         (1,857)

</TABLE>


13
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.



                                        THE SHARPER IMAGE 401k SAVINGS PLAN
                                        BY SHARPER IMAGE CORPORATION
                                            PLAN ADMINISTRATOR




Date:     June 26, 1998                  by:/s/     Tracy Y. Wan
     ----------------------                 ---------------------------
                                                Tracy Y. Wan
                                                Senior Vice President,
                                                Chief Financial Officer and
                                                Plan Administrator


14


EXHIBIT 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference in  Registration  Statement  Nos.
33-12755,  33-80504, and 33-3327 of Sharper Image Corporation,  all on Forms S-8
of our report dated May 29, 1998,  appearing in this Annual  Report on Form 11-K
of The Sharper Image 401k Savings Plan for the year ended December 31, 1997.



/s/    Deloitte & Touche LLP
- ----------------------------

June 26, 1998


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission