<PAGE> 1
FORM 10-QSB/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ----------
Commission File No. 0-19670
OCEAN OPTIQUE DISTRIBUTORS, INC.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-0052592
------------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
14250 S.W. 119 Ave.
Miami, Florida 33186
- --------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: 305-255-3272
Indicate by check mark whether the Issuer (1) 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 and (2) has been subject to such filing requirements for
the past 90 days.
Y E S X N O
--- ---
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At May 1, 1996 there were
outstanding 1,865,574 shares of Common Stock, no par value.
Transitional Small Business Disclosure Format: YES NO X
--- ---
<PAGE> 2
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
INDEX TO FORM 10-QSB/A
AMENDMENT NO. 1
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of
March 31, 1996 and June 30, 1995 (Unaudited). 3
Condensed Consolidated Statements of Operations for the
Nine Months Ended March 31, 1996 and 1995
(Unaudited). 4
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 1996 and 1995
(Unaudited). 5
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 1996 and 1995
(Unaudited). 6
Notes to Condensed Consolidated
Financial Statements (Unaudited). 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 8
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures. 13
2
<PAGE> 3
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, 1996 AND JUNE 30, 1995
ASSETS
<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
----------- -----------
<S> <C> <C>
Current assets
Cash & cash equivalents.......................$ 1,448,755 $ 1,748,781
Certificate of deposit - restricted........... 65,000 65,000
Short-term investments........................ 148,469 1,018,308
Accounts receivable (net of allowance for
doubtful accounts of $136,103 and
$214,693 respectively)...................... 2,962,220 2,571,026
Inventory..................................... 7,453,272 7,373,705
Prepaid expenses & other current assets....... 252,355 376,627
Deferred income taxes......................... 166,626 166,626
Income tax receivable......................... 155,020 257,240
----------- -----------
Total current assets..................... 12,651,717 13,577,313
Property and equipment, net..................... 269,824 328,702
Security deposits............................... 14,728 14,728
Debt issue cost, net............................ 152,985 176,013
Intangible assets, net.......................... 3,460,498 3,673,207
----------- -----------
Total assets.............................$16,549,752 $17,769,963
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank line of credit...........................$ 3,362,000 $ 3,173,800
Accounts payable.............................. 1,675,009 1,350,708
Due to related parties........................ 1,431,420 920,000
Due to foreign currency dealer................ 1,258,583 1,254,008
Accrued expenses.............................. 151,925 124,048
Notes payable to related party, current
portion..................................... 419,241 391,975
Notes payable, current portion................ 84,393 71,275
Capital lease obligations, current portion.... 41,947 46,143
----------- -----------
Total current liabilities............... 8,424,518 7,331,957
8% Convertible subordinated debentures.......... 1,575,000 1,575,000
Notes payable to related party, long-term
portion..................................... 457,368 736,699
Notes payable, long-term portion................ - 17,317
Capital lease obligations, long-term portion.... 1,895 33,356
Deferred income taxes........................... 124,168 124,168
----------- -----------
Total liabilities....................... 10,582,949 9,818,497
Commitments and contingencies................... - -
Stockholders' equity
Series A Cumulative Convertible 3% Preferred
Stock; 5,000,000 shares authorized;
450,000 shares issued and outstanding
(liquidation value - $1,575,000).......... 1,474,398 1,474,398
Series B 2% Convertible Preferred Stock;
5,000,000 shares authorized; 230,000 shares
issued and outstanding
(liquidation value - $1,150,000).......... 1,150,000 1,150,000
Common stock, no par value; 10,000,000 shares
authorized; 1,865,574 and 2,119,420 issued
and outstanding at March 31, 1996 and
June 30, 1995, respectively................. 6,499,228 6,099,228
Retained earnings (accumulated deficit)....... (3,156,823) (772,160)
----------- ----------
Total stockholders' equity.............. 5,966,803 7,951,466
Total liabilities and stockholders'
equity................................$16,549,752 $17,769,963
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Net sales................................ $10,644,836 $6,640,156
Cost of goods sold....................... 8,306,440 3,478,172
----------- ----------
Gross profit......................... 2,338,396 3,161,984
Selling, general and administrative
expenses......................... 4,282,532 3,079,122
----------- ----------
(1,944,136) 82,862
Interest expense, net.................... (404,895) (204,061)
Other income............................. - 12,926
----------- ----------
Income (loss) before income taxes.... (2,349,031) (108,273)
Income tax benefit (expense)............. - 51,000
----------- ----------
Net income (loss).................... $(2,349,031) $ (57,273)
Dividends paid on convertible preferred
stock............................ 35,632 -
----------- ----------
Net income (loss) applicable to
common stockholders.............. $(2,384,663) $ (57,273)
=========== ==========
Net income (loss) per share of common
stock............................ $ (1.47) $ (0.03)
=========== ==========
Weighted average number of common shares
outstanding...................... 1,626,818 1,661,050
=========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
Net sales .................................. $3,740,919 2,300,046
Cost of goods sold.......................... 3,608,316 1,185,528
---------- ---------
Gross profit........................ 132,603 1,114,518
Selling, general and administrative
expenses............................ 1,391,672 981,356
---------- ---------
(1,259,069) 133,162
Interest expense, net....................... (150,545) (74,963)
Other income................................ - 3,584
---------- ---------
Income (loss) before income taxes... (1,409,614) 61,783
Income tax benefit (expense)................ - 17,000
---------- ---------
Net income (loss)................... $(1,409,614) 78,783
Dividends paid on convertible preferred
stock............................... 11,813 -
---------- ---------
Net income (loss) applicable to
common stockholders......... $(1,421,427) 78,783
========== =========
Net income (loss) per share of common
stock............................... $ (0.86) 0.05
========== =========
Weighted average number of common shares
outstanding......................... 1,649,175 1,661,087
========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss .......................................... $(2,384,663) $ (57,273)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ..................... 324,674 244,685
Changes in assets and liabilities:
Decrease (increase) in short-term investments..... 869,839 (591,974)
Decrease (increase) in accounts receivable, net... (391,194) 36,853
Increase in inventory ............................ (79,567) (783,379)
Decrease (increase) in prepaid expenses, security
deposits and intangible assets .................. 124,272 (167,471)
Increase (decrease) in accounts payable and
accrued expenses................................. 352,178 (176,095)
Increase in due to related parties ............... 911,420 -
Increase (decrease) in income taxes .............. 102,220 (64,067)
------------ ------------
Net cash provided by (used in) operating
activities .................................. (170,821) (1,558,721)
------------ ------------
Cash flows from investing activities:
Goodwill adjustments ................................ (4,352) -
Capital expenditures ................................ (25,707) (51,068)
------------ ------------
Net cash used in investing activities ........ (30,059) (51,068)
------------ ------------
Cash flows from financing activities:
Net borrowings (payments) on bank line of credit
and notes payable .................................. (68,064) 319,474
Proceeds from borrowings from foreign currency
dealer ............................................. 4,575 -
Payments under capital lease obligation ............. (35,657) (29,447)
Buyback of common stock ............................. - (318,750)
Payments from the exercise of stock warrants ........ - (42,049)
----------- -----------
Net cash used in financing activities ........ (99,146) (70,772)
----------- -----------
Net decrease in cash and cash equivalents .... (300,026) (1,680,561)
Cash and cash equivalents, beginning of period ....... 1,748,781 1,849,746
----------- -----------
Cash and cash equivalents, end of period ............. $1,448,755 $ 169,185
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for
income taxes, net .................................. $ (98,000) $ 13,067
Issuance of common stock in settlement of
due to related parties ............................. 400,000 -
=========== ===========
Cash paid during the period for interest, net ....... $ 441,781 $ 181,411
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
OCEAN OPTIQUE DISTRIBUTORS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the
instructions to Form 10-QSB and do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.
However, such information reflects all adjustments
(consisting solely of normal recurring adjustments), which
are, in the opinion of Management, necessary for a fair
statement of results for the interim periods.
The results of operations for the nine months ended March 31,
1996 are not necessarily indicative of the results to be
expected for the full year.
These statements should be read in conjunction with the
financial statements and notes thereto included in the
Company's Form 10-KSB, as amended, for the fiscal year ended
June 30, 1995.
(2) ORGANIZATION
Ocean Optique Distributors, Inc. (the "Company") was incorporated
under the laws of the State of Florida on May 31, 1988. The
Company is an importer and distributor of eyeglass frames.
On June 21, 1995, the Company acquired 100 percent of the
capital stock of European Manufacturers Agency, Inc. ("EMA"),
a Florida corporation. EMA is engaged in the business of
distributing and marketing private label ophthalmic frames
and related items and continues to conduct such business as a
wholly-owned subsidiary of the Company.
(3) BANK LINE OF CREDIT
On June 29, 1994, and as subsequently amended in September
1995, the Company refinanced its credit facility. The new
line of credit, which expires in September 1996, allows the
Company to borrow up to $3,500,000, is secured by a pledge of
all the Company's assets. Borrowings under this agreement are
limited to the sum of 75 percent of accounts receivable, and
50 percent of inventory on hand, not to exceed $2,000,000.
Interest on the line of credit is 3/4% above the bank's prime
lending rate.
(4) CALCULATION OF EARNINGS PER SHARE
The Company calculates its earnings per share without including the
500,000 shares held in escrow pursuant to the terms of the EMA acquisition
agreement.
The EMA acquisition agreement provides for the escrow of 500,000 of the
533,333 total shares of the Company's Common Stock issued in exchange for
the EMA shares, with a portion of such escrowed shares to be released to
the former EMA shareholders, Robert D. Winn and Mary S. Winn, on each of
the first, second, third and fourth anniversaries of the acquisition date.
The acquisition agreement provides that the number of shares to be
released on any such date will be determined by dividing 375,000 by the
then-current market value of the Company's Common Stock, provided that the
number of shares to be released on any anniversary date will not be less
than 62,500 shares nor more than 150,000 shares. In the event that the
number of shares of the Company's Common Stock to be released from escrow
on an anniversary date is greater than the number of shares then held in
escrow, the acquisition agreement provides that the Company will issue
additional shares in the amount of any such shortfall, and such shares
will be deemed to be issued as part of the original purchase price set
forth in the acquisition agreement. Any shares of Common Stock remaining
in escrow subsequent to the fourth anniversary of the acquisition date
will be released to and cancelled by the Company. The acquisition
agreement further provides that the Winns, as beneficial owners of the
escrowed shares, are entitled to all voting, dividend and liquidation
rights, preferences and privileges applicable to all of the escrowed
shares, but will be unable to transfer such shares until released from
escrow.
Pursuant to the acquisition agreement, EMA entered into employment
agreements with Robert Winn and Mary Winn relating to their continued
service as executive officers of EMA. Under the terms of the
acquisition agreement, if either of such employment agreements is
terminated by the Company without cause, all shares then maintained
in escrow in the name of the terminated executive officer will be
released and delivered to that person. If either such agreement is
terminated for cause or by the officer, the officer's shares will be
released from escrow according to the above-described schedule.
This escrow arrangement is intended primarily to assure the Company
of a remedy in the event of a claim by the Company to the
indemnification provided by the former EMA shareholders under the
acquisition agreement. Pursuant to the terms of the agreement, any
claim to such indemnification is to be first applied to the escrowed
shares. As of the date hereof, no such claim has been made by the
Company.
Future years' earnings per share calculations will include the shares
released from escrow, if any.
7
<PAGE> 8
OCEAN OPTIQUE DISTRIBUTORS, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is an analysis of the Company's results of operations and
its liquidity and capital resources. To the extent that such analysis contains
statements that are not of a historical nature, such statements are
forward-looking statements, which involve risks and uncertainties. These risks
include: risks of increases in the costs of the Company's products; the
Company's relationships with its suppliers and licensors; risks related to
purchasing inventory from foreign suppliers; the financial condition and
operations of the Company's customers; changes in fashions and preferences of
purchasers of eyewear; competitive and general economic factors in the markets
where the Company's products are manufactured or sold; the impact of, and
changes in, government regulations such as trade restrictions or prohibitions,
or import and other charges and taxes; and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction
with the condensed consolidated financial statements and the related notes
thereto of Ocean Optique Distributors, Inc. and subsidiaries (collectively, the
"Company"), included elsewhere herein.
OVERVIEW
For the quarter ended March 31, 1996, the Company continued to
experience a net loss. During the quarter the Company continued its
assimilation of the business lines acquired in its June 1995 acquisition of
European Manufacturers Agency, Inc. ("EMA"), which, as discussed more fully
below, resulted in increased net sales for the Company, but also contributed
to the Company's lower gross profit margin and higher selling, general and
administrative ("SG&A") expenses for the quarter. The Company is in the process
of reviewing its SG&A expenses in an effort to control such expenses. In an
effort to reduce the Company's inventory levels and increase its cash
position, management has examined closely the Company's excess and slow moving
inventory and has made the decision to increase the reserve for markdowns,
returns and defectives. Management continues to analyze the Company's
operations and goodwill. If losses continue to the same extent as in the
current fiscal year to date, management may determine to take further
write-offs. Management cannot determine at this time the extent of such
write-offs, if any, that may be taken. See "Results of Operations."
During the quarter ended December 31, 1995, the Company's license
agreement with Revlon was renewed for a one-year term ending December 31, 1996.
The license agreement may be renewed for an additional three-year term if
certain criteria are met. No assurance can be given that such criteria will be
met and that therefore such renewals can be negotiated. However, the Company
believes that there would be no material adverse effect on the Company's
long-term future business should the agreement expire and not be renewed.
8
<PAGE> 9
RESULTS OF OPERATIONS - For the nine months ended March 31, 1996 and 1995.
For the nine months ended March 31, 1996, the Company had net sales of
$10,644,836, an increase of $4,004,680 (60.3%) over the same period in 1995.
This increase is attributable to sales by EMA (acquired by the Company in June
1995) totaling $3,106,267 and an $898,413 (13.5%) increase over last year's
core business. The increase in core business was due in a large part to the
addition of new products, new customers, and expanding sales from existing
customers.
The Company's gross profit for the nine months ended March 31, 1996
decreased by $823,588, or 26.0%, when compared to the same period in 1995,
mainly due to additional net reserves of $1,144,500 for markdowns, returns and
defectives ($300,000 of which was taken in the quarter ended December 31, 1995
and the balance of which was taken in the quarter ended March 31, 1996). The
Company's new management team (see "Item 4. Submission of Matters to a Vote of
Security Holders") has determined to increase the reserves for markdowns,
returns and defectives and to focus its efforts on selling excess and slower
moving inventories at reduced prices in order to reduce the Company's inventory
levels. Management believes that the cash generated by these sales will help
lower the Company's borrowings against its line of credit, thereby lowering
interest expense. The Company's gross profit margin decreased from 47.6% for
the nine months ended March 31, 1995 to 22.0% for the nine months ended March
31, 1996, primarily due to the additional net reserves totaling $1,144,500
taken in the December 31, 1995 and March 31, 1996 quarters for markdowns,
returns and defectives. The gross profit margin at EMA is traditionally lower
than the Company's gross profit margin, also contributing to a lower overall
gross margin.
SG&A expenses for the nine months ended March 31, 1996 increased by
$1,203,410 (39.1%) over the same period last year, largely as a result of the
SG&A expenses relating to EMA of $690,583, and to a lesser extent commissions
of $69,986, professional fees of $111,151 and royalties of $107,291. Royalties
increased due to sales increases of licensed products, and an increase in the
minimum royalty to a licensor. SG&A as a percentage of net sales decreased to
40.2% from 46.4% for the nine months ended March 31, 1996 and 1995,
respectively. This decrease is mainly due to the increase in sales volume over
last year.
Beginning with the 1995 fiscal year, the Company has been selectively
purchasing foreign currency in advance of anticipated foreign inventory
purchases in order to stabilize the Company's cost of goods sold. Management
believes at the present time that its current foreign currency holdings are
sufficient for the Company's anticipated inventory purchases for the next nine
months. The Company's advance purchases of foreign currencies, however, may
limit the Company's ability to benefit from further favorable changes in
exchange rates and may not offset the impact of possible future increases in
the prices of inventories purchased. The following are the foreign currencies
held at March 31, 1996 in U.S. dollar equivalent: German mark, $103,303;
Italian lira, $641,486; Japanese yen, $355,422; and French franc, $192,966.
For the nine months ended March 31, 1996 the Company had a net loss of
$2,349,031 compared to a net loss of $108,273 for the same period last year.
This increase in the net loss of $2,240,758 is mainly due to lower gross
margins as discussed above, an increase in SG&A expenses, and an increase in
net interest expense, of $200,834, in the nine month period ended March 31,
1996 versus the same period in 1995. The increase in net interest expense was
due to a higher level of borrowings, less cash available to invest and interest
relating to note payable acquired in the acquisition of EMA.
9
<PAGE> 10
RESULTS OF OPERATIONS - For the three months ended March 31, 1996 and 1995.
For the three months ended March 31, 1996, the Company had net sales
of $3,740,919, an increase of $1,440,873 (62.6%) over the same period in 1995.
This increase is attributable to sales by EMA (acquired by the Company in June
1995) totaling $1,146,215 and a $294,658 (12.8%) increase over last year's core
business. The increase in core business was due in a large part to the increase
in new customers, new products and expanding sales from existing customers.
The Company's gross profit for the three months ended March 31, 1996
decreased by $981,915, or 88.1%, when compared to the same period in 1995,
mainly due to additional reserves of $921,500 for markdowns, returns and
defectives. The Company's new management team (see "Item 4. Submission of
Matters to a Vote of Security Holders") has determined to increase the reserves
for markdowns, returns and defectives and to focus its efforts on selling
excess and slower moving inventories in order to reduce the Company's inventory
levels. Management believes that the cash generated by these sales will help
lower the Company's borrowings against its line of credit, thereby lowering
interest expense. The Company's gross profit margin decreased from 48.5% for
the three months ended March 31, 1995, to 3.5% for the three-month period ended
March 31, 1996.
SG&A for the three months ended March 31, 1996 increased by $410,316
(41.8%) over the same period last year largely as a result of the SG&A expenses
relating to EMA of $222,211 and to a lesser extent professional fees of $43,151
and royalties of $84,291. SG&A as a percentage of net sales decreased to 37.2%
from 42.7% for the three months ended March 1996 and 1995, respectively. This
decrease is mainly due to the increase in sales volume over last year.
For the three months ended March 31, 1996, the Company had a net loss
of $1,409,614 compared to a net profit of $78,783 for the same period last
year. This decrease of $1,488,397 is mainly due to lower gross margins as
discussed above, increase in SG&A expenses, and an increase in net interest
expense of $75,582, for the three-month period ended March 1996 versus the same
period in 1995. The increase in net interest expense was due to a higher level
of borrowings, less cash available to invest and interest relating to a note
payable acquired in the acquisition of EMA.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company's working capital was $4,227,199 and
its current ratio was 1.5:1, as compared to the working capital of $6,157,874
and a current ratio of 1.8:1 as of June 30,1995.
The change in net cash provided by operating activities was primarily
due to the net loss from operations of $2,384,663, depreciation and
amortization (including goodwill) of $324,674, a decrease in short-term
investments of $869,839, an increase in accounts receivable of $391,194 and an
increase in accounts payable and accrued expenses and due to related parties of
$1,263,598. The change in goodwill relates to the adjustment made at June 30,
1995 to reduce the note payable to related party and to reduce goodwill for
the imputed interest on the note. Subsequent to the three months ended March
31, 1996, the Company realized it had amortized goodwill based on a gross
goodwill amount prior to the imputed interest mentioned above. Therefore,
there is an amount added back to goodwill to reflect this change. Societe
Francaise de Lunetterie ("SFL") and
10
<PAGE> 11
D'Arrigo Moda Italia ("Arrigo"), the related parties, are both principal
shareholders of the Company and are major European suppliers of product to the
Company. During the quarter ended March 31, 1996, the Company agreed to
exchange $400,000 of debt to SFL for 246,154 shares of the Company's Common
Stock.
During the Company's 1995 fiscal year, it maintained a $3,500,000 line
of credit agreement with Republic National Bank ("RNB"). As of March 31, 1996,
total available credit under this line was $276,000. Interest on the line of
credit is 3/4% above the prime lending rate. On September 27, 1995 the credit
facility with RNB was renewed through September 1996. In connection with the
renewal, EMA was added to the loan agreement as a co-borrower and the Company
repaid an existing $150,000 line of credit from Barnett Bank.
Management currently believes that cash from operations and from
available credit sources are sufficient for the Company to maintain its
operations at current levels, including the operations acquired in the EMA
acquisition.
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(A) On April 12,1996, the Company held its Annual Meeting of
Shareholders (the "Meeting").
(B) At the Meeting, Bruce Schindler and Robert D. Winn were re-
elected to the Board of Directors and Neil B. Lande was elected
as a new member of the Board. Directors whose terms of office
continued after the Meeting were H. James Daigle, Lee S. Huntley
and Ray Hyman, Jr.
(C) At the Meeting, the following matters were voted upon:
(i) Election of Directors
The following table sets forth the name of each nominee and the voting
with respect to each nominee for director.
Withhold Broker
Name For Authority Non-Votes
Bruce Schindler 1,391,170 465,750 0
Ray Hyman, Sr. 699,138 1,157,782 0
Neil B. Lande 1,391,170 465,750 0
Robert D. Winn 1,391,170 465,750 0
11
<PAGE> 12
Following the Meeting, Ray Hyman, Sr., a veteran of the optical
industry and a founder of the Company, also stepped down as Chief
Executive Officer of the Company. His new role will be senior advisor
to the Board of Directors. Following the Meeting, the Board appointed
Neil B. Lande to serve as Chairman and Chief Executive Officer and
elected Mary S. Winn, currently Vice President of EMA, to fill the
vacancy on the Board.
(ii) Ratification of the appointment of Grant Thornton LLP as
the Company's independent public accountants for the year
ending June 30, 1996.
With respect to the foregoing matter, 1,850,620 shares voted in favor,
5,300 shares voted against and 1,000 shares abstained from voting.
There were no broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits.
27.1 Financial Data Schedule (for SEC use only).
(B) Reports on Form 8-K.
None.
12
<PAGE> 13
OCEAN OPTIQUE DISTRIBUTORS, INC.
AND SUBSIDIARIES
FORM 10-QSB/A
AMENDMENT NO. 1
March 31, 1996
S I G N A T U R E S
In accordance with the requirements of the Exchange Act, the Company
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Ocean Optique Distributors, Inc.
/s/ Kenneth Gordon
----------------------------
By: Kenneth Gordon
Principal Financial and
Accounting Officer
August 7, 1996
----------------------------
Date
13
<PAGE> 14
OCEAN OPTIQUE DISTRIBUTORS, INC.
FORM 10-QSB/A
AMENDMENT NO. 1
March 31, 1996
INDEX TO EXHIBITS
<TABLE>
<CAPTION> SEQUENTIALLY
NUMBERED
EXHIBIT NO. PAGE
- ----------- ------------
<S> <C>
27.1 Financial Data Schedule (for SEC use only)......
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OCEAN OPTIQUE DISTRIBUTORS FOR THE NINE MONTHS ENDED
MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,662
<SECURITIES> 0
<RECEIVABLES> 3,098
<ALLOWANCES> 136
<INVENTORY> 7,453
<CURRENT-ASSETS> 12,652
<PP&E> 885
<DEPRECIATION> 615
<TOTAL-ASSETS> 16,550
<CURRENT-LIABILITIES> 8,425
<BONDS> 0
0
2,624
<COMMON> 6,499
<OTHER-SE> (3,157)
<TOTAL-LIABILITY-AND-EQUITY> 16,550
<SALES> 10,645
<TOTAL-REVENUES> 10,645
<CGS> 8,306
<TOTAL-COSTS> 8,306
<OTHER-EXPENSES> 4,283
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 405
<INCOME-PRETAX> (2,349)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,385)
<EPS-PRIMARY> (1.47)
<EPS-DILUTED> 0
</TABLE>
