As filed with the Securities and Exchange Commission on January 26, 1996
REGISTRATION NO. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SIRCO INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
--------------------------
New York 13-2511270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
24 Richmond Hill Avenue
Stamford, Connecticut 06901
(203) 359-4100
(Address, including zip code, and telephone number,
including area code of principal executive offices)
--------------------------
Joel Dupre
Chairman of the Board and Chief Executive Officer
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
(203) 359-4100
(Name, address, including zip code and telephone number,
including area code, of agent for service)
--------------------------
Copy To:
Eric M. Hellige, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
(212) 421-4100
<PAGE>
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after this registration statement becomes
effective, as determined by market conditions and other factors.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
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 ]
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be being price per offering registration
registered registered share* price* fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $2.25 $225,000 $78
($.10 par value) shares
</TABLE>
- ---------------------------
* Estimated solely for purposes of computing the registration fee and computed
in accordance with Rule 457(c) upon the basis of the closing price per share
of the Registrant's Common Stock as reported on the Nasdaq Small Cap market on
January 24, 1996.
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 the registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
PROSPECTUS SUBJECT TO CORRECTION, DATED JANUARY 26, 1996
SIRCO INTERNATIONAL CORP.
100,000 Shares of Common Stock
(par value $.10 per share)
-----------------------
All of the 100,000 shares of common stock, $.10 par value per share
(the "Common Stock"), of Sirco International Corp. (the "Company") offered
hereby are offered for the account of Joel Dupre, a director, Chairman of the
Board and Chief Executive Officer of the Company (the "Selling Shareholder").
The Selling Shareholder acquired the shares of Common Stock offered hereby in
March 1995. See "Selling Shareholder." The Company will not receive any proceeds
from the sale of such Common Stock by the Selling Shareholder. The 100,000
shares of Common Stock offered hereby are referred to herein as the "Shares."
The Shares may be offered for the account of the Selling Shareholder
from time to time in transactions in the over-the-counter market, or on any
stock exchange on which the shares of Common Stock may be listed at the time of
sale, in negotiated transactions, or through a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices relating to such prevailing market prices, or at
negotiated prices. See "Plan of Distribution."
The aggregate proceeds to the Selling Shareholder from the sale of the
Shares will be the purchase price of the Shares sold less the aggregate agents'
commissions and underwriters' discounts, if any. By agreement, the Company will
pay substantially all of the expenses incident to the registration of the
Shares, except for selling commissions associated with the sale of the Shares,
all of which will be paid by the Selling Shareholder.
Shares of the Common Stock are traded in the Nasdaq Small Cap market
(the "Nasdaq") under the symbol "SIRC." The closing price per share of the
Common Stock, as reported on the Nasdaq on January 24, 1996, was $2.25 per
share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 January __, 1996.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offer made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Shareholder. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy, the securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
TABLE OF CONTENTS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDER
PLAN OF DISTRIBUTION
DESCRIPTION OF SECURITIES TO BE REGISTERED
LEGAL MATTERS
EXPERTS
ADDITIONAL INFORMATION
<PAGE>
AVAILABLE INFORMATION
Sirco International Corp. (together with its subsidiaries, the
"Company") is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, 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 can be
inspected and copied, upon payment of prescribed fees, at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates by writing to the public
reference section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1994, as amended.
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement filed under the Securities Exchange Act, as
amended.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1995, as amended.
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1995.
(5) The Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1995.
(6) The Company's Current Report on Form 8-K with respect to events
occurring on March 20, 1995, as amended.
(7) The Company's Current Report on Form 8-K with respect to events
occurring on April 3, 1995, as amended.
<PAGE>
All documents filed by the Registrant pursuant to Section 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 this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of Regulation S-K of the Commission shall not be deemed specifically
incorporated by reference herein.
Any statement contained herein or 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 the applicable Prospectus Supplement) 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.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner of the securities
offered hereby to whom this Prospectus is delivered, upon written or oral,
request. Requests should be made to Joel Dupre, Chief Executive Officer of the
Company, 24 Richmond Hill Avenue, Stamford, Connecticut 06901 (telephone number:
(203) 359-4100).
THE COMPANY
Sirco International Corp., a New York corporation, and its subsidiaries
(the "Company"), sells, at wholesale, children's bags, tote bags, soft luggage
and related products. The Company sells its products under registered trade
names and trademarked names licensed from others. During its past five fiscal
years, virtually all of the Company's products have been manufactured by foreign
suppliers in accordance with the Company's design specifications. The Company's
imported soft luggage and tote bags are produced by various manufacturers in
Thailand, Taiwan, Hong Kong and the People's Republic of China.
The primary markets for the Company's products are the United States
and Canada. The Company sells to retailers, drug store chains, apparel stores,
large retail chain stores, department stores and other specialty stores.
<PAGE>
The Company was incorporated under the laws of New York on July 22,
1964, its executive offices are located at 24 Richmond Hill Avenue, Stamford,
Connecticut 06901, and its telephone number is (203) 359-4100.
USE OF PROCEEDS
The Shares of Common Stock offered hereby are being registered for the
account of the Selling Shareholder and, accordingly, the Company will not
receive any proceeds from the sale of such Shares.
SELLING SHAREHOLDER
The Selling Shareholder beneficially owns 414,334 shares of Common
Stock, constituting approximately 34.3% of the issued and outstanding shares of
Common Stock at December 31, 1995. By virtue of (i) a Voting Agreement among the
Selling Shareholder, Pacific Million Enterprise, Ltd., a Hong Kong corporation
("Pacific"), Cheng-Sen Wang ("Wang") and Albert H. Cheng ("Cheng"), pursuant to
which the Selling Shareholder was granted the right to exercise sole voting
control over the 133,333, 88,889 and 44,444 shares of Common Stock owned by
Pacific, Wang, and Cheng, respectively and (ii) options granted by Pacific and
Cheng to the Selling Shareholder to purchase the 133,333 and 44,444 shares of
Common Stock owned by Pacific and Cheng, respectively, the Selling Shareholder
may be deemed to beneficially own an aggregate of 681,000 shares of Common
Stock, constituting approximately 56.3% of the issued and outstanding shares of
Common Stock at December 31, 1995.
The Selling Shareholder acquired the Shares of Common Stock in March
1995 pursuant to the terms of a stock purchase agreement, dated as of March 20,
1995 (the "Stock Purchase Agreement"). While the Shares are not subject to any
registration rights under the Stock Purchase Agreement, the Selling Shareholder
has requested, and the Company has determined, that it is in the best interest
of the Company to register the Shares under the Securities Act, of 1933, as
amended (the "Securities Act"), and to bear the expenses of such registration
(other than selling commissions and fees and expenses of counsel and other
advisors to the Selling Shareholder, if any).
<PAGE>
Assuming the Selling Shareholder sells all 100,000 of the Shares
offered hereby, the number of shares of Common Stock beneficially owned by the
Selling Shareholder (including the shares of Common Stock held by Pacific, Wang
and Cheng, as described above) would equal 581,000, constituting approximately
48.0% of the issued and outstanding shares of Common Stock at December 31, 1995.
PLAN OF DISTRIBUTION
The sale of shares of Common Stock by the Selling Shareholder may be
effected from time to time directly or by one or more broker-dealers or agents,
in one or more transactions (which may involve crosses and block transactions)
in the over-the-counter market, or on any stock exchange on which shares of
Common Stock may be listed at the time of sale, in negotiated transactions, or
through a combination of such methods of distribution, at fixed prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
Common Stock, they may do so by purchasing the Common Stock as principals or by
selling the Common Stock as agent for the Selling Shareholder. Any such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholder and/or the purchasers of the shares of
Common Stock for which such broker-dealer may act as agent or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer may
be in excess of customary compensation).
The Selling Shareholder may effect such transactions by selling the
Shares of Common Stock to or through broker-dealers who may receive compensation
in the form of discounts, concessions, or commissions from the Selling
Shareholder and/or the purchasers of the shares of Common Stock (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). Any broker-dealer acquiring shares of Common Stock from the
Selling Shareholder may sell such shares in its normal market making activities,
through other brokers on a principal or agency basis, in negotiated
transactions, or through a combination of such methods.
The Selling Shareholder and any broker-dealers acting in connection
with the sale of shares of the Common Stock hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit realized by them on the resale
of shares of Common Stock as principals may be deemed underwriting compensation
under the Securities Act.
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED
The authorized capital stock of the Company consists of
10,000,000 shares of Common Stock, par value $.10 per share, and 1,000,000
shares of preferred stock, par value $.10 per share (the "Preferred Stock"). At
December 31, 1995, 1,209,700 shares of Common Stock were issued and outstanding;
no shares of Preferred Stock are outstanding as of the date hereof.
Each outstanding share of Common Stock will entitle the holder to one
vote on all matters presented to shareholders for a vote. Holders of shares of
Common Stock will have no preemptive, subscription or conversion rights. All
shares of Common Stock to be outstanding following this offering will be duly
authorized, fully paid, and nonassessable. Distributions may be paid to the
holders of shares of Common Stock if and when declared by the Board of Directors
of the Company out of funds legally available therefor. The Company has not
declared any cash dividends during the past fiscal year with respect to its
Common Stock. The declaration by the Company of any cash dividends in the future
will depend upon the determination of the Company's Board of Directors as to
whether, in light of the Company's earnings, financial position, cash
requirements and other relevant factors existing at the time, it appears
advisable to do so.
If the Company is liquidated, subject to the right of any holders of
Preferred Stock to receive preferential distribution, each outstanding share of
Common Stock will be entitled to participate pro rata in the assets remaining
after payment of, or adequate provision for, all known debts and liabilities of
the Company.
The holders of a majority of the outstanding shares of Common Stock
constitute a quorum at any meeting of the shareholders. Directors of the Company
are elected by a plurality of the votes cast at a meeting of shareholders. The
Common Stock does not have cumulative voting rights; therefore, the holders of a
majority of the outstanding shares of Common Stock can elect all directors of
the Company. In general, shareholder action other than the election of directors
must be authorized by a majority of the votes cast at a meeting of shareholders.
However, the Business Corporation Law of the State of New York (the "BCL")
provides that certain extraordinary matters, such as a merger or consolidation
in which the Company is a constituent corporation, a sale or other disposition
of all or substantially all of the Company's assets, and the dissolution of the
Company, require the vote of the holders of two-thirds of all outstanding voting
shares. Most amendments to the Company's Certificate of Incorporation require
the vote of the holders of a majority of all outstanding voting shares.
<PAGE>
Under the Company's Certificate of Incorporation, as amended, shares of
Preferred Stock can be issued from time to time in one or more series as
determined by the Board of Directors. The Board of Directors is authorized to
fix by resolution as to any series the designation and number of shares of the
series, the voting rights, the dividend rights, the redemption price, the amount
payable upon liquidation or dissolution, the conversion rights, and any other
designations, preferences or special rights or restrictions as may be permitted
by law. Unless the nature of a particular transaction and the rules of law
applicable thereto require such approval, the Board of Directors has the
authority to issue these shares of Preferred Stock without shareholder approval.
The Company has no present plans, arrangements, commitments or understandings
regarding the issuance of any shares of Preferred Stock.
The Board of Directors is able to issue authorized and unissued shares
of one or more new series of Preferred stock with such voting, conversion,
liquidation, redemption and other rights as the Board determines in its sole
discretion without further shareholder action. Any issuance of shares of
Preferred Stock could have the effect of diluting the earnings per share and
book value of existing shares of Common Stock. Because the Board of Directors
has the authority to fix the voting rights to be accorded to any series of
Preferred Stock, the holders of shares of a new series of Preferred Stock could
be entitled to vote separately as a class in connection with the approval of
certain extraordinary corporate transactions in circumstances where New York law
does not require such class vote, or might be given a disproportionately large
number of votes. The issuance of shares of Preferred Stock could also result in
a class of securities outstanding that would have certain preferences (for
example, with respect to dividends or liquidation), or would enjoy certain
voting rights in addition, to those of the Common Stock.
Although the Company currently has no such intention, authorized but
unissued shares of Preferred Stock could be used to make more difficult a change
in control of the Company. Any issuance of shares of Preferred Stock could
dilute the stock ownership of persons seeking to gain control of the Company.
Shares of a new series of Preferred Stock could also be convertible into a large
number of shares of Common Stock or have other terms which might make more
difficult or costly the acquisition of a controlling interest in the Company.
Under certain circumstances, such shares could be used to create voting
impediments or to frustrate persons attempting to effect a takeover or otherwise
gain control of the Company. Such shares could be privately placed with
purchasers who might side with the Board of Directors in opposing a hostile
takeover bid. In addition, the Board of Directors could authorize holders of a
series of Preferred Stock to vote as a class, either separately or with the
holders of the Common Stock, on any merger, sale or exchange of assets by the
Company or any other extraordinary corporate transactions. The ability of the
Board of Directors to take such actions might be considered as having an effect
of discouraging any attempt by another person or entity to acquire control of
the Company.
<PAGE>
The registrar and transfer agent for the Company's Common Stock is
Registrar and Transfer Company.
LEGAL MATTERS
Certain legal matters in connection with this offering, including the
validity of the issuance of the shares of Common Stock offered hereby, will be
passed upon for the Company by Pryor, Cashman, Sherman & Flynn, New York, New
York.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended November 30, 1994, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference which is
based in part on the report of Deloitte & Touche, Chartered Accountants. The
financial statements referred to above are included in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the shares of Common Stock
offered hereby. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
Estimated expenses to be paid by the Company in connection with the
issuance and distribution of the securities being registered are as follows:
Registration Fee $ 78
Legal Fees and Expenses 5,000
Accounting Fees and Expenses 3,000
Miscellaneous 0
------
Total $8,078
ITEM 15. Indemnification of Directors and Officers
Reference is made to Sections 721 through 725 of the Business
Corporation Law of the State of New York (the "BCL"), which provides for
indemnification of directors and officers of New York corporations under certain
circumstances.
Section 722 of the BCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, in connection with actions or proceedings, whether civil or
criminal (other than an action by or in the right of the corporation, a
"derivation action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to amounts paid in settlement and reasonable expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute does not apply in respect of a threatened action, or a
pending action that is settled or otherwise disposed of, and requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides that Article 7 of the BCL is not exclusive of other indemnification
that may be granted by a corporation's certificate of incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.
<PAGE>
Article XII of the Registrant's by-laws requires the Registrant to
indemnify its officers and directors to the fullest extent permitted under the
BCL. Article XII of the Registrant's by-laws further provides that no director
of the Registrant shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except that no indemnification shall be made in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed of, or (2)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Registrant unless and only to the extent that the court in
which such action or suit was brought or, if no action was brought, any court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such portion of the settlement and expenses as the court deems
proper.
Section 402(b) of the BCL provides that a corporation's certificate of
incorporation may include a provision that eliminates or limits the personal
liability of the corporation's directors to the corporation or its shareholders
for damages for any breach of a director's duty, provided that such provision
does not eliminate or limit (1) the liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that the director personally gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's acts violated Section 719 of the BCL, or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the BCL. Article Sixth of the Registrant's Certificate of
Incorporation, as amended, provides that no director of the Registrant shall be
liable to the Registrant or its shareholders for any breach of duty in such
capacity except as provided in Section 402(b) of the BCL.
Any amendment to or repeal of the Registrant's Certificate of
Incorporation or by-laws shall not adversely affect any right or protection of a
director or officer of the Registrant for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment or
repeal.
The Registrant maintains directors and officers insurance which,
subject to certain exclusions, insures the directors and officers of the
Registrant against certain losses which arise out of any neglect or breach of
duty (including, but not limited to, any error, misstatement, act, or omission)
by the directors or officers in the discharge of their duties, and insures the
Registrant against amounts which it has paid or may become obligated to pay as
indemnification to its directors and/or officers to cover such losses.
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, the Registrant 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.
<PAGE>
Item 16. Exhibits
Exhibit No. Description
----------- -----------
4.1 Form of Common Stock certificate
5.1 Opinion of Pryor, Cashman, Sherman &
Flynn
23.1 Consent of Pryor, Cashman, Sherman &
Flynn (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte & Touche
24 Powers of Attorney (included in the
signature page of this
Registration Statement)
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;
(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 (1)(i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 15 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York on this __ day of
January, 1996.
SIRCO INTERNATIONAL CORP.
By: /s/ Joel Dupre
----------------------------------
Joel Dupre
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Joel
Dupre, Eric M. Hellige and Gandolfo Verra, and each of them singly, his true and
lawful attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate, and generally to do
all such things in the name and on behalf of such person, in the capacities
stated below, to enable the Registrant to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming the signature of such
person as may be signed by said attorneys-in-fact, or any one of them, to any
and all amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board
/s/Joel Dupre and Chief Executive
--------------------------- Officer January 25, 1996
Joel Dupre
/s/Gandolfo Verra Controller and
--------------------------- Assistant Secretary January 25, 1996
Gandolfo Verra
/s/Eric Smith
--------------------------- Director January 25, 1996
Eric Smith
/s/Eric M. Hellige
--------------------------- Director January 25, 1996
Eric M. Hellige
/s/Ian Mitchell
--------------------------- Director January 25, 1996
Ian Mitchell
/s/Douglas Turner
--------------------------- Director January 16, 1996
Douglas Turner
/s/Paul Riss
--------------------------- Director January 25, 1996
Paul Riss
</TABLE>
EXHIBIT 5
<PAGE>
January 26, 1996
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement"), to be filed by you with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 100,000 shares (the "Shares"), $.10 par value per Share, of the
Common Stock of Sirco International Corp. (the "Company"), for resale by Joel
Dupre, Chief Executive Officer of Sirco.
We are qualified to practice law in the State of New York. We express
no opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York and the federal laws of the United
States of America.
We have examined such documents as we considered necessary for the
purposes of this opinion. Based on such examination, it is our opinion that the
Shares have been duly authorized are legally issued, fully-paid and
non-assessable under the laws of the State of New York (the state of
incorporation of the Company).
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Pryor, Cashman, Sherman & Flynn
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of Sirco
International Corp. for the registration of 100,000 shares of its common stock
and to the incorporation by reference therein of our report dated February 17,
1995, with respect to the consolidated financial statements and schedule of
Sirco International Corp. included in its Annual Report (Form 10-K) for the year
ended November 30, 1994, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
January 25, 1996
EXHIBIT 23.2
<PAGE>
Deloitte &
Touche
- ----------
[GRAPHIC -- LOGO]
Chartered Accountants
-------------------------------------------------------
1 City Centre Drive Telephone: (905) 803-5100
Suite 1100 Facsimile: (905) 803-5101
Mississauga, Ontario L5S 1M2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated December 23, 1994 appearing on page 25
of Sirco International Corp.'s Annual Report on Form 10-K for the fiscal year
ended November 30, 1994.
/s/DELOITTE & TOUCHE LLP
Chartered Accountants
January 22, 1996
