As filed with the Securities and Exchange Commission on January 10, 1997
REGISTRATION NO. 333-____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
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 of Principal Executive Offices)
--------------------------
SIRCO INTERNATIONAL CORP.
1995 STOCK OPTION PLAN
(Full Title of the Plan)
--------------------------
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 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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Maximum
Proposed
Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Offering Offering Registration
to be Registered Registered (1) Price Per Share(2) Price(2) Fee
---------------- -------------- ------------------ -------- ---
<S> <C> <C> <C> <C>
Common Stock, 200,000 $4-13/16 $962,500 $292,000
$.10 par value
</TABLE>
(1) All of the securities registered hereunder are issuable under the Sirco
International Corp. 1995 Stock Option Plan, as amended (the "Plan"). This
Registration Statement also includes 200,000 shares of Common Stock, par value
$.10 per share (the "Common Stock"), of Sirco International Corp. (together with
its subsidiaries, the "Company"). A registration fee of $151 was paid with
respect to these shares with the filing of the Company's Registration Statement
on Form S-8, Registratation No. 333-637, filed with the Securities and Exchange
Commission (the "Commission") on February 1, 1996. Pursuant to Rule 416, an
indeterminate number of shares of Common Stock that may become issuable pursuant
to antidilution provisions of the Plan are also being registered.
(2) Pursuant to Rule 457(h), the offering price for these shares is estimated
solely for the purpose of determining the registration fee and represents the
average of the high and low prices per share of the Common Stock as reported by
Nasdaq for trading on January 8, 1997.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8 under the Securities Act,
this Registration Statement incorporates by reference the Company's Registration
Statement on Form S-8, Registration No. 333-637, filed with the Commission on
February 1st, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Commission by the Registrant (File No. 0-4465) are incorporated by reference in
this Registration Statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, as amended.
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under the Securities Exchange Act, as
amended.
(3) Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1996, as amended.
(4) Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996.
(5) Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1996.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
effective date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and be a
part hereof from the date of filing of such documents.
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 Registration Statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The authorized capital stock of the Registrant 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, 1996, 1,309,700 shares of Common Stock were issued and outstanding; no
shares of Preferred Stock are outstanding as of the date hereof.
<PAGE>
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 Registrant out of funds legally available therefor. The Registrant has
not declared any cash dividends during the past fiscal year with respect to its
Common Stock. The declaration by the Registrant of any cash dividends in the
future will depend upon the determination of the Registrant's Board of Directors
as to whether, in light of the Registrant's earnings, financial position, cash
requirements and other relevant factors existing at the time, it appears
advisable to do so.
If the Registrant 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 Registrant.
The holders of a majority of the outstanding shares of Common Stock
constitute a quorum at any meeting of the shareholders. Directors of the
Registrant 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 Registrant. 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 Registrant is a constituent
corporation, a sale or other disposition of all or substantially all of the
Registrant's assets, and the dissolution of the Registrant, require the vote of
the holders of two-thirds of all outstanding voting shares. Most amendments to
the Registrant's Certificate of Incorporation require the vote of the holders of
a majority of all outstanding voting shares.
Under the Registrant'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 Registrant 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
<PAGE>
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 Registrant 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 Registrant. Any issuance of shares of Preferred Stock could
dilute the stock ownership of persons seeking to gain control of the Registrant.
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 Registrant.
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 Registrant. 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
Registrant 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 Registrant.
The registrar and transfer agent for the Registrant's Common Stock is
Registrar and Transfer Company.
Item 5. Interests of Named Experts and Counsel.
Eric M. Hellige, a director of the Registrant, is a member of Pryor,
Cashman, Sherman & Flynn, counsel to the Registrant.
Item 6. 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
<PAGE>
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.
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 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Pryor, Cashman, Sherman & Flynn
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
23.2 Consent of Pryor, Cashman, Sherman &
Flynn (included as part of Exhibit 5.1)
23.3 Consent of Ernst & Young LLP
23.4 Consent of Deloitte & Touche
24 Powers of Attorney (included in the
signature page of this Registration
Statement)
Item 9. 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.
<PAGE>
(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 6 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>
EXPLANATORY NOTE
This Registration Statement includes or is deemed to include two forms
of prospectuses: one to be sent or given to participants (the "Employee
Prospectus") in the Plan pursuant to Part I of Form S-8 and Rule 428(b)(1) under
the Securities Act, and one to be used in connection with certain reoffers and
resales (the "Resale Prospectus") of shares of Common Stock by participants in
the Plan as contemplated by Instruction C to Form S-8 under the Securities Act.
The form of Employee Prospectus has been omitted from this Registration
Statement as permitted by Part I of Form S-8. The form of Resale Prospectus is
included herein immediately following this page.
<PAGE>
PROSPECTUS
SIRCO INTERNATIONAL CORPORATION
400,000 Shares of Common Stock
(par value $.10 per share)
This Prospectus relates to 400,000 shares of common stock, par value
$.10 per share (the "Common Stock"), of Sirco International Corp., a New York
corporation (together with its subsidiaries the "Company"), which may be
reoffered and sold from time to time by the selling shareholders described
herein (the "Selling Shareholders"). The shares of Common Stock are issuable to
the Selling Shareholders pursuant to options (the "Options") granted and to be
granted pursuant to the Sirco International Corp. 1995 Stock Option Plan, as
amended (the "Plan"). If Options are granted to Selling Shareholders after the
date of this Prospectus, the Company intends to distribute a Prospectus
Supplement as required by Rule 424(b) of the Securities Act. Such Prospectus
Supplement will disclose the names of the Selling Shareholders to whom such
Options were granted and the number of shares of Common Stock to be reoffered
and sold by them.
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock by the Selling Shareholders. All expenses of registration
incurred in connection with this offering are being borne by the Company. All
selling and other expenses incurred by the Selling Shareholders in connection
with the sale of the shares of Common Stock will be borne by the Selling
Shareholders. The Company is not aware of any underwriting arrangements with
respect to the sale of any of the shares of Common Stock by the Selling
Shareholders.
The shares of Common Stock may be offered by or for the account of the
Selling Shareholders 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 related to such prevailing market
prices, or at negotiated prices. See "Plan of Distribution."
The Selling Shareholders 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
Shareholders 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 a 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. See "Selling Shareholders" and "Plan of
Distribution."
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 8, 1997, was $4-13/16 per
share.
<PAGE>
- --------------------------------------------------------------------------------
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 10, 1997.
<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 any 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 SHAREHOLDERS
PLAN OF DISTRIBUTION
DESCRIPTION OF SECURITIES TO BE REGISTERED
LEGAL MATTERS
EXPERTS
ADDITIONAL INFORMATION
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission (the
"Commission") covering the Common Stock ofered hereby. As permitted by the rules
and regulations of the Commission, this Prospetus omits certain information,
exhibits and undertakings contained in the registration Statement. For further
information pertaining to the securities hereby, reference is made to the
Registration Statement, including exhibits filed as a part thereof.
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 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. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.
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, 1995, as amended.
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement filed under the Exchange Act, as amended.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1996, as amended.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996.
(5) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1996.
<PAGE>
All documents filed by the Company 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
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.
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
accounts of the Selling Shareholders and, accordingly, the Company will not
receive any proceeds from the sale of such shares.
<PAGE>
SELLING SHAREHOLDERS
The shares of Common Stock offered by this Prospectus are to be
acquired by directors and/or officers of the Company (the "Selling
Shareholders") pursuant to the Company's 1995 Stock Option Plan. The Selling
Shareholders will receive all of the net proceeds from the sale of the shares of
Common Stock offered hereby.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by the Selling Shareholders
as of December 31, 1996. As of December 31, 1996, there were 1,309,700 shares of
Common Stock outstanding. The number of shares of Common Stock outstanding will
not change as a result of the offering, nor will the number of shares owned or
percentage of ownership of any persons other than the Selling Shareholders
change as a result thereof. There is no assurance that any of the Selling
Shareholders will offer for sale or sell any or all of the Common Stock offered
by them pursuant to this Prospectus.
<TABLE>
<CAPTION>
Name Number of Percent Percent
and Shares of Class Number of Shares to of Class
Position Owned Owned Shares be Owned Owned
with Prior to Prior to Registered After After
Company Offering Offering Hereby Offering Offering
- ------- -------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Joel Dupre 723,000 (1) 53.6% 40,000 683,000 (1)(4) 50.6%
Paul Riss 45,000 (2) (3) 45,000 0 (4) 0
Eric Smith 17,500 (2) (3) 17,500 0 (4) 0
</TABLE>
- -----------
(1) Includes 266,666 shares for which Mr. Dupre has the right to exercise sole
voting control pursuant to a Voting Agreement; Mr. Dupre has an option to
purchase 177,777 of the shares pursuant to an Option Agreement. Includes
40,000 shares of Common Stock subject to options granted under the Plan.
(2) Consists of shares of Common Stock subject to options granted under the
Plan.
(3) Less than one percent of the number of outstanding shares of Common Stock
at December 31, 1996.
(4) Assumes all shares registered hereunder will be sold.
PLAN OF DISTRIBUTION
The sale of shares of Common Stock by the Selling Shareholders 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.
<PAGE>
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 Shareholders. Any such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders 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 Shareholders 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
Shareholders 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 a 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 Shareholders 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.
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, 1996, 1,309,700 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.
<PAGE>
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.
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
<PAGE>
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.
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, 1995, have
been audited by Nussbaum Yates & Wolpow, P.C 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 consolidated financial statements of the Company at November
30, 1994 and for the years ended November 30, 1994 and 1993 have been audited by
Ernst & Young LLP, Independent auditors, as set forth in their report thereon
incorporated by reference herein, 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 Securities and Exchange Commission a
Registration Statement on Form S-8 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>
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
of the requirements for filing on Form S-8 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 7th day of
January 1997.
SIRCO INTERNATIONAL CORP.
By: /s/Joel Dupre
--------------------------------
Joel Dupre
Chairman of the Board and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Joel
Dupre, Eric M. Hellige and Paul Riss, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board
/s/Joel Dupre and Chief Executive
--------------------------- Officer January 7, 1997
Joel Dupre
/s/Paul Riss Director and
--------------------------- Chief Financial Officer January 7, 1997
Paul Riss
/s/Eric Smith
--------------------------- Director January 7, 1997
Eric Smith
/s/Eric M. Hellige
--------------------------- Director January 7, 1997
Eric M. Hellige
</TABLE>
EXHIBIT 5
<PAGE>
LAW OFFICES
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, NY 10022
January 7, 1997
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
Gentlemen:
We refer to the Registration Statement on Form S-8 (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 200,000 shares (the "Shares"), par value $.10 per share, of the
Common Stock of Sirco International Corp. (the "Company"), for delivery under
the Company's 1995 Stock Option Plan, as amended (the "Plan").
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 and, upon issuance in accordance with the Plan,
will be 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-8) and related prospectus of Sirco International
Corp. for the registration of 200,000 shares of its common stock and the
incorporation by reference therein of our report dated February 12, 1996, except
for Note 15, as to which the date is September 10, 1996, with respect to the
consolidated financial statements and schedules of Sirco International Corp.
included in its Annual Report (Form 10-K) for the year ended November 30, 1995,
filed with the Securities and Exchange Commission.
/s/Nussbaum Yates & Wolpow, P.C.
Melville, New York
January 10, 1997
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related prospectus of Sirco International
Corp. for the registration of 200,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 17, 1996, 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, 1995, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
--------------------
ERNST & YOUNG LLP
New York, New York
January 10, 1997
EXHIBIT 23.3
<PAGE>
Deloitte &
Touche
- ----------
[GRAPHIC -- LOGO]
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 reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related prospectus of Sirco International
Corp. for the registraton of 200,000 shares of its common stock and the
incorporation by reference therein of our report dated December 18, 1995, except
for Note 10 as to which the date is September 10, 1996 with respect to the
financial statements of Sirco International (Canada) Limited for the year ended
November 30, 1995 an November 30, 1994 accompanying the consolidated statements
and schedules of Sirco International Corp. included in its Annual Report (Form
10-K) for the year ended November 30, 1995, filed with the Securities and
Exchange Commission.
/s/DELOITTE & TOUCHE
Chartered Accountants
January 10, 1997
