As filed with the Securities and Exchange Commission on April 28, 1997
Registration No. 333-
================================================================================
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 Registrant's 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
Approximate date of commencement of proposed sale of the securities to
the public: As soon as possible after this Registration Statement becomes
effective.
<PAGE>
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please 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, please check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
-------------------------
<TABLE>
<CAPTION>
Calculation Of Registration Fee
========================================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Each Class of Amount to Price Per Offering Amount of
Securities to be Registered be Registered Share* Price* Registration Fee
============================================ ===================== ================ ================ ===================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............... 670,000 shares $ 11.94 $ 7,999,800 $ 2,425
========================================================================================================================
</TABLE>
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*Calculated in accordance with Rule 457(c) solely for the purpose of calculating
the registration fee (based on the closing price per share of the Registrant's
Common Stock as reported on the NASDAQ Small Cap market on April 21, 1997.)
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 this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 28, 1997
PROSPECTUS
670,000 Shares
SIRCO INTERNATIONAL CORP.
Common Stock
---------------------
This Prospectus relates to the offering by the Shareholders named
herein (the "Selling Shareholders") of up to 670,000 shares of common stock, par
value $.10 per share (the "Common Stock"), of Sirco International Corp. (the
"Company"). The Company will not receive any proceeds from the sale of shares of
Common Stock by the Selling Shareholders. The Common Stock is traded on the
NASDAQ Small Cap market under the symbol "SIRC." The last reported high and low
trade prices for the Common Stock on April 21, 1997, were $12.25 and $11.625 per
share, respectively.
The sale of Common Stock by the Selling Shareholders may be sold from
time to time directly or by pledgees, donees, transferees or other successors in
interest 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. The
shares of Common Stock may be sold by one or more of the following methods,
without limitation: (a) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (d) face-to-face transactions between
the Selling Shareholders and purchasers without a broker-dealer. In effecting
sales, brokers or dealers engaged by the Selling Shareholders may arrange for
other brokers or dealers to participate. Such brokers or dealers may receive
commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, in connection with such
sales. In addition, any securities covered by this Prospectus that qualify for
sale pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to
this Prospectus.
The aggregate proceeds to the Selling Shareholders from the sale of the
shares of Common Stock offered hereby will be the purchase price of the shares
of Common Stock 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 of Common Stock, except for
selling commissions associated with the sale of such shares, all of which will
be paid by the Selling Shareholders.
SEE "RISK FACTORS" AT PAGE 6 OF THIS PROSPECTUS
- --------------------------------------------------------------------------------
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AND 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 ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
- --------------------------------------------------------------------------------
The date of this Prospectus is ______, 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 the Selling Shareholders. 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.
AVAILABLE INFORMATION
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"). The Registration Statement, the exhibits and schedules
forming a part thereof and the reports, proxy statements and other information
filed by the Company with the Commission, 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.
The Company has filed with the Commission a registration statement (the
"Registration Statement") (of which this Prospectus is a part) under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. 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 other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company, reference is hereby made
to the Registration Statement and such exhibits and schedules which may be
obtained from the Commission at its principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission.
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, 1996; and
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended February 28, 1997.
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.
2
<PAGE>
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 Paul Riss, Chief Financial Officer of the
Company, 24 Richmond Hill Avenue, Stamford, Connecticut 06901 (telephone number:
(203) 359-4100).
3
<PAGE>
THE COMPANY
The Company designs, manufacturers and markets a broad line of soft
luggage, sports bags, backpacks, children's bags, tote bags and related
products. The Company's strategy is to produce a diverse line of high quality,
fashionable products at competitive prices. The Company believes its ability to
merchandise high quality products is facilitated by its creative design,
manufacturing and sourcing capabilities.
The Company sells its products under many trade names, including "Cross
Trainer," "Sirco Kids," and "Mondo," all of which are registered. In addition,
the Company sells its products under certain trademarked names licensed from
others, including "Cherokee," "Dunlop," "Generra," "Gold's Gym," "Hedgren,"
"Perry Ellis" and "Skechers". The Company also designs and manufactures soft
luggage and sports bags on a contract basis for unaffiliated retailers.
Virtually all of the Company's products are manufactured by foreign
suppliers in accordance with the Company's design specifications. During the
fiscal year ended November 30, 1996, approximately 64% of the Company's products
were manufactured in the People's Republic of China. The primary markets for the
Company's products are the United States and Canada.
The Company sells its products primarily to large national retail chain
stores, including Target, Sears, Kmart and Wal-Mart, and to regional discount
store chains, such as ShopKo, Bradlees and Caldor. The Company also sells to
department stores and other specialty stores, including J.C. Penney,
Bloomingdale's, and Mervyn's, and to apparel chain stores, such as TJ
Maxx/Marshall's and Ross Stores. The Company also sells its products to sporting
goods retailers, such as The Sports Authority, and to warehouse clubs, such as
Price Costco. The loss by the Company of several of these customers would have
an adverse effect on the Company's profitability. However, the Company believes
that these customers, if lost, could be partially, if not completely, replaced
by others.
During the fiscal years ended November 30, 1996, 1995 and 1994, sales
to Target represented approximately 19%, 25% and 22%, respectively, of net sales
and sales to Kmart represented approximately 11% of net sales in fiscal 1996. No
other customer accounted for more than 10% of net sales in any of such fiscal
years.
The Company currently maintains showrooms in New York City and Ontario,
Canada. The Company solicits business directly from its customers, using the
services of both full-time sales persons and independent sales representatives.
The independent sales representatives represent a number of manufacturers or
wholesalers other than the Company, and are compensated on a commission basis,
typically pursuant to the terms of a non-exclusive sales representative
contract. The Company fills orders on the terms and conditions of standard
purchase orders it receives from customers.
After extensive negotiations with FILA Sport S.p.A. ("Fila"), in
February 1996, the Company and FILA entered into an agreement pursuant to which
the Company ceased shipping FILA product under a non-exclusive license with FILA
during fiscal 1996. Net sales of the FILA product for the fiscal years ended
November 30, 1996, 1995 and 1994 were approximately $8,584,000 (including
approximately $482,000 sold to FILA), $5,314,000, and $1,357,000, respectively,
or 30.9%, 21.4% and 4.9%, respectively, of the Company's total net sales.
Although the loss of the ability to sell products bearing the FILA trademark may
have an adverse effect on the Company's results of operations through the fiscal
quarter ending August 31, 1997, the Company expects that a significant portion
of the sales of FILA product in fiscal 1996, will be replaced in fiscal 1997
with the sales of products bearing the "Perry Eillis," "Skechers," or "Hedgren"
labels. However, future net sales could be negatively impacted if sales from new
licenses or increases in sales under the existing licenses do not replace the
sales of FILA product.
During fiscal 1996, the Company received notification from Airway
Industries Inc. ("Airway") that Airway would not renew its license agreement
with the Company pursuant to which Sirco International (Canada) Limited, the
Company's Canadian subsidiary ("Sirco Canada"), was granted an exclusive license
to sell in Canada, luggage and luggage related products under the trade names
"Atlantic" and "Oleg Cassini" through December 31, 1996. During the fiscal years
ended November 30, 1996, 1995 and 1994, sales of Atlantic product approximated
$5,782,000, $3,571,000, and $1,190,000, respectively, which represented
approximately 20.8%, 14.4% and 4.3%, respectively, of the
4
<PAGE>
Company's total net sales for those periods, and approximately 95.4%, 97.6% and
85.2%, respectively, of the total net sales of Sirco Canada for those periods.
Sirco Canada earned approximately $434,000 and $269,000 in the fiscal years
ended November 30, 1996 and 1995, respectively, and had a net loss of
approximately $122,000 in the fiscal year ended November 30, 1994. In addition,
following receipt of notification from Airway and Douglas Turner, then the
President of Sirco Canada and a Director of the Company, that Airway and Mr.
Turner had mutually agreed to Airway's future employment of Mr. Turner in its
efforts to distribute directly its products in Canada, the Company terminated
its employment of Mr. Turner in September 1996.
The Company believes that the loss of the Airway license agreement may
have an adverse effect on the Company's results of operations for the fiscal
year ending November 30, 1997. However, the Company has made a significant
reduction in the fixed overhead of Sirco Canada, and in December 1996, leased
substantially all of its warehouse to three tenants, and hired a new president.
The Company believes that the sales in Canada of the Atlantic product can be
replaced over the next two years by sales of other licensed products, including
products bearing the recently licensed "Perry Ellis," "Skechers" and "Hedgren"
names or logos.
The Company has not declared any cash dividends during the past fiscal
year with respect to the 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. The Company's current financing arrangements contain
certain restrictions regarding the payment of dividends.
The Company was incorporated under the laws of New York on July 22,
1964. The executive offices of the Company are located at 24 Richmond Hill
Avenue, Stamford, Connecticut 06901, and its telephone number at that address is
(203) 359-4100.
5
<PAGE>
RISK FACTORS
The purchase of the Company's Common Stock involves a high degree of
risk, including, but not necessarily limited to, the risks described below:
Reliance on License Agreements. Sales of licensed products accounted
for approximately 83%, 65% and 49% of the Company's net sales during fiscal
1996, 1995 and 1994, respectively. Sales of products developed and sold under
the Company's license from Fila Sport S.p.A. ("Fila") accounted for
approximately 30.9%, 21.4% and 4.9% of the Company's total net sales in fiscal
1996, 1995 and 1994, respectively. Sales of products developed and sold under
the Company's license from Airway Industries Inc. ("Airway") accounted for
approximately 20.8%, 14.4% and 4.3% of the Company's' total net sales in fiscal
1996, 1995 and 1994, respectively. The Company's licenses with Fila and Airway
were terminated in 1996. See "The Company." Although the Company has entered
into new license agreements to develop and sell products bearing the "Perry
Ellis," "Sketchers" and "Hedgren" names and logos, there can be no assurance
that the Company will be able successfully to develop and sell products under
these licenses in sufficient quantity to replace the product sales under the
Company's former Fila and Airway licenses. In addition, there can be no
assurance that the Company will be able to procure new license agreements or
renew existing license agreements on commercially reasonable terms, or that
existing licenses will not be terminated. The Company's license agreements limit
both the products that can be manufactured thereunder and the territory and
market in which such products may be marketed. Certain of the Company's license
agreements require licensor approval before merger, reorganization, certain
management changes or assignment of the license, which restrictions could affect
the growth of the Company. In addition, the Company's licensors typically have
the right to approve, in their sole discretion, the products developed by the
Company and the third party manufacturers of such product. Obtaining such
approval may be time consuming and could adversely affect the timing of the
introduction of new products.
Consumer Preferences; New Product Introduction. As a result of changing
consumer preferences, some of the Company's products may be successfully
marketed for only one or two years. There can be no assurance that any of the
Company's products or any of the Company's product lines will continue to be
popular. The Company has recently introduced its "Perry Ellis," "Sketchers" and
"Hedgren" product lines. There can be no assurance that any of these new product
lines will be successful or that any new products or product lines will be
successful. The Company's products compete with other similar products for
retail shelf space. There can be no assurance that shelf space in retail stores
will be available to support the Company's existing products or the expansion of
the Company's products and product lines.
Dependence on Key Personnel. The Company's future success will be
highly dependent on the continued efforts of Joel Dupre, Chairman of the Board
and Chief Executive Officer of the Company. The Company has no employment
agreement or noncompete agreement with Mr. Dupre nor key-man life insurance on
the life of Mr. Dupre. The loss of the services of Mr. Dupre could have a
material adverse effect upon the Company. The Company's success is also
dependent upon its ability to retain its key management, sales, marketing and
product development personnel and to attract other personnel to satisfy the
Company's needs. There can be no assurance that the Company will be successful
in retaining and attracting such personnel.
Dependence on Third Party Manufacturers; International Relations. To
date, substantially all of the Company's products have been manufactured by
third parties in The People's Republic of China, the Philippines, Taiwan and
Thailand. During the year ended November 30, 1996, approximately 64% of the
Company's products were manufactured in The People's Republic of China. The
Company does not have long-term contracts with any of these manufacturers.
Although the Company believes that it could arrange alternate sources of
manufacturing if the need arose, the Company has made no plans for securing
alternate sources in the event its present arrangements with any of its existing
manufacturers prove impossible to maintain, and there can be no assurance that
there would be sufficient alternate manufacturing facilities to meet the
increased demand for production which would likely result from a disruption of
manufacturing sources in China or any other foreign country. Furthermore, such a
shift to alternate facilities, if available, would likely result in increased
manufacturing costs and may subject the Company's products to additional and/or
higher quotas, duties, tariffs or other restrictions.
6
<PAGE>
Foreign manufacturing is generally subject to risks such as
transportation delays and interruptions, political and economic disruptions, the
imposition of tariffs and import and export controls, changes in governmental
policies, restrictions on the transfer of funds and fluctuations of the United
States Dollar against foreign currencies. While the Company to date has not
experienced any material adverse effects due to foreign manufacturing, there can
be no assurances that such events will not occur in the future. The occurrence
of any such event, particularly one affecting the Company's business with
Chinese manufacturers, would have a material adverse effect on the Company.
Competition. The luggage, sport bag and backpack industry is highly
competitive. Many of the Company's competitors have longer operating histories,
broader product lines and greater financial resources and advertising budgets
than the Company. In addition, the luggage, sport bag and backpack industry has
nominal barriers to entry. Competition is based primarily on the ability to
design and develop new products, procure licenses for popular characters and
trademarks, and successfully market products. Many of the Company's competitors,
including certain of the Company's licensors, offer similar products or
alternatives to the Company's products. The Company has not in the past and does
not in the immediate future plan to devote any material amount of its capital
resources to advertising. There can be no assurance that the Company will be
able to continue to compete effectively in this marketplace.
Dividend Policy. For the foreseeable future, the Company expects to
retain earnings to finance the expansion and development of its business. Any
future payment of cash dividends will be within the discretion of the Company's
Board of Directors, which is controlled by the present shareholders, and will
depend, among other factors, on the earnings, capital requirements, operating
and financial condition of the Company and other relevant factors, and
compliance with various financing covenants to which the Company is or may
become a party.
Customers. The Company sells and distributes its products principally
through large national retail chain stores, regional discount store chains,
department and specialty stores. There can be no assurance that the Company will
be successful in maintaining its existing arrangements with its customers or in
entering into arrangements with additional customers. A loss of several of these
customers could adversely effect the Company's profitability. During the fiscal
years ended November 30, 1996, 1995 and 1994, sales to Target represented
approximately 19%, 25% and 22%, respectively, of net sales, and sales to Kmart
represented approximately 11% of net sales in fiscal 1996. The loss of either of
these customers could have a material adverse effect on the Company's business
and results of operations.
Limited Public Market and Possibility Volatility of Stock Price.
Although there is a public market for the Common Stock, at April 15, 1997, only
approximately 886,700 shares of the Common Stock were beneficially owned by
shareholders that were not affiliates of the Company, of which 200,000 shares
held by the Selling Shareholders are "restricted securities" within the meaning
of Rule 144 under the Securities Act and may not be sold in the absence of
registration under the Securities Act unless an exemption from registration is
available. As a result, the market for the Common Stock is thinly traded, and
the trading prices of the Common Stock could be subject to wide fluctuations in
response to variations in the Company's operating results, announcements by the
Company or others, developments affecting the Company or its competitors and
other events and factors. In addition, the stock market has experienced extreme
price and volume fluctuations in recent years. These fluctuations have had a
substantial effect on the market prices for many companies, often unrelated to
their performance, and may adversely affect the market price for the Common
Stock.
Effect of Certain Charter Provisions; Limitation of Liability of
Directors; Antitakeover Effects of New York Law. The Board of Directors has the
authority to issue up to 1,000,000 shares of preferred stock of the Company
("Preferred Stock") in one or more series, and to determine the prices, rights,
preferences, privileges and restrictions, including voting rights, of the shares
within each series without any further vote or action by shareholders. The
Company has no current plans to issue shares of Preferred Stock. However, the
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be issued
in the future. The issuance of Preferred Stock, while providing flexibility in
connection with possible acquisitions and other corporate activities, could have
the effect of making it more difficult for a third party to acquire control of
the Company. Further, certain anti-takeover provisions of New York law could
delay or make more difficult a change of control of the Company. While such
provisions are intended to enable the Board of Directors or maximize shareholder
value, they may have the effect of discouraging takeovers that could be in the
best interest of certain shareholders. There can be no assurance that such
provisions will not have an adverse effect on the market value of the Company's
stock in the future. In addition, the Company's charter provides that its
directors shall not be personally liable to the Company or its shareholders for
monetary damages in the event of a breach of fiduciary duty to the extent
permitted by New York law.
7
<PAGE>
USE OF PROCEEDS
The shares of Common Stock offered hereby are being registered for the
account of the Selling Shareholders. The Company will not receive any part of
the proceeds from the sale of the Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The shares of Common Stock to be sold hereunder include shares of
Common Stock issuable upon the exercise of Class A Common Stock Purchase
Warrants (the "Class A Warrants") and Class B Common Stock Purchase Warrants
(the "Class B Warrants") of the Company that were purchased by the Selling
Shareholders (other than E.C. Capital Ltd., Jaymack, Inc. and Alexander G.
Minella) as a component of Units, each Unit consisting of one share of Common
Stock, one Class A Warrant and one Class B Warrant. Each Class A Warrant is
exercisable on or prior to April 18, 1998 for the purchase one share of Common
Stock at an exercise price of $4.125 per share. Each Class B Warrant is
exercisable on or prior to April 18, 1998 for the purchase of one share of
Common Stock at an exercise price of $5.125 per share. The Company will receive
the proceeds of the exercise of the Class A Warrants and the Class B Warrants,
but will not receive any part of the proceeds of the sale of the Common Stock
issuable upon such exercise. The Company has engaged E.C. Capital Ltd. ("E.C.
Capital") to serve as warrant agent for the Class A Warrants and the Class B
Warrants, and will pay to E.C. Capital a fee equal to 4% of the proceeds
received by the Company from each exercise of a Class A Warrant or a Class B
Warrant. E.C. Capital also acted as placement agent for the Company in
connection with the sale of 200,000 Units in April 1997 to the Selling
Shareholders. As partial consideration for its services as placement agent for
the Units, E.C. Capital received from the Company Class A Warrants to purchase
up to 50,000 shares of Common Stock, which shares of Common Stock are included
in the shares of Common Stock that may be sold hereunder. In connection with the
Company's engagement of E.C. Capital, the Company issued to Jaymack, Inc. as a
finder Class A Warrants to purchase up to 10,000 shares of Common Stock, which
shares of Common Stock are included in the shares of Common Stock that may be
sold hereunder. The shares of Common Stock to be sold by Alexander G. Minella
are issuable upon the exercise of stock options granted by the Company to Mr.
Minella in September 1995 that are exercisable on or prior to September 20, 2000
at an exercise price of $2.00 per share.
<PAGE>
The Company has been informed by the Selling Shareholders that the
name, address, maximum number of shares of Common Stock to be sold and total
number of shares of Common Stock owned by each Selling Shareholder are as set
forth in the following table. The Selling Shareholders may sell all or part of
their shares of Common Stock pursuant to this Prospectus, and the offering of
shares of Common Stock hereunder is not being underwritten on a firm commitment
basis. As a result, no estimates can be given as to the number and percentage of
shares of Common Stock that will be held by each Selling Shareholder upon
termination of the offering made by this Prospectus.
<TABLE>
<CAPTION>
No. of Shares
Beneficially Owned Maximum No.
Name and Address Prior to Offering of Shares to be Offered
---------------- ----------------- -----------------------
<S> <C> <C>
Lise Shankman 60,000 60,000
21 Canterbury Drive
North Caldwell, NJ 07006
Masada Limited Partners 30,000 30,000
P.O. Box 5017
Quogue, NY 11959
Milos Nikolic 30,000 30,000
III Bulevar 120A, Apt. 1Y
Belgrade, Serbia 11070
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
No. of Shares
Beneficially Owned Maximum No.
Name and Address Prior to Offering of Shares to be Offered
---------------- ----------------- -----------------------
<S> <C> <C>
NAC Group, Inc. 30,000 30,000
500 North Broadway, Suite 240
Jericho, NY 11753
Kenneth Moschetto 45,000 45,000
355 Bayville Avenue, # 8
Bayville, NY 11709
Robert LoRusso 75,000 75,000
29 Hunt Court
Jericho, NY 11753
Evangelos Pollatos 30,000 30,000
324 Whitney Lane
Woodbury, NY 11797
Mona Axelrod 60,000 60,000
12-01 Estates Lane
Bayside, NY 11360
Stuart Jackson 60,000 60,000
140 Euclid Avenue
Hackensack, NJ 07601
John Eckhoff 75,000 75,000
6 Wesleyan Road
Commack, NY 11725
David G. Kwalbrun 45,000 45,000
1305 Jonathan Lane
Wantaugh, NY 11793
Rothchild Capital Holdings 60,000 60,000
1200 North Federal Highway, Suite 315
Boca Raton, FL 33432
E.C. Capital Ltd. 50,000 50,000
300 Old Country Road, Suite 241
Mineola, NY 11501
Jaymack, Inc. 10,000 10,000
16 Pond Road
Woodbury, NY 11797
Alexander G. Minella 10,000 10,000
274 Keeler Drive
Ridgefield, CT 06877
</TABLE>
9
<PAGE>
PLAN OF DISTRIBUTION
The sale of Common Stock by the Selling Shareholders may be sold from
time to time directly or by pledgees, donees, transferees or other successors in
interest 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. The
shares of Common Stock may be sold by one or more of the following methods,
without limitation: (a) a block trade in which the broker-dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (d) face-to-face transactions between
the Selling Shareholders and purchasers without a broker-dealer. In effecting
sales, brokers or dealers engaged by the Selling Shareholders may arrange for
other brokers or dealers to participate. Such brokers or dealers may receive
commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act in connection with such sales. In
addition, any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Shareholders and any broker-dealers acting in connection
with the sale of shares of 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.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock through a block trade, special offering or secondary
distribution or a purchase by a broker or dealer, a supplemental prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing: (i) the name of each such Selling Shareholder and of the
participating broker-dealer(s), (ii) the number of shares of Common Stock
involved, (iii) the price at which such shares of Common Stock were sold, (iv)
the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus and (vi) other facts material to the transaction.
The Selling Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the shares of Common Stock. The Selling Shareholders will
pay any sales commissions or other seller's compensation applicable to such
transactions.
Offers and sales of shares of the Common Stock have not been registered
or qualified under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the shares of Common
Stock will be offered or sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the shares of Common
Stock may not be offered or sold unless they have been registered or qualified
for sale in such states or an exemption from registration or qualification is
available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of shares of the Common Stock may not
simultaneously engage in market-making activities with respect to such shares of
Common Stock for a period of two to nine business days prior to the commencement
of such distribution. In addition to and without limiting the foregoing, each
Selling Shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the shares of Common Stock by the Selling Shareholders or any such other person.
All of the foregoing may affect the marketability of the Common Stock and the
broker's' and dealers' ability to engage in market-marking activities with
respect to the Common Stock.
10
<PAGE>
The Company will pay substantially all of the expenses incident to the
registration of the shares of Common Stock hereby, estimated to be approximately
$18,000.
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. At April 24, 1997, 1,569,700 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 distributions, 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, shareholders 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.
11
<PAGE>
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.
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 balance sheets of the Company as of November 30, 1996
and 1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years then ended appearing in the Company's Annual
Report on Form 10-K for the years ended November 30, 1996 and 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 statements of operations, stockholders' equity and
cash flows of Sirco International Corp. and subsidiaries 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, Charted
Accountants. The financial statements referred to above are incorporated herein
by reference in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.
12
<PAGE>
- --------------------------------------------------------------------------------
No dealer, sales representative, or other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus, and if given or made,
such information or representation must not be relied upon as having been
authorized by the Company or any Underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so 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 there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to the date hereof.
---------------
TABLE OF CONTENTS
Page
Available Information ........................................... 2
Incorporation of Certain
Documents by Reference ....................................... 2
The Company ..................................................... 4
Use of Proceeds ................................................. 8
Selling Shareholders ............................................ 8
Plan of Distribution ............................................ 10
Description of Securities to be Registered ...................... 11
Legal Matters ................................................... 12
Experts ......................................................... 12
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
670,000 Shares
SIRCO INTERNATIONAL CORP.
Common Stock
---------------
PROSPECTUS
---------------
___________ , 1997
- --------------------------------------------------------------------------------
<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 ................ $ 2,425
Legal Fees and Expenses ......... 10,000
Accounting Fees and Expenses..... 5,000
Miscellaneous ................... 575
-------
Total ........................... $18,000
=======
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, shareholders 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
II-2
<PAGE>
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.
Item 16. Exhibits
Exhibit No. Description
----------- -----------
4.1 Form of Class A Common Stock Purchase Warrant
4.2 Form of Class B Common Stock Purchase Warrant
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 Nussbaum Yates & Wolpow, P.C.
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 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 of 1933;
II-3
<PAGE>
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set for in the "Calculation of
Registration Fee" table in the effective 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.
II-4
<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 25 day of April,
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 H. 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.
Dated: April 25, 1997 /s/ Joel Dupre
--------------------------
(Joel Dupre)
Chairman of the Board and
Chief Executive Officer
Dated: April 25, 1997 /s/ Paul H. Riss
--------------------------
(Paul H. Riss)
Chief Financial Officer and Director
Dated: April 25, 1997 /s/ Eric M. Hellige
--------------------------
(Eric M. Hellige)
Director
Dated: April 25, 1997 /s/ Eric Smith
--------------------------
(Eric Smith)
Director
Dated:
--------------------------
(Barrie Sommerfield)
Director
THIS CLASS A WARRANT IS PART OF A UNIT CONSISTING OF ONE SHARE OF COMMON STOCK,
THIS CLASS A WARRANT AND ONE CLASS B WARRANT. THIS CLASS A WARRANT MAY NOT BE
TRANSFERRED SEPARATELY FROM THE SHARE OF COMMON STOCK AND THE CLASS B WARRANT
COMPRISING THE UNIT OF WHICH THIS CLASS A WARRANT IS A PART BEFORE THE EFFECTIVE
DATE OF A REGISTRATION STATEMENT FILED IN CONNECTION WITH THE COMMON STOCK
INCLUDED IN THE UNIT OF WHICH THIS CLASS A WARRANT IS A PART, UNLESS SUCH
TRANSFER IS EARLIER CONSENTED TO IN WRITING BY THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.
CLASS A WARRANT
SIRCO INTERNATIONAL CORP.
SHARES OF COMMON STOCK
This certifies that _______________ or any party to whom this Warrant is
assigned in accordance with its terms is entitled to subscribe for and purchase
_______ shares of the Common Stock of Sirco International Corp., a New York
corporation, on the terms and conditions of this Warrant.
1. Definitions. As used in this Warrant, the term:
1.1 "Business Day" means any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated to be closed by law or by executive order.
1.2 "Common Stock" means the Common Stock, par value $.10 per
share, of the Corporation.
1.3 "Corporation" means Sirco International Corp., a New York
corporation, or its successor.
1.4 "Expiration Date" means April 18, 1998.
1.5 "Holder" means _________________________ or any party to
whom this Warrant is assigned in accordance with its terms.
1.6 "1933 Act" means the Securities Act of 1933, as amended.
1.7 "Warrant" means this Warrant and any warrants delivered in
substitution or exchange for this Warrant in accordance with the provisions of
this Warrant.
1.8 "Warrant Price" means $4.125 per share of Common Stock, as
such amount may be adjusted pursuant to Section 4 hereof.
<PAGE>
2. Exercise of Warrant. At any time before the Expiration Date, the
Holder may exercise the purchase rights represented by this Warrant, in whole or
in part, by surrendering this Warrant (with a duly executed subscription in the
form attached) at the Corporation's principal office in Stamford, Connecticut,
and by paying the Corporation, by certified or cashier's check, the aggregate
Warrant Price for the shares of Common Stock being purchased.
2.1 Delivery of Certificates. Within thirty (30) days after
each exercise of the purchase rights represented by this Warrant, the
Corporation shall deliver a certificate for the shares of Common Stock so
purchased to the Holder and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the balance of the shares of Common Stock
subject to this Warrant.
2.2 Effect of Exercise. The person entitled to receive the
shares of Common Stock issuable upon any exercise of the purchase rights
represented by this Warrant, shall be treated for all purposes as the holder of
such shares of record as of the close of business on the date of exercise.
2.3 Issue Taxes. The Corporation shall pay all issue and other
taxes that may be payable in respect of any issue or delivery to the Holder of
shares of Common Stock upon exercise of this Warrant.
3. Stock Fully Paid; Reservation of Shares. The Corporation covenants
and agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges. The Corporation further covenants
and agrees that, during the period within which the Holder may exercise the
rights represented by this Warrant, the Corporation shall at all times have
authorized and reserved for issuance enough shares of its Common Stock or other
securities for the full exercise of the rights represented by this Warrant. The
Corporation shall not, by an amendment to its Certificate of Incorporation or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant.
4. Adjustments. The Warrant Price and the number of shares of Common
Stock that the Corporation must issue upon exercise of this Warrant shall be
subject to adjustment in accordance with Sections 4.1 through 4.3.
4.1 Adjustment to Warrant Price for Combinations or
Subdivisions of Common Stock. If the Corporation at any time or from time to
time after the date hereof (1) declares or pays, without consideration, any
dividend on the Common Stock payable in Common Stock; (2) creates any right to
acquire Common Stock for no consideration; (3) subdivides the outstanding shares
of Common Stock (by stock split, reclassification or otherwise); or (4) combines
or consolidates the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall
proportionately increase or decrease the Warrant Price, as appropriate.
<PAGE>
4.2 Adjustments for Reclassification and Reorganization. If
the Common Stock issuable upon exercise of this Warrant changes into shares of
any other class or classes of security or into any other property for any reason
other than a subdivision or combination of shares provided for in Section 4.1,
including without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right, by exercising this Warrant, to purchase the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant immediately before the
change.
4.3 Spin Offs. If the Corporation spins off any subsidiary by
distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the Expiration Date enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the
same extent as if the Holders owned of record all Common Stock or other
securities subject to this Warrant on the record date for the distribution of
the subsidiary's shares or other securities.
4.4 Certificates as to Adjustments. Upon each adjustment or
readjustment required by this Section 4, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with this
Section, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.
5. Fractional Shares. The Corporation shall not issue any fractional
shares in connection with any exercise of this Warrant.
6. Dissolution or Liquidation. If the Corporation dissolves, liquidates
or winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is taken,
upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation's Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.
7. Redemption. The Corporation possesses no right to redeem any
unexercised Warrants.
<PAGE>
8. Transfer and Exchange.
8.1 Transfer. Subject to Section 8.3, the Holder may transfer
all or part of this Warrant at any time on the books of the Corporation at its
principal office upon surrender of this Warrant, properly endorsed. Upon such
surrender, the Corporation shall issue and deliver to the transferee a new
Warrant or Warrants representing the Warrants so transferred. Upon any partial
transfer, the Corporation shall issue and deliver to the Holder a new Warrant or
Warrants with respect to the Warrants not so transferred.
8.2 Exchange. The Holder may exchange this Warrant at any time
at the principal office of the Corporation for Warrants in such denominations as
the Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.
8.3 Securities Act of 1933. By accepting this Warrant, the
Holder agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this Warrant may not be offered or sold except in compliance with
the 1933 Act, and then only with the recipient's agreement to comply with this
Section 8 with respect to any resale or other disposition of such securities.
The Corporation may make a notation on its records in order to implement such
restriction on transferability. In connection with any transfer of all or a part
of this Warrant, the Corporation may require that the Holder deliver to the
Corporation such certificates and opinions of counsel as the Corporation may
reasonably request to confirm compliance with the 1933 Act.
9. Loss or Mutilation. Upon the Corporation's receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.
10. Successors. All the covenants and provisions of this Warrant shall
bind and inure to the benefit of the Holder and the Corporation and their
respective successors and assigns.
<PAGE>
11. Notices. All notices and other communications given pursuant to
this Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:
(a) If to Holder, then to:
_____________________________
_____________________________
_____________________________
(b) If to the Corporation, then to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
With a copy (which shall not constitute notice) to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Eric M. Hellige, Esq.
Such addresses for notices may be changed by any party by notice to the other
party pursuant to this Section 11.
12. Amendment. This Warrant may be amended only by an instrument in
writing signed by the Corporation and Holder.
13. Construction of Warrant. This Warrant shall be construed as a whole
and in accordance with its fair meaning. A reference in this Warrant to any
section shall be deemed to include a reference to every section the number of
which begins with the number of the section to which reference is made. This
Warrant has been negotiated by both parties and its language shall not be
construed for or against any party.
14. Law Governing. This Warrant is executed, delivered and to be
performed in the State of New York and shall be construed and enforced in
accordance with and governed by New York law without regard to any conflicts of
law or choice of forum provisions.
Dated as of
SIRCO INTERNATIONAL CORP.
By: _____________________________
Paul H. Riss
Chief Financial Officer
Attest:
___________________________________
Secretary
<PAGE>
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant and agrees to purchase ______________ shares of Common Stock of
Sirco International Corp., all at the price and on the terms and conditions
specified in this Warrant.
Dated: ________________________
________________________________
(Signature of Registered Holder)
________________________________
(Street Address)
________________________________
(City) (State) (Zip)
<PAGE>
ISSUE OF A NEW WARRANT
(To be executed only upon partial exercise,
exchange, or partial transfer of Warrant)
Please issue _____________ Warrants, each representing the right to
purchase _________ shares of Common Stock of Sirco International Corp. to the
registered holder.
Dated: ________________________
________________________________
(Signature of Registered Holder)
<PAGE>
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered Holder of this Warrant
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the Warrant, with respect to the number of shares of
Common Stock set forth below (the "Transfer"):
Name of Assignee Address No. of Shares
- ---------------- ------- -------------
The undersigned irrevocably constitutes and appoints as the undersigned's
attorney-in-fact, with full power of substitution, to make the transfer on the
books of Sirco International Corp.
Dated: ________________________
________________________________
(Signature)
THIS CLASS B WARRANT IS PART OF A UNIT CONSISTING OF ONE SHARE OF COMMON STOCK,
THIS CLASS B WARRANT AND ONE CLASS A WARRANT. THIS CLASS B WARRANT MAY NOT BE
TRANSFERRED SEPARATELY FROM THE SHARE OF COMMON STOCK AND THE CLASS A WARRANT
COMPRISING THE UNIT OF WHICH THIS CLASS B WARRANT IS A PART BEFORE THE EFFECTIVE
DATE OF A REGISTRATION STATEMENT FILED IN CONNECTION WITH THE COMMON STOCK
INCLUDED IN THE UNIT OF WHICH THIS CLASS B WARRANT IS A PART, UNLESS SUCH
TRANSFER IS EARLIER CONSENTED TO IN WRITING BY THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.
CLASS B WARRANT
SIRCO INTERNATIONAL CORP.
SHARES OF COMMON STOCK
This certifies that _______________ or any party to whom this Warrant is
assigned in accordance with its terms is entitled to subscribe for and purchase
_______ shares of the Common Stock of Sirco International Corp., a New York
corporation, on the terms and conditions of this Warrant.
1. Definitions. As used in this Warrant, the term:
1.1 "Business Day" means any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated to be closed by law or by executive order.
1.2 "Common Stock" means the Common Stock, par value $.10 per
share, of the Corporation.
1.3 "Corporation" means Sirco International Corp., a New York
corporation, or its successor.
1.4 "Expiration Date" means April 18, 1998.
1.5 "Holder" means _________________________ or any party to
whom this Warrant is assigned in accordance with its terms.
1.6 "1933 Act" means the Securities Act of 1933, as amended.
1.7 "Warrant" means this Warrant and any warrants delivered in
substitution or exchange for this Warrant in accordance with the provisions of
this Warrant.
1.8 "Warrant Price" means $5.125 per share of Common Stock, as
such amount may be adjusted pursuant to Section 4 hereof.
<PAGE>
2. Exercise of Warrant. At any time before the Expiration Date, the
Holder may exercise the purchase rights represented by this Warrant, in whole or
in part, by surrendering this Warrant (with a duly executed subscription in the
form attached) at the Corporation's principal office in Stamford, Connecticut,
and by paying the Corporation, by certified or cashier's check, the aggregate
Warrant Price for the shares of Common Stock being purchased.
2.1 Delivery of Certificates. Within thirty (30) days after
each exercise of the purchase rights represented by this Warrant, the
Corporation shall deliver a certificate for the shares of Common Stock so
purchased to the Holder and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the balance of the shares of Common Stock
subject to this Warrant.
2.2 Effect of Exercise. The person entitled to receive the
shares of Common Stock issuable upon any exercise of the purchase rights
represented by this Warrant, shall be treated for all purposes as the holder of
such shares of record as of the close of business on the date of exercise.
2.3 Issue Taxes. The Corporation shall pay all issue and other
taxes that may be payable in respect of any issue or delivery to the Holder of
shares of Common Stock upon exercise of this Warrant.
3. Stock Fully Paid; Reservation of Shares. The Corporation covenants
and agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges. The Corporation further covenants
and agrees that, during the period within which the Holder may exercise the
rights represented by this Warrant, the Corporation shall at all times have
authorized and reserved for issuance enough shares of its Common Stock or other
securities for the full exercise of the rights represented by this Warrant. The
Corporation shall not, by an amendment to its Certificate of Incorporation or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant.
4. Adjustments. The Warrant Price and the number of shares of Common
Stock that the Corporation must issue upon exercise of this Warrant shall be
subject to adjustment in accordance with Sections 4.1 through 4.3.
4.1 Adjustment to Warrant Price for Combinations or
Subdivisions of Common Stock. If the Corporation at any time or from time to
time after the date hereof (1) declares or pays, without consideration, any
dividend on the Common Stock payable in Common Stock; (2) creates any right to
acquire Common Stock for no consideration; (3) subdivides the outstanding shares
of Common Stock (by stock split, reclassification or otherwise); or (4) combines
or consolidates the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall
proportionately increase or decrease the Warrant Price, as appropriate.
4.2 Adjustments for Reclassification and Reorganization. If
the Common Stock issuable upon exercise of this Warrant changes into shares of
any other class or classes of security or into any other property for any reason
other than a subdivision or combination of shares provided for in Section 4.1,
including without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right, by exercising this Warrant, to purchase the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant immediately before the
change.
<PAGE>
4.3 Spin Offs. If the Corporation spins off any subsidiary by
distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the Expiration Date enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the
same extent as if the Holders owned of record all Common Stock or other
securities subject to this Warrant on the record date for the distribution of
the subsidiary's shares or other securities.
4.4 Certificates as to Adjustments. Upon each adjustment or
readjustment required by this Section 4, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with this
Section, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.
5. Fractional Shares. The Corporation shall not issue any fractional
shares in connection with any exercise of this Warrant.
6. Dissolution or Liquidation. If the Corporation dissolves, liquidates
or winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is taken,
upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation's Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.
7. Redemption. The Corporation possesses no right to redeem any
unexercised Warrants.
8. Transfer and Exchange.
8.1 Transfer. Subject to Section 8.3, the Holder may transfer
all or part of this Warrant at any time on the books of the Corporation at its
principal office upon surrender of this Warrant, properly endorsed. Upon such
surrender, the Corporation shall issue and deliver to the transferee a new
Warrant or Warrants representing the Warrants so transferred. Upon any partial
transfer, the Corporation shall issue and deliver to the Holder a new Warrant or
Warrants with respect to the Warrants not so transferred.
8.2 Exchange. The Holder may exchange this Warrant at any time
at the principal office of the Corporation for Warrants in such denominations as
the Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.
<PAGE>
8.3 Securities Act of 1933. By accepting this Warrant, the
Holder agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this Warrant may not be offered or sold except in compliance with
the 1933 Act, and then only with the recipient's agreement to comply with this
Section 8 with respect to any resale or other disposition of such securities.
The Corporation may make a notation on its records in order to implement such
restriction on transferability. In connection with any transfer of all or a part
of this Warrant, the Corporation may require that the Holder deliver to the
Corporation such certificates and opinions of counsel as the Corporation may
reasonably request to confirm compliance with the 1933 Act.
9. Loss or Mutilation. Upon the Corporation's receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.
10. Successors. All the covenants and provisions of this Warrant shall
bind and inure to the benefit of the Holder and the Corporation and their
respective successors and assigns.
11. Notices. All notices and other communications given pursuant to
this Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:
(a) If to Holder, then to:
______________________________
______________________________
______________________________
(b) If to the Corporation, then to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
With a copy (which shall not constitute notice) to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Eric M. Hellige, Esq.
Such addresses for notices may be changed by any party by notice to the other
party pursuant to this Section 11.
<PAGE>
12. Amendment. This Warrant may be amended only by an instrument in
writing signed by the Corporation and Holder.
13. Construction of Warrant. This Warrant shall be construed as a whole
and in accordance with its fair meaning. A reference in this Warrant to any
section shall be deemed to include a reference to every section the number of
which begins with the number of the section to which reference is made. This
Warrant has been negotiated by both parties and its language shall not be
construed for or against any party.
14. Law Governing. This Warrant is executed, delivered and to be
performed in the State of New York and shall be construed and enforced in
accordance with and governed by New York law without regard to any conflicts of
law or choice of forum provisions.
Dated as of
SIRCO INTERNATIONAL CORP.
By: _____________________________
Paul H. Riss
Chief Financial Officer
Attest:
___________________________________
Secretary
<PAGE>
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant and agrees to purchase _____________ shares of Common Stock of
Sirco International Corp., all at the price and on the terms and conditions
specified in this Warrant.
Dated: ________________________
________________________________
(Signature of Registered Holder)
________________________________
(Street Address)
________________________________
(City) (State) (Zip)
<PAGE>
ISSUE OF A NEW WARRANT
(To be executed only upon partial exercise,
exchange, or partial transfer of Warrant)
Please issue __________ Warrants, each representing the right to
purchase _________ shares of Common Stock of Sirco International Corp. to the
registered holder.
Dated: ________________________
________________________________
(Signature of Registered Holder)
<PAGE>
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered Holder of this Warrant
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the Warrant, with respect to the number of shares of
Common Stock set forth below (the "Transfer"):
Name of Assignee Address No. of Shares
- ---------------- ------- -------------
The undersigned irrevocably constitutes and appoints as the undersigned's
attorney-in-fact, with full power of substitution, to make the transfer on the
books of Sirco International Corp.
Dated: ________________________
________________________________
(Signature)
EXHIBIT 5.1
April 24, 1997
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 670,000 shares of common stock, par value $.01 per share (the
"Shares"), of Sirco International Corp. (the "Company") for resale by the
Selling Shareholders (as defined in the Registration Statement).
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 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,
PRYOR, CASHMAN, SHERMAN & FLYNN
EXHIBIT 23.2
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 670,000 shares of its common stock
and to the incorporation by reference therein of our report dated February 7,
1997, with respect to the consolidated financial statements and schedules of
Sirco International Corp. and subsidiaries included in its Annual Report (Form
10-K) for the year ended November 30, 1996, filed with the Securities and
Exchange Commission.
/s/ Nussbaum Yates & Wolpow, P.C.
NUSSBAUM YATES & WOLPOW, P.C.
Melville, New York
April 23, 1997
EXHIBIT 23.3
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 670,000 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. and Subsidiaries for the year ended November 30, 1994
included in its Annual Report (Form 10-K) for the year ended November 30, 1996,
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
April 23, 1997
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated December 18, 1996 on the balance sheets
of Sirco International (Canada) Limited as at November 30, 1996 and November 30,
1995 and the statements of operations and retained earnings and changes in
financial position for each of the years in the three year period ended November
30, 1996, accompanying the consolidated financial statements and schedules
included in the Annual Report of Sirco International Corp. and subsidiaries on
Form 10-K for the year ended November 30, 1996. We hereby consent to the
incorporation by reference of said report in Registration Statement of Sirco
International Corp. on Form S-3.
/s/DELOITTE & TOUCHE
Chartered Accountants
April 23, 1997
