SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|X| ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: November 30, 1997
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-4465
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 no.)
24 Richmond Hill Avenue, Stamford, Connecticut 06901
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 359-4100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X } No [ ]
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of February 17, 1998, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $10,270,400.
As of February 17, 1998, there were 4,300,400 shares outstanding of the
Registrant's Common Stock.
<PAGE>
SIRCO INTERNATIONAL CORP.
AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1997
Sirco International Corp. (the "Registrant" or the "Company") hereby
amends the following items, financial statements, exhibits or other portions of
its Annual Report on Form 10-K for the fiscal year ended November 30, 1997, as
set forth below:
1. Item 14 is hereby amended by deleting Exhibit 23.3 thereby revising
the list of Financial Statements, Financial Statement Schedules and Exhibits to
read as follows:
Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) 1. Financial Statements
2. Financial Statement Schedules
3. Exhibits
(3) (a) Certificate of Incorporation, as amended,
incorporated by reference to the Company's
Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on
August 27, 1969 under Registration Number
2-34436.
(b) Certificate of Amendment of the Certificate of
Incorporation, incorporated by reference to
the Company's definitive proxy statement filed
with the Securities and Exchange Commission in
connection with the Company's Annual Meeting
of Shareholders held in May, 1984.
(c) Certificate of Amendment to the Certificate of
Incorporation, incorporated by reference to
Exhibit 3(e) to the Company's Annual Report on
Form 10-K for the year ended November 30,
1988.
(d) Certificate of Amendment to the Certificate of
Incorporation, incorporated by reference to
Exhibit 3(e) to the Company's Annual Report on
Form 10-K for the year ended November 30,
1994, as amended.
(e) Certificate of Amendment of the Certificate of
Incorporation, incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the Quarter ended August 30,
1995.
<PAGE>
(f) By-laws, amended and restated as of December,
1996, incorporated by reference to Exhibit
3(e) to the Company's Annual Report on Form
10-K for the year ended November 30, 1996.
(4) (a) Form of Class A Warrant Agreement dated April
17, 1997.
(b) Form of Class B Warrant Agreement dated April
17, 1997.
(10) (a) Stock Purchase Agreement dated February 27,
1998 between the Company and the shareholders
of Essex Communications, Inc.
(b) Lease Agreement dated February 14, 1990
between Oro-May-Broward Investment Company and
the Company for property in La Mirada,
California, incorporated by reference to
Exhibit 10(j) to the Company's Annual Report
on Form 10-K for the year ended November 30,
1989, as amended.
(c) Sirco International Corp. 1995 Stock Option
Plan, incorporated by reference to Exhibit
10(i) to the Company's Annual Report on Form
10-K for the year ended November 30, 1995, as
amended.
(d) Sirco International Corp. 1996 Restricted
Stock Award Plan, incorporated by reference to
Exhibit A to the Company's Proxy Statement
dated October 24, 1996.
(e) Employment Agreement, dated November 5, 1996
between the Company and Paul Riss,
incorporated by reference to Exhibit 10(f) to
the Company's Annual Report on Form 10-K for
the year ended November 30, 1996.
(f) Loan and Security Agreement, dated December
16, 1996, between the Company and Coast
Business Credit, a division of Southern
Pacific Thrift & Loan Association,
incorporated by reference to Exhibit 10(g) to
the Company's Annual Report on Form 10-K for
the year ended November 30, 1996.
<PAGE>
(22) Subsidiaries of the Company: The significant
subsidiaries of the Company, all of which are
wholly-owned by the Company and included in its
consolidated financial statements, are as follows:
Name Jurisdiction of Organization
---- ----------------------------
Airline Ventures, Inc. Texas
Essex Communications, Inc. New Jersey
Sirco Industries, Limited Hong Kong
Sirco International (Canada) Limited Canada
(23.1) Consent of Nussbaum Yates & Wolpow, P.C.
(23.2) Consent of Blackman Kallick Bartelstein, LLP
(27) Financial Data Schedule
(b) Reports on Form 8-K
During the fourth quarter of fiscal 1997, the Company filed a
Current Report on Form 8-K dated October 22, 1997, reporting
the Company's investment in CLEC Holding Corp.
2. The Exhibits listed in Item 14 are hereby amended by deleting the
Report of Independent Auditors, Nussbaum Yates & Wolpow, P.C., found on page F-2
of the Exhibits and replacing it with the following:
Report of Independent Auditors
To the Board of Directors and Shareholders
Sirco International Corp.
We have audited the accompanying consolidated balance sheets of Sirco
International Corp. and subsidiaries as of November 30, 1997 and 1996,
and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years ended November 30, 1997, 1996 and
1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits. We did not audit the
consolidated financial statements of CLEC Holding Corp. and
subsidiaries, an entity in which the Company had a 28% equity interest
as of November 30, 1997, accounted for under the equity method. In the
aggregate, such statements reflect total assets constituting 8% of the
related consolidated assets as of November 30, 1997. Those financial
statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to data
included for CLEC Holding Corp. and subsidiaries for the period
specified above, is based solely on the report of the other auditors.
<PAGE>
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other
auditors, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Sirco International Corp. and its subsidiaries as of
November 30, 1997 and 1996, and the consolidated results of their
operations and their consolidated cash flows for the years ended
November 30, 1997, 1996 and 1995, in conformity with generally accepted
accounting principles.
We have also audited Schedule II for the years ended November 30, 1997,
1996 and 1995. In our opinion, based on our audits, these schedules
present fairly, in all material respects, the information required to
be set forth therein.
We had previously issued our report on the consolidated financial
statements and related schedules referred to above for the years ended
November 30, 1997, 1996 and 1995. That report indicated that the
financial statements of Sirco International (Canada) Limited, a wholly
owned subsidiary of Sirco International Corp. for the years ended
November 30, 1996 and 1995 were audited by other auditors and that our
report was based, in part upon the report of the other auditors. Our
report herein differs from the previously issued report in that, based
upon additional procedures performed with respect to Sirco
International (Canada) Limited for all periods presented, our report is
based on our audits.
/S/NUSSBAUM YATES & WOLPOW, P.C.
--------------------------------
NUSSBAUM YATES & WOLPOW, P.C.
Melville, New York
February 4, 1998
(except for the last paragraph above, as to which the date is April 23,
1998, and for Note 15, as to which the date is February 27, 1998)
<PAGE>
3. The Exhibits listed in Item 14 are hereby further amended by
deleting Exhibits 23.1 and 23.2 and replacing them with the following:
Exhibit 23.1
Consent of Independent Auditors
We have issued our report dated February 4, 1998 (except for the last
paragraph of such report, as to which the date is April 23, 1998 and
for Note 15, as to which the date is February 27, 1998), accompanying
the consolidated financial statements and schedules included in the
Annual Report of Sirco International Corp. and subsidiaries on Form
10-K/A for the year ended November 30, 1997. We hereby consent to the
incorporation by reference of said report in Registration Statement No.
333-637 of Sirco International Corp. on Form S-8 and in Registration
Statement No. 333-25971 and No. 333-27911 of Sirco International Corp.
on Form S-3.
/S/NUSSBAUM YATES & WOLPOW, P.C.
--------------------------------
NUSSBAUM YATES & WOLPOW, P.C.
Melville, New York
May 5, 1998
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We have issued our report dated February 18, 1998, accompanying the
consolidated financial statements and schedules included in the Annual
Report of Sirco International Corp. and subsidiaries on Form 10 K/A for
the year ended November 30, 1997. We hereby consent to the
incorporation by reference of said report in Registration Statement No.
333-637 of Sirco International Corp. on Form S-8 and in Registration
Statement No. 333-25971 and No. 333-27911 of Sirco International Corp.
on Form S-3.
/S/BLACKMAN KALLICK BARTELSTEIN, LLP
------------------------------------
BLACKMAN KALLICK BARTELSTEIN, LLP
Chicago, Illinois
May 5, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 7th day of May,
1998.
SIRCO INTERNATIONAL CORP.
By: /s/Joel Dupre
-------------
Joel Dupre, Chairman of the Board and
Chief Executive Officer
By: /s/Paul H. Riss
---------------
Paul H. Riss, Chief Financial Officer
and Treasurer
