SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
---------------------
Date of report: August 11, 1999
(Date of earliest event reported)
SIRCO INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-4465 13-2511270
(Commission File No.) (I.R.S. Employer
Identification No.)
37 North Street
Norwalk, Connecticut 06851
(Address of principal executive offices; zip code)
(203) 750-1000
(Registrant's telephone number, including area code)
24 Richmond Hill Avenue
Stamford, Connecticut 06901
(Former Name or Former Address, if changed Since Last Report)
<PAGE>
1. Item 2, "Acquisition or Disposition of Assets' is hereby amended to include
the following information.
In early October 1999, the Board of Directors approved and submitted for
the vote of the shareholders at the Annual Meeting of Shareholders an
Information Statement on Schedule 14A containing a proposed amendment to the
Company's Amended and Restated Certificate of Incorporation to change the name
of the Company to "eLEC Communications Corp.'
2. Item 7, "Financial Statements, Pro Forma Financial Information and
Exhibits" is hereby amended to include the following:
(b) Pro Forma Information
Sirco International Corp. and Subsidiaries Condensed Consolidated Pro
Forma Statement of Operations, Period Ended November 30, 1998.
The financial statements reflecting the sale and discontinued
operations of the wholesale luggage segment for the current fiscal
year have been included in the Company's Quarterly Report on Form 10-Q
for the nine month period ended August 31, 1999. Such financial
statements contain all adjustments related to the discontinued
operations of the wholesale luggage segment and are incorporated
herein by reference.
<PAGE>
Sirco International Corp. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Fiscal Year Ended November 30, 1998
<TABLE>
<CAPTION>
Historical Pro Forma Pro Forma
Amounts Adjustments As Adjusted
------- ----------- -----------
<S> <C> <C> <C>
Net sales $17,037,186 ($15,551,903) $1,485,283
Cost of Goods Sold 13,971,644 (13,026,972) 944,672
------------ ---------- ------------
Gross Profit 3,065,542 (2,524,931) 540,611
Selling, warehouse, general and
administrative expenses 6,445,648 (4,743,510) 1,702,138
------------ ---------- ------------
Loss from operations (3,380,106) 2,218,579 (1,161,527)
Other (income) expense:
Interest expense 514,033 (513,566) 467
Interest income (49,843) - (49,843)
Miscellaneous income, net (132,618) 132,349 (269)
Equity in loss of investee 1,423,300 - 1,423,300
------------ ---------- ------------
1,754,872 381,217 1,373,655
------------ ---------- ------------
(Loss) before provision for income taxes (5,134,978) 2,599,796 (2,535,182)
(Recovery) of income taxes (157,975) 157,975 -
------------ ---------- ------------
Net loss $(4,977,003) $2,441,821 ($2,535,262)
============ ========== ============
Basic and diluted loss per share $(0.96) $(0.47) $(0.49)
======= ======= =======
Number of common shares used in
Diluted (loss) per share 5,184,748 5,184,748 5,184,748
</TABLE>
See notes to the unaudited pro forma condensed consolidated financial
statements.
(1) Reflects the sales, cost of sales and gross profit relating to the products
of the wholesale luggage segment.
(2) Reflects the selling, general and administrative expenses incurred by the
wholesale luggage segment.
(3) Reflects the interest on the borrowings for a working capital facility and
a term loan relating to the wholesale luggage segment.
(4) Reflects commissions income and rental income generated by the wholesale
luggage segment.
(5) Reflects the recovery of income taxes paid in prior years by the operations
of the wholesale luggage segment.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 25, 1999
SIRCO INTERNATIONAL CORP.
(Registrant)
By: /s/ Paul H. Riss
----------------------------------
Paul H. Riss
Chief Executive Officer
