UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
SIRCO INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
829639103
- --------------------------------------------------------------------------------
(CUSIP Number)
Eric M. Hellige, Esq.
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10002
(212) 326-0846
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of person
authorized to receive notices and communications)
December 8, 1998
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
Check the following box if a fee is being paid with the statement.|_|
<PAGE>
Schedule 13D
CUSIP NO. 829639103
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
JOEL MR. DUPRE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X|
(B) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER 787,668
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 787,668
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0 -
------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,668
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This Amendment No. 2 to the Schedule 13D originally filed by Joel Dupre
("Mr. Dupre"), Pacific Million Enterprise Ltd., a corporation organized under
the laws of Hong Kong ("Pacific"), Joseph Takada ("Takada"), Cheng-Sen Wang
("Wang") and Albert H. Cheng ("Cheng") with the Securities and Exchange
Commission on April 12, 1995, as amended by Amendment No. 1 filed August 21,
1995 (the "Schedule 13D") relates to the Common Stock, par value $.10 per share
(the "Common Stock"), of Sirco International Corp., a New York corporation (the
"Issuer"), the principal executive offices of which are located at 24 Richmond
Hill Avenue, Stamford, Connecticut 06901. Pursuant to Rule 13d.2(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the first
electronic amendment to a paper format Schedule 13D, this Amendment No. 2 amends
and restates in its entirety the Schedule 13D. Unless otherwise indicated, all
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Schedule 13D. Mr. Dupre, Takada, Pacific, Wang and Cheng are
sometimes referred to herein as the "Original Reporting Persons."
Item 2. Identity and Background
(a)-(c) This statement is being filed by Mr. Dupre, the Chairman of the
Board and Chief Executive Officer of the Issuer. Mr. Dupre maintains a business
address at Sirco International Corp., 24 Richmond Hill Avenue, Stamford,
Connecticut 06901.
(d)-(e) Mr. Dupre has not, during the the last
five years, been (a) convicted in a criminal proceeding (excluding traffic
violation or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. Dupre is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Original Reporting Persons acquired 1,362,000 shares of Common
Stock (the "Initial Shares") in March 1995. The purchase price for the Initial
Shares was $1.125 per share, or $1,532,250 in the aggregate. All share amounts
and purchase prices are as adjusted for the 2-for-1 stock split which occurred
in May 1997.
<PAGE>
Mr. Dupre acquired 828,668 shares of Common Stock in exchange for a
cash payment of $400,001.50 and the issuance of a promissory note, a copy of
which is attached hereto as Exhibit A, in the principal amount of $532,250 in
favor of Yashiro Co., Inc. ("YC, Inc."), individually and as agent for Yashiro
Company, Ltd. ("YC, Ltd."). Such promissory note, which was paid in full and
discharged in August 1996, bore interest at the rate of 10% per annum payable
quarterly in arrears commencing on June 30, 1996, with principal payable in
equal annual installments of $88,708.33 commencing on March 31, 1996. Mr. Dupre
borrowed $200,000 of the cash portion of the purchase price from Wang, which
loan is evidenced by a promissory note, dated March 9, 1995, a copy of which is
attached hereto as Exhibit B, bearing interest at 10% per annum, with principal
and interest payable on March 31, 2000. Mr. Dupre borrowed an additional
$200,000 from Cheng, which loan is evidenced by a promissory note, dated March
13, 1995, a copy of which is attached hereto as Exhibit C, bearing interest at 7
3/4% per annum, with principal and interest payable on March 31, 2000.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Initial Shares pursuant to a Stock
Purchase Agreement, dated as of March 20, 1995, among Mr. Dupre, Pacific, Wang,
Cheng, YC, Inc. and YC, Ltd. (YC, Inc. and YC, Ltd. are sometimes referred to
herein collectively as the "Sellers"), a copy of which is attached hereto as
Exhibit D (the "Stock Purchase Agreement") and hereby incorporated by reference.
The Original Reporting Persons acquired the Initial Shares to acquire control of
the Issuer.
Concurrently with the acquisition of the Initial Shares, the Issuer
entered into an Asset Purchase Agreement with Bueno of California, Inc., a
Delaware corporation ("Bueno") and an affiliate of the Sellers, a copy of which
is attached hereto as Exhibit E (the "Asset Purchase Agreement") and hereby
incorporated by reference. Pursuant to the Asset Purchase Agreement, the Issuer
sold to Bueno all of the assets relating to the Issuer's handbag division for an
aggregate purchase price of $1,785,665.55, of which $86,167.82 was paid in cash
and $1,699,497.73 was applied by the Issuer to the repayment of indebtedness of
the Issuer to Sellers. The aggregate indebtedness owed by the Issuer to Sellers
at the date of the acquisition was $2,238,506.01.
In connection with the Asset Purchase Agreement, each of the Sellers,
Yutaka Yamaguchi and Takeshi Yamaguchi entered into non-competition agreements,
copies of which are attached hereto as Exhibits F-1 through F-4 (collectively,
the "Non-Competition Agreements"). Pursuant to the terms of the Non-Competition
Agreements, each of the Sellers and Messrs. Yutaka and Takeshi Yamaguchi agreed
not to compete with the Issuer's luggage and related products business prior to
the earlier of March 20, 2001 and the date of repayment in full of all amounts
due under the Yashiro Promissory Note (the "Restricted Period"). In
consideration of their agreements to not compete, the Issuer was obligated to
pay $60,000 to each of the Sellers and each of Messrs. Yutaka and Takeshi
Yamaguchi payable in three equal annual installments commencing on March 31,
1996. In addition, pursuant to a separate non-competition agreement, the Issuer
agreed not to compete with Bueno in the handbag business during the Restricted
Period. The Non-Competition Agreements were terminated on August 28, 1996.
<PAGE>
Also in connection with the Asset Purchase Agreement, the Issuer
entered into an Exclusive Purchasing Agreement, dated as of March 20, 1995, with
YC, Inc., a copy of which is attached hereto as Exhibit G (the "Exclusive
Purchasing Agreement"), pursuant to which the Issuer granted to YC, Inc. and its
designees the exclusive right to purchase in Japan, at prices to be mutually
agreed upon, any goods manufactured or purchased from unaffiliated vendors (the
"Vendors") by the Issuer. Under the Exclusive Purchasing Agreement, YC, Inc.
agreed to pay a commission to the Issuer for all goods paid by it or its
designees pursuant thereto equal to 5% of the purchase price of all such goods
purchased by the Issuer (or directly by YC, Inc. or its designees) to the
Vendors. The Exclusive Purchasing Agreement terminated on the date that all
amounts due under the Promissory Note were repaid in full and all obligations of
the Issuer, Mr. Dupre, Pacific, Wang or Cheng, as the case may be, under the
Stock Purchase Agreement and the Asset Purchase Agreement and all agreements
that were exhibits thereto were satisfied in full.
In addition, pursuant to a letter agreement, a copy of which is
attached hereto as Exhibit H (the "Letter of Credit Agreement"), YC, Inc. agreed
to issue, or cause to be issued, for the account of the Issuer, from time to
time, until March 20, 1997, one or more unsecured trade letters of credit in an
aggregate amount of up to the lesser of $1,200,000 or 35% of the book value of
all inventory owned by the Issuer. With respect to each letter of credit issued
under the Letter of Credit Agreement, the Issuer was obligated to pay an
origination fee equal to 3% of the full amount of such letter of credit and a
financing fee equal to (i) the product of (x) the aggregate amount drawn under
such letter of credit multiplied by (y) the sum of (A) the base rate of interest
announced publicly by Citibank, N.A. in New York, New York, from time to time,
as its base rate plus (B) two (2%) percent multiplied by (z) the number of days
during the period commencing on the date such letter of credit is presented for
payment and ending on the date the amount drawn under such letter of credit is
repaid in full, divided by (ii) 365. The Letter of Credit Agreement was
terminated on March 20, 1997.
As an inducement to the Sellers to sell the Shares, Mr. Dupre executed
and delivered to the Sellers a guaranty, dated March 20, 1995, a copy of which
is attached hereto as Exhibit I, pursuant to which Mr. Dupre guaranteed all of
the obligations of the Issuer under the Letter of Credit Agreement, the
Non-Competition Agreements and the Severance Agreement (hereinafter defined).
The Guaranty was terminated on August 20, 1996.
Pursuant to a Pledge Agreement, dated as of March 20, 1995, among Mr.
Dupre, Pacific, Wang and Cheng (collectively the "Pledgors") and Bueno and YC,
Inc., on its own behalf and as agent for YC, Ltd., a copy of which is attached
hereto as Exhibit J (the "Pledge Agreement"), the Pledgors pledged the Initial
Shares to Bueno and the Sellers as security for the payment of (i) all
obligations of Mr. Dupre under the Yashiro Promissory Note, (ii) all obligations
of the Pledgors under the Stock Purchase Agreement, (iii) all obligations of the
Issuer under the Asset Purchase Agreement, (iv) all obligations of the Issuer
under any agreement that is an exhibit to the Asset Purchase Agreement,
including the Exclusive Purchasing Agreement, the Non-Competition Agreements and
the Severance Agreement and (v) all obligations of the Pledgors under the Pledge
Agreement. The Pledge Agreement was terminated on August 28, 1996.
<PAGE>
Concurrently with the closing of the transactions contemplated by the
Stock Purchase Agreement and the Asset Purchase Agreement, Takeshi Yamaguchi
resigned from the Board of Directors and the office of President of the Issuer;
Yutaka Yamaguchi and Neil Grundman resigned from the Board of Directors of the
Issuer; and Tsuguya Saeki resigned from the offices of Executive Vice President
and Chief Financial Officer of the Issuer. Pursuant to a Severence Agreement,
dated as of March 20, 1995, with Takeshi Yamaguchi, a copy of which is attached
hereto as Exhibit K (the "Severance Agreement"), the Issuer agreed to pay Mr.
Yamaguchi $100,000 plus interest at the rate of 10% per annum on March 31, 1996
and $100,000 plus interest at the rate of 10% per annum on March 31, 1997. On
March 29, 1995, the entire Board of Directors of the Issuer, consisting of Mr.
Dupre, Ian Mitchell, Eric Smith and Douglas Turner, elected Mr. Dupre as the
Chairman of the Board and Chief Executive Officer of the Issuer.
The Company has had discussions with several prospective purchasers of
its luggage division, one of which is an entity in which Mr. Dupre has an
interest; otherwise Mr. Dupre does not have any present plans or proposals that
relate to or would result in the following: (i) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer of any of its subsidiaries;
(iii) a sale or transfer of a material amount of the remaining assets of the
Issuer or any of its subsidiaries; (iv) an additional change in the Board or
management of the Issuer; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) changes in the Issuer's charter or
by-laws or other actions that might impede the acquisition of control of the
Issuer; (viii) causing the Common Stock to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) causing
the Common Stock to be eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act or any other similar action; or (x) any
action similar to any of those enumerated above.
Notwithstanding anything contained herein, Mr. Dupre reserves the right
to change his intention with respect to any and all of the matters referred to
in this Item 4.
On June 8, 1995, Mr. Dupre entered into a Voting Agreement, dated as of
May 1, 1995, with Pacific, Wang and Cheng, a copy of which is attached hereto as
Exhibit M (the "Voting Agreement"), pursuant to which Pacific, Wang and Cheng
delivered an irrevocable proxy to Mr. Dupre and granted Mr. Dupre the right to
vote an aggregate of 266,666 shares of Common Stock and all shares of Common
Stock subsequently acquired by them. In addition, Pacific, Wang and Cheng agreed
not to dispose of any shares of Common Stock without the prior written consent
of Mr. Dupre except as contemplated by or provided for in the Pledge Agreement.
The Voting Agreement was terminated on January 27, 1999.
<PAGE>
Also on June 8, 1995, Mr. Dupre entered into an Option Agreement, dated
as of May 1, 1995, with Pacific, a copy of which is attached hereto as Exhibit
N-1 (the "Pacific Option Agreement"), and an Option Agreement with Albert H.
Cheng, a copy of which is attached hereto as Exhibit N-2 (the "Cheng Option
Agreement"; together with the Pacific Option Agreement, collectively, the
"Option Agreements"). Pursuant to the Option Agreements, Pacific granted to Mr.
Dupre the right to acquire all 266,666 shares of Common Stock owned by it for a
purchase price of $1.125 per share, and Cheng granted to Mr. Dupre the right to
purchase all 88,888 shares of Common Stock owned by him for a purchase price of
$3.38 per share. The Option Agreements also provide that Pacific and Cheng may
not dispose of any shares of Common Stock without the prior written consent of
Mr. Dupre except as contemplated by or provided for in the Pledge Agreement. The
Option Agreements were terminated on January 27, 1999.
On December 17, 1998 Mr. Dupre sold 160,000 shares of Common Stock for
an aggregate consideration of $120,000 and loaned $110,000 of such proceeds to
the Issuer for working capital purposes. Such loan is evidenced by a two-year
promissory note in the principal amount of $120,000 that bears interest at the
rate of eight percent (8%) per annum, a copy of which is annexed hereto as
Exhibit O.
In January, 1999 Mr. Dupre sold 150,000 shares of Common Stock in a
series of transactions for an aggregate consideration of $231,250 and loaned
$225,000 of the proceeds to the Issuer for working capital purposes. Such loan
is evidenced by a two-year promissory note in the principal amount of $225,000
that bears interest at the rate of eight percent (8%) per annum, a copy of which
is annexed hereto as Exhibit P.
(b)-(j) not applicable
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Dupre is the beneficial owner of 787,668
shares of Common Stock, constituting approximately 11.9% of the issued and
outstanding shares of Common Stock;
(b) Mr. Dupre has the sole power to vote and dispose of 787,668 shares
held by him. Mr. Dupre is the beneficial owner of 522,668 shares of Common Stock
held by him. In addition, Mr. Dupre has the right to purchase 265,000 shares of
Common Stock within 60 days of the date hereof upon the exercise of options.
(c) Except as set forth herein, Mr. Dupre has effected no transactions
in shares of Common Stock of the Issuer in the past 60 days.
(d) not applicable
(e) not applicable
<PAGE>
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Mr. Dupre does not have any contracts, arrangements, understandings or
relationships with any person with respect to any securities of the Issuer,
including but not limited to, any agreements concerning (i) transfer or voting
of any securities of the Issuer, (ii) finder's fees, (iii) joint ventures, (iv)
loan or option arrangements, (v) puts or calls, (vi) guarantees of profits,
(vii) division or profits or losses, or (viii) the giving or withholding of
proxies.
Item 7. Material to be filed as Exhibits.
Pursuant to Rule 13d-2(e), the previously filed paper exhibits listed below have
not been restated but are incorporated by reference:
Exhibit A - Promissory Note, dated March 20, 1995, by Mr. Dupre to YC, Inc., as
agent.
Exhibit B - Promissory Note, dated March 20, 1995, by Mr. Dupre to Wang.
Exhibit C - Promissory Note, dated March 20, 1995, by Mr. Dupre to Cheng.
Exhibit D - Stock Purchase Agreement, dated as of March 20, 1995, among Mr.
Dupre, Pacific, Wang, Cheng, YC, Inc. and YC, Ltd.
Exhibit E - Asset Purchase Agreement, dated as of March 20, 1995, between the
Issuer and Bueno.
Exhibit F-1 - Non-Competition Agreement, dated as of March 20, 1995, between
Issuer and YC, Ltd.
Exhibit F-2 - Non-Competition Agreement, dated as of March 20, 1995, between
Issuer and YC, Inc.
Exhibit F-3 - Non-Competition Agreement, dated as of March 20, 1995, between
Issuer and Yutaka Yamaguchi.
Exhibit F-4 - Non-Competition Agreement, dated as of March 20, 1995, between
Issuer and Takeshi Yamaguchi.
Exhibit G - Exclusive Purchasing Agreement, dated as of March 20, 1995, between
the Issuer and YC, Inc.
Exhibit H - Letter of Credit Agreement, dated March 20, 1995, between the Issuer
and YC, Inc.
Exhibit I - Guaranty, dated March 20, 1995, by Mr. Dupre in favor of YC, Inc.
and YC, Ltd.
Exhibit J - Pledge Agreement, dated as of March 20, 1995 among Mr. Dupre,
Pacific, Wang, Cheng, Bueno, and YC, Inc., on its own behalf and as agent for
YC, Ltd.
Exhibit K - Severance Agreement, dated as of March 20, 1995 between the Issuer
and Takeshi Yamaguchi.
<PAGE>
Exhibit L - Joint Filing Agreement and Power of Attorney
Exhibit M - Voting Agreement, dated as of May 1, 1995, among Mr. Dupre, Pacific,
Wang and Cheng
Exhibit N-1 - Option Agreement, dated as of May 1, 1995, between Mr. Dupre and
Pacific
Exhibit N-2 - Option Agreement, dated as of May 1, 1995, between Mr. Dupre and
Cheng
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit O - Promissory Note dated December 17, 1998, by Company to Mr. Dupre.
Exhibit P - Promissory Note dated January 29, 1999 by Company to Mr. Dupre.
<PAGE>
Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this Schedule 13D is true, complete and correct.
Date: March 10, 1999
/s/ Joel Dupre
- -------------------------
Joel Dupre
<PAGE>
PROMISSORY NOTE
Amount: $110,000.00 Dated as of: December 17, 1998
FOR VALUE RECEIVED, SIRCO INTERNATIONAL CORP. (the "Maker"), promises
to pay to JOEL DUPRE (the "Holder"), at the address of the Holder set forth in
Section 10 hereof or at such other place or to such other person as may be
designated in writing by the Holder, on December 31, 2000 (the "Maturity Date"),
the principal amount of One Hundred Ten Thousand Dollars ($110,000.00).
1. From the date this Note becomes due and payable in accordance with
the foregoing, the principal amount of this Note then outstanding shall bear
interest, until the principal amount hereof is paid in full, at a rate equal to
eight percent (8%) per annum. Such accrued interest shall be due and payable on
the Maturity Date.
2. All payments of principal of or interest on or other sums due in
connection with this Note shall be payable by check or wire transfer in lawful
money of the United States which shall be legal tender for public and private
debts at the time of payment. This Note may be prepaid, in whole or in part, at
any time without penalty. Any partial prepayment of principal shall be applied
against the unpaid principal balance hereof.
3. All powers and remedies given to the Holder pursuant to the terms of
this Note shall, to the extent permitted by law, be deemed cumulative and shall
not be exclusive of any other powers and remedies available to the Holder, by
judicial proceedings or otherwise, to enforce the performances or observance of
the covenants and agreements contained in this Note, and every power and remedy
given by the foregoing or by law to the Holder may be exercised from time to
time, and as often as shall be deemed expedient by the Holder.
4. The obligations of the Maker to the Holder of this Note shall be
absolute and unconditional and the rights of the Holder shall not be subject to
any defenses, set-offs, counterclaims, or recoupment by reason of any
indebtedness or liability at any time owing by the Holder to the Maker.
5. This Note may not be changed orally. No waiver, amendment or
modification of this Note shall be valid except with respect to the specific
instance and unless evidenced by a writing duly executed and acknowledged under
oath by the party to be charged herewith, and no evidence of any waiver,
amendment or modification shall be offered or received in evidence in any
proceeding, arbitration or litigation between the Maker and the Holder affecting
the rights and obligations of the Maker and Holder under this Note, unless such
waiver, amendment or modification is in writing, duly executed and acknowledged
as aforesaid.
6. This Note is not transferable and may not be assigned by the Holder
or transferred by the Holder by negotiation without the prior written consent of
the Maker.
7. This Note shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
8. If any one or more of the provisions contained in this Note shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Note, but this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
9. This Note shall be governed by the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.
10. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
if to the Maker, to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-3601
Attention: Paul Riss
with a copy to:
Pryor, Cashman, Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022
Attention: Eric M. Hellige, Esq.
if to the Holder, to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-3601
Attention: Joel Dupre
IN WITNESS WHEREOF, the Maker has signed this Note as of the day and
year first above written.
SIRCO INTERNATIONAL CORP.
By:
Paul H. Riss
Chief Financial Officer
<PAGE>
PROMISSORY NOTE
Amount: $225,000.00 Dated as of: January 29, 1999
FOR VALUE RECEIVED, SIRCO INTERNATIONAL CORP. (the "Maker"), promises
to pay to JOEL DUPRE (the "Holder"), at the address of the Holder set forth in
Section 10 hereof or at such other place or to such other person as may be
designated in writing by the Holder, on January 31, 2001 (the "Maturity Date"),
the principal amount of Two Hundred Twenty Five Thousand Dollars ($225,000.00).
1. From the date this Note becomes due and payable in accordance with
the foregoing, the principal amount of this Note then outstanding shall bear
interest, until the principal amount hereof is paid in full, at a rate equal to
eight percent (8%) per annum. Such accrued interest shall be due and payable on
the Maturity Date.
2. All payments of principal of or interest on or other sums due in
connection with this Note shall be payable by check or wire transfer in lawful
money of the United States which shall be legal tender for public and private
debts at the time of payment. This Note may be prepaid, in whole or in part, at
any time without penalty. Any partial prepayment of principal shall be applied
against the unpaid principal balance hereof.
3. All powers and remedies given to the Holder pursuant to the terms of
this Note shall, to the extent permitted by law, be deemed cumulative and shall
not be exclusive of any other powers and remedies available to the Holder, by
judicial proceedings or otherwise, to enforce the performances or observance of
the covenants and agreements contained in this Note, and every power and remedy
given by the foregoing or by law to the Holder may be exercised from time to
time, and as often as shall be deemed expedient by the Holder.
4. The obligations of the Maker to the Holder of this Note shall be
absolute and unconditional and the rights of the Holder shall not be subject to
any defenses, set-offs, counterclaims, or recoupment by reason of any
indebtedness or liability at any time owing by the Holder to the Maker.
5. This Note may not be changed orally. No waiver, amendment or
modification of this Note shall be valid except with respect to the specific
instance and unless evidenced by a writing duly executed and acknowledged under
oath by the party to be charged herewith, and no evidence of any waiver,
amendment or modification shall be offered or received in evidence in any
proceeding, arbitration or litigation between the Maker and the Holder affecting
the rights and obligations of the Maker and Holder under this Note, unless such
waiver, amendment or modification is in writing, duly executed and acknowledged
as aforesaid.
6. This Note is not transferable and may not be assigned by the Holder
or transferred by the Holder by negotiation without the prior written consent of
the Maker.
7. This Note shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
8. If any one or more of the provisions contained in this Note shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Note, but this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
9. This Note shall be governed by the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.
10. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
if to the Maker, to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-3601
Attention: Paul Riss
with a copy to:
Pryor, Cashman, Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022
Attention: Eric M. Hellige, Esq.
if to the Holder, to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-3601
Attention: Joel Dupre
IN WITNESS WHEREOF, the Maker has signed this Note as of the day and
year first above written.
SIRCO INTERNATIONAL CORP.
By:
Paul H. Riss
Chief Financial Officer
