SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A1
X ANNUAL REPORT UNDER SECTION 13 OR 15(D)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
-----------------
- --- TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ________
COMMISSION FILE NO.: 01-13470
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BIG SMITH BRANDS, INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Delaware 13-3005371
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7100 West Camino Real, Suite 201, Boca Raton, Florida 33433
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Issuer's telephone number: (407) 367-8283
Securities registered under Section 12(b) of the Exchange Act:
Name of Each
Exchange
Title of Classes on Which Registered
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Common Stock, $.01 par value Pacific Stock Exchange
Common Stock Purchase Warrants NASDAQ Small-Cap Market
Securities registered under Section 12(g) of the Exchange Act:
NONE
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
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<PAGE>
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this Form 10-KSB, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [x]
Issuer's revenues for its most recent fiscal year: $22,610,942
As of March 29, 1996, Registrant had 3,930,000 shares of Common Stock
outstanding ($.01 par value). On that date, the aggregate market value of the
Common Stock held by persons other than those who may be deemed affiliates of
Registrant was $4,643,125 (based on the average of the reported high and low
sales prices on NASDAQ on such date).
Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
Exhibit No.
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3(a) Form of Restated Certificate of Incorporation.*
(b) By-laws.*
4(a) Form of Common Stock Purchase Warrant.*
(b) Form of Warrant Agreement.*
10(a) Form of the Big Smith Brand, Inc.'s (the "Company") 1994 Stock
Incentive Plan.* (b) Employment Agreement between the Company and S.
Peter Lebowitz.* (c) Loan and Security Agreement, dated June 25, 1992,
between the Company and Mercantile Business Credit Inc.*
Amendment No. 1, dated June 14, 1993*
Amendment No. 2, dated December 23, 1993*
Amendment No. 3, dated April 4, 1994*
Amendment No. 4, dated October 14, 1994*
Amendment No. 5, dated November 4, 1994*
Amendment No. 6, dated December 15, 1994*
Amendment No. 7, dated June 30, 1995*****
Modification of Loan Agreement, dated July 1, 1995*****
(d) Authorization and Loan Agreement (Guaranty Loans), dated May 19, 1992,
between the Company and the U.S. Small Business Administration.*
(e) Loan and Security Agreement, dated September 15, 1992, between the
Company and Miami Area Economic Development Service, Inc.*
(f) Asset Purchase Agreement, dated August 16, 1994, between the Company
and Heartland USA Apparel Manufacturing, Inc.*
(g) Distribution Agreement, dated February 1, 1994, between the Company
and Betty Smith Co., Ltd.**
(h) Trademark Merchandise License Agreement, dated October 26, 1993,
between the Company and Caterpillar Inc.**
Letter from Caterpillar Inc. to counsel for the Company, dated October
3, 1994.**
Amendment No. 1, dated July 1, 1994.**
Amendment No. 4, dated August 8, 1994.**
Amendment No. 5, dated March 10, 1995.****
Amendment No. 7, dated November 7, 1995.***
(i) License Agreement dated July 1994, between the Company and Wolverine
World Wide, Inc.**
(j) Use of Trademark and Distribution Agreement, dated May 1994, between
the Company and The Big Yellow Corporation Limited.**
(k) Distribution Agreement, dated October 1, 1994, between the Company and
Fashion Fever C.C.** Letter Agreement between the Company and Fashion
Fever C.C., dated October 1, 1994.**
(l) Memorandum of Understandings and Agreements, dated May 1, 1994,
between the Company and Shuken Co. Ltd.**
(m) Exclusive Distribution Agreement, dated June 1, 1994, between the
Company and All-American.**
(n) Distribution Agreement, dated June 1, 1994, between the Company and
Off-Shore Italia S.R.L.**
(o) Distribution Agreement, dated September 1, 1994, between the Company
and Double Impact GMBH.** Letter Agreement, dated September 16,
1994.**
(p) Distribution Agreement, dated October 1, 1994, between the Company and
BS of Germany GMBH.**
<PAGE>
(q) Stock Option Agreement between the Company and S. Peter Lebowitz.*
(r) Stock Option Agreement between the Company and S. Peter Lebowitz.*
(s) Underwriting Agreement between Barington Capital Group, L.P. (the
"Underwriter") and the Company.*
(t) Underwriter's Option Agreement.*
(u) Consulting Agreement between the Company and the Underwriter.*
(v) Distribution Agreement, dated April 1, 1995, between the Company and
Yesil Kuhdura A.S.****
(w) Distribution Agreement, dated March 1, 1995, between the Company and
Peter Schaer Handels AG.****
(x) Distribution Agreement, dated April 1, 1995, between the Company and
GAFA, S.A. ****
(y) Trademark Agreement, dated April 18, 1995, between the Company and
Amita S.r.L.******
23 Consent of Baird, Kurtz and Dobson *******
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* Previously filed with, and incorporated herein by reference to, the
Registrant's Registration Statement on Form SB-2 (No. 33-85302), as
amended, declared effective on February 8, 1995 ("Form SB-2").
** Previously filed with, and incorporated herein by reference to the
Form SB-2, subject to a confidentiality request.
*** Filed herewith subject to a confidentiality request.
**** Previously filed with, and incorporated herein by reference to, the
Registrant's Annual Report on Form 10- KSB for the fiscal year ended
December 31, 1994 (File No 01-13470), filed on April 7, 1995.
***** Previously filed with, and incorporated by reference to, the
Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995, filed on August 17, 1995.
****** Previously filed with, and incorporated by reference to, the
Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, filed on November 29, 1995.
******* Filed herewith.
(b) REPORTS ON FORM 8-K.
None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 3, 1996 BIG SMITH BRANDS, INC.
By:/s/Terry L. Dober
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Terry L. Dober
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Sequentially Number
- ----------- -------------------
3(a) Form of Restated Certificate of Incorporation.*
(b) By-laws.*
4(a) Form of Common Stock Purchase Warrant.*
(b) Form of Warrant Agreement.*
10(a) Form of the Big Smith Brand, Inc.'s (the "Company") 1994 Stock
Incentive Plan.* (b) Employment Agreement between the Company and S.
Peter Lebowitz.* (c) Loan and Security Agreement, dated June 25, 1992,
between the Company and Mercantile Business Credit Inc.*
Amendment No. 1, dated June 14, 1993*
Amendment No. 2, dated December 23, 1993*
Amendment No. 3, dated April 4, 1994*
Amendment No. 4, dated October 14, 1994*
Amendment No. 5, dated November 4, 1994*
Amendment No. 6, dated December 15, 1994*
Amendment No. 7, dated June 30, 1995*****
Modification of Loan Agreement, dated July 1, 1995*****
(d) Authorization and Loan Agreement (Guaranty Loans), dated May 19, 1992,
between the Company and the U.S. Small Business Administration.*
(e) Loan and Security Agreement, dated September 15, 1992, between the
Company and Miami Area Economic Development Service, Inc.*
(f) Asset Purchase Agreement, dated August 16, 1994, between the Company
and Heartland USA Apparel Manufacturing, Inc.*
(g) Distribution Agreement, dated February 1, 1994, between the Company
and Betty Smith Co., Ltd.**
(h) Trademark Merchandise License Agreement, dated October 26, 1993,
between the Company and Caterpillar Inc.**
Letter from Caterpillar Inc. to counsel for the Company, dated October
3, 1994.**
Amendment No. 1, dated July 1, 1994.**
Amendment No. 4, dated August 8, 1994.**
Amendment No. 5, dated March 10, 1995.****
Amendment No. 7, dated November 7, 1995.***
(i) License Agreement dated July 1994, between the Company and Wolverine
World Wide, Inc.**
(j) Use of Trademark and Distribution Agreement, dated May 1994, between
the Company and The Big Yellow Corporation Limited.**
(k) Distribution Agreement, dated October 1, 1994, between the Company and
Fashion Fever C.C.** Letter Agreement between the Company and Fashion
Fever C.C., dated October 1, 1994.**
(l) Memorandum of Understandings and Agreements, dated May 1, 1994,
between the Company and Shuken Co. Ltd.**
(m) Exclusive Distribution Agreement, dated June 1, 1994, between the
Company and All-American.**
(n) Distribution Agreement, dated June 1, 1994, between the Company and
Off-Shore Italia S.R.L.**
(o) Distribution Agreement, dated September 1, 1994, between the Company
and Double Impact GMBH.** Letter Agreement, dated September 16,
1994.**
(p) Distribution Agreement, dated October 1, 1994, between the Company and
BS of Germany GMBH.**
<PAGE>
(q) Stock Option Agreement between the Company and S. Peter Lebowitz.*
(r) Stock Option Agreement between the Company and S. Peter Lebowitz.*
(s) Underwriting Agreement between Barington Capital Group, L.P. (the
"Underwriter") and the Company.*
(t) Underwriter's Option Agreement.*
(u) Consulting Agreement between the Company and the Underwriter.*
(v) Distribution Agreement, dated April 1, 1995, between the Company and
Yesil Kuhdura A.S.****
(w) Distribution Agreement, dated March 1, 1995, between the Company and
Peter Schaer Handels AG.****
(x) Distribution Agreement, dated April 1, 1995, between the Company and
GAFA, S.A. ****
(y) Trademark Agreement, dated April 18, 1995, between the Company and
Amita S.r.L.******
23 Consent of Baird, Kurtz and Dobson *******
- --------------------------
* Previously filed with, and incorporated herein by reference to, the
Registrant's Registration Statement on Form SB-2 (No. 33-85302), as
amended, declared effective on February 8, 1995 ("Form SB-2").
** Previously filed with, and incorporated herein by reference to the
Form SB-2, subject to a confidentiality request.
*** Filed herewith subject to a confidentiality request.
**** Previously filed with, and incorporated herein by reference to, the
Registrant's Annual Report on Form 10- KSB for the fiscal year ended
December 31, 1994 (File No 01-13470), filed on April 7, 1995.
***** Previously filed with, and incorporated by reference to, the
Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995, filed on August 17, 1995.
****** Previously filed with, and incorporated by reference to, the
Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, filed on November 29, 1995.
******* Filed herewith.
[LOGO]
[BAIRD KURTZ & DOBSON LETTERHEAD]
As independent public accountants, we hereby consent to the inclusion of
our report dated March 8, 1996, included in Big Smith Brands, Inc.'s Form
10-KSB, in the Supplement to the Propectus of Big Smith Brands, Inc. relating
to the Registration Statement on Form SB-2 (File No. 33-85302).
/s/BAIRD KURTZ & DOBSON
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Joplin, Missouri
July 1, 1996
