NAUTICA ENTERPRISES INC
10-C, 1996-05-30
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                          Nautica Enterprises, Inc.
                 ----------------------------------------------
              (Exact name of issuer as specified in its charter)

                40 West 57th Street, New York, New York 10019
              ---------------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code:  (212) 541-5757


                  I. CHANGE IN NUMBER OF SHARES OUTSTANDING

        Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:

1.  Title of security . . . . . . . . . . . . . . . . . .      Common Stock

2.  Number of shares outstanding before the change  . . .        20,732,691

3.  Number of shares outstanding after the change . . . .        41,465,382

4.  Effective date of change  . . . . . . . . . . . . . .      May 28, 1996

5.  Method of change:   One Hundred Percent (100%) Stock Dividend. 
    Stockholders of record on May 13, 1996 received one additional share of
    Common Stock of the Company for each share they held on such date.



                II. CHANGE IN NAME OF ISSUER    

Not Applicable.
                                              


Dated:  May 30, 1996                      By:  /s/ Harvey Sanders
                                               -------------------------------
                                               HARVEY SANDERS, President




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