<PAGE>
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement
INTERNATIONAL CUTLERY, LTD.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
INTERNATIONAL CUTLERY, LTD.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 4, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of
International Cutlery, Ltd. (the "Meeting") will be held at 10:00 A.M. on
December 4, 1997 at the offices of International Cutlery, Ltd. (the "Company"),
at 127 West 25th Street, 5th Floor, New York, New York 10011. This Notice and
the accompanying Information Statement provides you with the following
information:
1. That at the Meeting, a board of five directors will be elected to serve
until the next meeting of stockholders or until their successors are duly
elected and qualified;
2. That at the Meeting, the selection, by the Board of Directors, of Rothstein
Kass & Company, P.C. as independent accountants will be voted upon for
ratification for the ensuing year;
3. That, effective October 10, 1997, the Certificate of Incorporation of the
Company was amended to increase the aggregate number of shares of the
Company's common stock, $0.01 par value per share, from 10,000,000 shares to
40,000,000 shares; and
4. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on November 4, 1997
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting. Stockholders are cordially invited to attend the
Meeting.
By Order of the Board of Directors,
Joel J. Silver,
Chairman and President
November 13, 1997
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE>
INTERNATIONAL CUTLERY, LTD.
127 WEST 25TH STREET, 5TH FLOOR
NEW YORK, NEW YORK 10011
INFORMATION STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 4, 1997
INTRODUCTION
This Information Statement is being furnished by the Board of Directors of
International Cutlery, Ltd. (the "Company"), in connection with the Annual
Meeting of Stockholders of the Company (the "Meeting") to be held on December 4,
1997 at 10:00 A.M. at the Company's offices at 127 West 25th Street, 5th Floor,
New York, New York for the purposes set forth in the attached Notice of Annual
Meeting of Stockholders.
The holders of record of the Company's common stock, par value $.01 per
share, as of the close of business on November 4, 1997 (the "Record Date"), are
entitled to vote on all matters brought before the Meeting.
Each stockholder is entitled to one vote for each share of common stock held
by him or her at the close of business on the Record Date. All stockholders are
encouraged to attend the Meeting and vote his or her shares in person as the
Company is not providing proxies herewith or soliciting any proxies.
This Information Statement is first being mailed to stockholders on or about
November 13, 1997. A copy of the Company's Form 10-K-SB for the year ended April
26, 1997 is being mailed to all stockholders with this Information Statement.
OWNERSHIP OF SECURITIES
Only stockholders of record at the close of business on November 4, 1997,
the date fixed by the Board of Directors in accordance with the Company's
By-Laws, are entitled to vote at the meeting. As of November 4, 1997, the record
date fixed for the determination of stockholders entitled to vote at the
Meeting, there were issued and outstanding 10,189,248 shares of the Company's
common stock.
Each outstanding share of common stock is entitled to one vote on all
matters properly coming before the meeting. A majority of the shares of the
outstanding common stock is necessary to constitute a quorum for the meeting.
The following table sets forth certain information as of November 4, 1997,
with respect to each beneficial owner of five percent (5%) or more of the
outstanding shares of common stock of the Company, each officer and director of
the Company and all officers and directors as a group. The table does not
include options or SARs that have not yet vested or are not exercisable within
60 days of the date hereof.
1
<PAGE>
Unless otherwise indicated, the address of each such person or entity is 127
West 25th Street, New York, New York 10011.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
TITLE OF CLASS NAME AND ADDRESS OWNED(1) PERCENT(2)
- -------------------------------------------------------------- ------------------------- ----------- ---------------
<S> <C> <C> <C>
Common Stock
$.01 Par Value.............................................. Joel J. Silver(1) 7,264,192 69%
Esther S. Silver 3,350,564 33%
Caryn N. Silver 1,788,064 18%
Lawrence N. Silver 1,788,064 18%
All officers and
directors as a group (5
persons) 7,264,192 69%
</TABLE>
- ------------------------
(1) Joel J. Silver, the Company's President, does not directly own any shares of
Common Stock. However, Mr. Silver has entered into agreements with each of
Esther S. Silver, Caryn N. Silver and Lawrence N. Silver the other above
individuals (all members of his immediate family) which give Mr. Silver the
right to vote such shares on any matter that may be put before the
stockholders for consideration and therefore is deemed to be the beneficial
holder of the 6,926,692 shares of Common Stock owned directly by them. All
of these shares have been pledged as collateral to secure a $1.3 million
line of credit from Sharp of Florida, Inc. Includes 337,500 shares of Common
Stock issuable to Joel J. Silver upon exercise of Performance Options earned
by, but not yet issued to, Mr. Silver. Does not include up to 112,500 shares
of Common Stock which may be issuable upon the exercise of the Performance
Options which may be granted in the future.
(2) Does not include any shares of Common Stock issuable upon the exercise any
of the Company's outstanding Warrants.
ITEM 1--ELECTION OF DIRECTORS
Five directors are to be elected at the Meeting to hold office until the
next meeting of stockholders or until their successors have been duly elected
and qualified. The election of directors requires the affirmative vote of at
least the majority of shares of common stock present or represented at a meeting
at which a quorum (one-third of the outstanding shares of common stock) is
present or represented.
The following table sets forth the name and age of each nominee for director
and each executive officer other than such nominees, the year first elected a
director or, in the case of the other executive officers, the year first
appointed an executive officer, and the positions held by them with the Company.
The By-Laws of the Company provide that the authorized number of directors
shall be as set by the Board of Directors but shall not be less than three,
unless all of the outstanding shares are owned beneficially and of record by
less than three stockholders, in which event the number of directors shall not
be less than the number of stockholders permitted by statute. The authorized
number is presently five. The directors hold office until the next annual
meeting of stockholders and until their successors have been elected and
qualified. There are no agreements with respect to the election of directors.
The Company has not to date paid directors fees for service on the Board of
Directors or any committee thereof.
2
<PAGE>
STOCKHOLDER VOTE REQUIRED
The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Annual
Meeting of Stockholders and entitled to vote on the election of directors.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Joel J. Silver....................................... 61 Chairman of the Board, President, Chief Executive
Officer and Chief Financial Officer
Lawrence N. Silver................................... 37 Treasurer, Secretary, Vice President of Operations
and Merchandising and Director
Martin S. Begun...................................... 65 Director
Caryn N. Silver...................................... 33 Executive Vice President and Director
Norman Wolf.......................................... 67 Director
</TABLE>
JOEL J. SILVER has been President, Chief Executive Officer and a Director
since the Company's inception, Mr. Silver co-founded CW Acquisitions, Inc. ("CW
Acquisitions") in 1990 and served from its inception as a director and until
1993, as senior executive vice president. In June 1993, Mr. Silver was appointed
CW Acquisitions' Co-Chairman, president and Chief Executive Officer. Mr. Silver
was also a Director, President, Treasurer and Secretary of Hoffritz Holding
Company, Inc. and Edwin Jay Inc., a subsidiary of Hoffritz for Cutlery, Inc.
("Hoffritz"), which positions he held for approximately 19 years. In August
1994, certain creditors of CW Acquisitions and the above three Hoffritz entities
filed involuntary petitions in the Court pursuant to Chapter 11 of the U.S.
Bankruptcy Code, which petitions on September 28, 1994, placed the companies
into Chapter 11 reorganization proceedings. The bankruptcy proceeding was
dismissed on March 22, 1996. From 1970 to 1972, Mr. Silver served as First
Deputy Commissioner in the New York City Housing Development Administration
Department of Rent and Housing Maintenance. From 1960 to 1970 and 1972, Mr.
Silver has engaged in private legal practice. From 1983 to 1997, Mr. Silver was
a director of Acorn Venture Capital Corporation, a venture capital company which
invests in a variety of businesses. From 1993 to 1997, Mr. Silver was a director
of Claire's Stores, Inc., a retailer of costume jewelry with over 1,400 stores.
Mr. Silver received a B.S. in accounting from New York University and a J.D.
from New York Law School in 1960.
LAWRENCE N. SILVER has served as the Company's Treasurer, Secretary and Vice
President of Operations and Merchandising since its inception and was elected a
director in 1996. Mr. Silver was initially employed by Hoffritz For Cutlery,
Inc. as an Internal Auditor. He then became a Sales Audit Manager, an Assistant
District Manager, a District Manager, a Manager of Expense Control and finally
the Assistant Director of Operations. Mr. Silver was employed in such capacities
from 1989 until its creditors placed the company into Chapter 11 reorganization
proceedings in August 1994. From 1987 to 1989, he was employed by Brown Brothers
Harriman & Company Securities Division as a foreign clerk and from 1985 to 1987,
he was employed by the Bank of New York as a journal clerk. Mr. Silver received
a B.B.A. in Management from Adelphi University.
MARTIN S. BEGUN was elected a director of the Company in November 1994. Mr.
Begun is President of MSB Strategies, Inc., a public policy and planning
consulting firm, which he founded in 1997. From 1963 to 1997, Mr. Begun was
employed in a variety of positions by New York University Medical Center and
School of Medicine. From 1979 to 1997, he was the Vice President of the New York
University Medical Center and Associate Dean of the School of Medicine. Mr.
Begun has been a member of the Battery Park City Authority since 1991. Since
1986 he has been a director of Lechter's, Inc., a public company engaged in the
special retailing of housewares. Mr. Begun has a long history of community
service serving on a variety of advisory panels and is the author of numerous
academic articles. In 1997, he was appointed as a Senior Fellow at Taub Urban
Research Center of New York University's Robert F. Wagner Graduate School of
Public Service. Mr. Begun received his B.A. from the University of Wisconsin in
1953 and received his M.A. from Columbia University in 1955.
3
<PAGE>
CARYN N. SILVER was elected a director of the Company in November 1994 and
became Executive Vice President of the Company as of May 1, 1996. From 1989 to
1996, Ms. Silver was employed by the jewelry manufacturer Andin International as
director of sales. In 1988, Ms. Silver worked as a merchandise coordinator for
Hoffritz For Cutlery, Inc. Ms. Silver received her BA in marketing from George
Washington University in 1986 and received her MBA in marketing and
international business from the New York University Leonard N. Stern School of
Business in 1988.
NORMAN WOLF was elected a director of the Company in November 1994. Since
1990, Mr. Wolf has been the president of Carole Wren, Inc., a clothing
manufacturer. Mr. Wolf has been in the business of apparel manufacturing for
approximately 50 years.
Each officer of the Company serves at the discretion of the Board of
Directors. Joel J. Silver is the father of Lawrence N. Silver and Caryn N.
Silver. Otherwise, there are no family relationships among any other directors
or officers of the Company.
Joel J. Silver, Lawrence N. Silver, Martin Begun, Norman Wolf and Caryn N.
Silver may be deemed "Parents" and/or "Founders" of the Company as such terms
are defined under the federal securities laws.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board has three Committees, the Audit Committee, the Stock Option
Committee and the Compensation Committee. Martin Begun and Norman Wolf, the
Company's two independent directors, serve on each of such committees. The Audit
Committee is responsible for reviewing the Company's independent certified
public accountants the scope and results of their audits and reviewing with the
independent certified public accountants and management, the Company's
accounting and reporting principles, policies and practices, as well as the
Company's accounting, financial and operating controls and staff. The Stock
Option Committee's responsibilities include discussing strategies in connection
with the issuance of options to directors, employees and consultants. The
Compensation Committee is responsible for establishing and reviewing the
appropriate compensation of directors and officers of the Company and reviewing
employee compensation plans. The Company does not currently have a Nominating
Committee.
The Company's Board of Directors did not meet during the fiscal year ended
April 26, 1997. There were no formal meetings held by either the Audit
Committee, the Stock Option Committee or the Compensation Committee during the
fiscal year ended April 26, 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all cash compensation for services rendered
in all capacities to the Company, for the fiscal years ended April 26, 1997 and
April 27, 1996 and the period ended April 29, 1995 paid to the Company's Chief
Executive Officer, the four other most highly compensated executive officers
(the "Named Executive Officers") at the end of the above fiscal years whose
total compensation exceeded $100,000 per annum, and up to two persons whose
compensation exceeded $100,000 during the above fiscal years, although they were
not executive officers at the end of such years.
<TABLE>
<CAPTION>
YEAR/ RESTRICTED
NAME AND PERIOD ANNUAL STOCK
PRINCIPAL POSITION ENDED COMPENSATION BONUS AWARDS OPTIONS/ SARS
- ----------------------------------------------------- ----------- ------------- ------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
Joel Silver, President
Chief Executive Officer............................ 1997 $ 300,000 0 0 0
1996 $300,000 0 0 0
1995 $200,000 0 0 0
Caryn Silver, Executive Vice President............... 1997 $ 110,000 0 0 0
<CAPTION>
NAME AND OTHER
PRINCIPAL POSITION COMPENSATION
- ----------------------------------------------------- -------------------
<S> <C>
Joel Silver, President
Chief Executive Officer............................ 0
0
0
Caryn Silver, Executive Vice President............... 0
</TABLE>
4
<PAGE>
On December 11, 1995, the Company entered into a two-year employment
agreement with Joel J. Silver, President, Chief Executive Officer and Chief
Financial Officer. Pursuant to the agreement, Mr. Silver's annual salary is
$300,000 per annum.
On March 28, 1996 the Company entered into a three year employment agreement
with Caryn Silver which became effective on May 1, 1996. Pursuant to the
agreement, Ms. Silver's annual salary is $110,000. Ms. Silver is eligible to
receive a bonus of up to $25,000 based on pretax profitability of the Company.
In July 1996, the Company entered into a three year employment agreement
with Lawrence Silver. Pursuant to the agreement, Mr. Silver's annual salary is
$80,000. Mr. Silver is eligible to receive raises at the discretion of the
Board.
PERFORMANCE OPTIONS
In the event that the Company opens six new locations, Joel J. Silver may be
granted options to purchase 112,500 shares of Common Stock at $.01 per share of
a period of five years. For each additional six locations opened, Mr. Silver
will receive identical options to purchase up to 112,500 shares, up to an
aggregate of 450,000 options (the "Performance Options"). The grant of
Performance Options, will result in compensation expense to the Company to the
extent that the fair market value of the Common Stock at the date of grant
exceeds the exercise price of the Performance Options.
As of the date of this Information Statement, Mr. Silver has earned the
option to purchase 337,500 shares. In the event the Company opens six additional
locations, bringing the total new locations opened to twenty-four, Mr. Silver
will have the option to purchase an additional 112,500 shares. Mr. Silver has
not, as of the date of this Information Statement, requested the Board of
Directors to issue him the option to purchase any shares.
CERTAIN TRANSACTIONS
On October 2, 1997, Joel J. Silver, Chairman of the Board of Directors and
President of the Company, exercised certain conversion rights under the $250,000
8% Convertible Promissory Note due May 1, 2000 (the "Note"). The Note was issued
to Mr. Silver as consideration for relinquishing a $250,000 line of credit from
Mr. Silver to the Company payable upon thirty days' notice of demand. The
Company received the line of credit from Mr. Silver in April 1997 to meet the
Company's working capital needs.
The Note provided that Mr. Silver may convert the Note into the Company's
Common Stock. Upon exercising the conversion right, Mr. Silver received
6,250,000 shares of Common Stock which he gifted to Esther S. Silver, his wife
(3,125,000 shares), Caryn N. Silver, his daughter and an officer and director of
the Company (1,562,500 shares), and Lawrence N. Silver, his son and an officer
and director of the Company (1,562,500 shares). Joel J. Silver however has
voting control over the 6,250,000 shares under agreements with each of the
aforementioned individuals. No interest or principal remains due on the Note.
The Company does not anticipate any change in its management as a result of the
change in control.
On October 6, 1997, the Company issued a Senior Secured Convertible
Promissory Note (the "Sharp Note") to Sharp of Florida, Inc. ("Sharp") for a
line of credit of up to $1.3 million. The Sharp Note is secured by the assets of
the Company and a pledge of the shares of Common Stock beneficially owned by
Joel J. Silver, Esther S. Silver, Caryn N. Silver and Lawrence N. Silver (the
"Silvers"). The Sharp Note bears interest at 7% per annum. Interest is due in
quarterly installments and the principal amount is due on July 31, 2001. The
Sharp Note contains a conversion feature whereby Sharp may convert the principal
amount due on the Sharp Note so that the Company will issue such number of
shares of the Company's Common Stock equal to 60% of the outstanding shares of
the Company's Common Stock on a fully diluted basis, excluding the Class A
Common Stock Purchase Warrants and the Class B Common Stock Purchase Warrants
(collectively the "Public Warrants"). If shares of the Company's Common Stock
are issued upon exercise of the Public Warrants after conversion of the Sharp
Note, the Silvers have agreed to transfer shares owned by them to Sharp so that
Sharp will own 60% of the Company's outstanding Common Stock.
5
<PAGE>
On August 22 and August 24, 1994, respectively, certain creditors of CW
Acquisitions and Hoffritz filed involuntary petitions in the U.S. Bankruptcy
Court for the Southern District of New York (the "Court") pursuant to Chapter 11
of the U.S. Bankruptcy Code, which petitions on September 28, 1994 placed CW
Acquisitions and Hoffritz into Chapter 11 reorganization proceedings. PNC Bank,
Kentucky, Inc. ("PNC"), a secured creditor of CW Acquisitions, holds security
interests in all the assets of CW Acquisitions and agreed to allow CW
Acquisitions to sell certain assets to the Company, subject to the lien which
PNC retains on certain of the Company's inventory acquired from CW Acquisitions,
which inventory had a retail value of approximately $426,000 as of September 30,
1995. Bankruptcy proceedings were dismissed on March 22, 1996 and there are no
plans to reorganize these companies. Joel J. Silver, the Company's President and
Chief Executive Officer, was the Chief Executive Officer, President and a
principal stockholder of CW Acquisitions and a Director and Senior Executive
Vice President of Hoffritz.
The assets purchased from CW Acquisitions consist of (i) approximately
$550,000 worth of inventory (at retail price); (ii) CW Acquisitions' furniture
and fixtures; and (iii) the following trademarks: "Cutlery World," "Cutlery
World" with design, "Sharp Talk," "Shaver Sharp" and "Shavers World." On March
16, 1995, the Court approved the sale of such assets by CW Acquisitions to the
Company. The purchase price for the assets is an amount equal to the greater of:
(i) 1/3 of the retail selling price of the inventory, which shall be due and
payable to PNC every two weeks as such inventory is sold; or (ii) $100,000. The
Company has paid to PNC approximately $29,000. Joel J. Silver has personally
guaranteed the payment to PNC of $100,000.
In addition, Hoffritz assigned to the Company the leases to four Hoffritz
stores. Hoffritz secured the approval of the Court for the assignments. The
purchase price for this transaction consisted of (i) $2,500 per store; (ii) the
agreement by the Company to pay certain unpaid rents due for the period
commencing in the Summer of 1994 through December 11, 1994 aggregating $147,851,
which has been paid; and (iii) the assumption of the future rents for the
stores. In connection with the Hoffritz transaction, the Company also negotiated
directly with the landlord to operate a fifth Hoffritz store located in Grand
Central Station, New York City, which it was forced to vacate in March 1996 due
to renovations in Grand Central Station.
In December 1994, the Company borrowed $100,000 from the Company's
President, which loan was repaid in March 1995 and $150,000 from Norman Wolf, a
Director of the Company. The note to Norman Wolf bears interest at 12% and was
repaid at the closing of the Company's initial public offering in December 1995.
In October and November 1995, the Company borrowed an aggregate of $125,000
from Joel Pashcow, Alan Adler and Bruce Adler, three principal stockholders of
the Company. The notes representing such loans bear interest at 12% and were
repaid at the closing of the initial public offering. The notes were secured by
a lien, second in priority, on all of the Company's inventory, which lien has
been released.
The Company rented 6,000 feet of warehouse space from 24th Street
Associates, a New York general partnership which is owned 50% by Joel J. Silver,
the Company's president and 50% by his brother J. Leonard Silver. The warehouse
space is rented at $10.00 per foot per year. The Company vacated such warehouse
space in December 1995, and currently rents 7,500 square feet of warehouse space
at the rate of $57,000 per year from a non-affiliated party.
The Company has adopted a board resolution that all future transactions,
including loans, between the Company and its officers, directors, principal
stockholders, and their affiliates must be approved by a majority of the Board
of Directors, including a majority of the independent and disinterested outside
directors on the Board of Directors, and will be on terms no less favorable to
the Company than could be obtained from unaffiliated third parties.
6
<PAGE>
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's directors, its
executive and certain other officers, and any persons holding ten percent or
more of the Company's Common Stock must report on their ownership of the
Company's Common Stock and any changes in that ownership to the Securities and
Exchange Commission and to the National Association of Securities Dealers,
Inc.'s Automated Quotation System. Specific due dates for these reports have
been established. During the year ended April 26, 1997, the Company believes all
reports for all transactions were filed on a timely basis.
ITEM 2--RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has unanimously approved the appointment of
Rothstein, Kass & Company, P.C. as the Company's independent certified public
accountants for the ensuing year. A member of Rothstein, Kass & Company, P.C.
will be available to answer questions and will have the opportunity to make a
statement if he or she so desires at the Annual Meeting of Stockholders.
STOCKHOLDER VOTE REQUIRED
Ratification of the appointment of Rothstein, Kass & Company as independent
public accountants will require the affirmative vote of the majority of the
shares present in person or represented by proxy at the Annual Meeting of
Stockholders.
ITEM 3--AMENDMENT TO CERTIFICATE OF INCORPORATION
The purpose of this Item 3 is to inform stockholders that effective October
10, 1997, the Certificate of Incorporation of the Company was amended to
increase the aggregate number of shares of the Company's common stock, $0.01 par
value per share, from 10,000,000 shares to 40,000,000 shares. The amendment was
approved by the Board of Directors on September 30, 1997 and by written consent
dated October 3, 1997, by stockholders holding shares of the Company's common
stock, $0.01 par value per share representing over two-thirds of the shares
outstanding and entitled to vote on the amendment of the Certificate of
Incorporation.
ITEM 4--OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more stockholders.
STOCKHOLDER PROPOSALS
In order to be included in the materials for the Company's next Annual
Meeting of Stockholders, stockholder proposals must be received by the Company
on or before July 31, 1998.
ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE COMMISSION
A copy of the Company's Annual Report on Form 10-K-SB for the year ended
April 26, 1997 as filed with the Securities and Exchange Commission (without
exhibits) is attached hereto. A copy of the Company's Quarterly Report on Form
10-QSB for the quarter ended July 26, 1997 as filed with the Securities and
Exchange Commission (without exhibits) is available to stockholders free of
charge by writing to International Cutlery, Ltd., 127 West 25th Street, New
York, New York 10011, Attention: Secretary.
By Order of the Board of Directors,
Joel J. Silver
Chairman and President
New York, New York
November 13, 1997
7
