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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 10, 1997
INTERNATIONAL CUTLERY, LTD.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-26874 13-3796781
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
127 West 25th Street, New York, New York 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 924-7300
N/A
______________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
Effective October 10, 1997, International Cutlery, Ltd.'s Certificate of
Incorporation was amended to increase the authorized common stock from
10,000,000 shares, $.01 par value per share, to 40,000,000 shares, $.01 par
value per share.
Item 7 Exhibits
The following exhibits are filed herewith:
3.1 Certificate of Amendment of Certificate of Incorporation filed October 10,
1997.
Item 8 Change in Fiscal Year
Effective October 23, 1997, the Board of Directors of International Cutlery
Inc. (the "Company") approved the change of the Company's fiscal year end to a
52-53 week accounting period ending the Saturday closest to January 31. As a
result of the change, the Company will file an Annual Report on Form 10-KSB for
the transition period from April 27, 1997 to January 31, 1998 and will not file
a Quarterly Report on Form 10-QSB for the quarter and nine months ended January
31, 1998.
SIGNATURES
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.
INTERNATIONAL CUTLERY, LTD.
By:/s/ JOEL J. SILVER
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Joel J. Silver,
President and Chairman of the Board
Dated: October 28, 1997
2
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Exhibit Index
3.1 Certificate of Amendment of Certificate of Incorporation filed October 10,
1997.
3
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Exhibit 3.1
INTERNATIONAL CUTLERY, LTD.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
INTERNATIONAL CUTLERY, LTD., a corporation organized and existing
under and by virtue of the Delaware General Corporation Law, DOES HEREBY
CERTIFY:
FIRST: That by written consent of the directors of International
Cutlery, Ltd. (the "Corporation") resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation
declaring said amendment to be advisable and directing that such amendment be
submitted to the stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article 4 of the Certificate of Incorporation of the
Corporation be amended in its entirety to read as follows:
"4. The aggregate number of shares of all classes
of stock which the Corporation shall have
authority to issue is Forty-One Million
(41,000,000) shares, divided into classes as
follows:
(1) Forty Million (40,000,000) shares of
Common Stock, $.01 par value per share; and
(2) One Million (1,000,000) shares of
Preferred Stock, $.01 par value per share, to
be issued in series with such designations,
rights and preferences as shall be determined
by the Board of Directors of the
Corporation."
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SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the holders of a majority of the outstanding Common Stock of the
Corporation (the only class of capital stock of the Corporation) entitled to
vote thereon approved such amendment by executing a written consent in
accordance with the Section 228 of the Delaware General Corporation Law.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
FOURTH: That the capital of the Corporation shall not be reduced
under or by reason of said amendment.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be hereunto affixed and this certificate to be signed by its Chairman of the
Board and attested by its Secretary this 3rd day of October 1997, under
penalties of perjury.
INTERNATIONAL CUTLERY, LTD.
By:/s/ JOEL J. SILVER
Joel J. Silver
Chairman of the Board
Attest:
By:/s/ LAWRENCE N. SILVER
Lawrence N. Silver
Secretary
