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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A-2
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/x/ Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for fiscal year ended April 30, 1996.
/ / Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File No. 0-26608
CUTTER & BUCK INC.
(Name of Small Business Issuer in Its Charter)
Washington 91-1474587
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2701 First Avenue, Suite 500
Seattle, WA 98121
(Address of Principal Executive Offices, Including Zip Code)
(206) 622-4191
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No Par Value
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(Title of Class)
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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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, 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.
The issuer's net sales the fiscal year ended April 30, 1996 were $21,645,202.
The aggregate market value as of July 25, 1996 of the voting stock held by
non-affiliates of the Registrant was approximately $17,000,000. As of
such date, there were 3,668,241 shares outstanding of the Registrant's
Common Stock, no par value per share.
Documents incorporated by reference:
(1) Portions of the registrant's 1996 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof; and
(2) Portions of the registrant's definitive 1996 Proxy Statement to be filed
with the Securities and Exchange Commission are incorporated by reference
into Part III hereof.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The Company's Annual Report to Shareholders for the year ended
April 30, 1996 and the 1996 definitive proxy materials, which will be filed
supplementally to this report, are not being filed as part of this report.
A. Financial Statements and Financial Statement Schedules:
1. Financial Statements (the financial statements listed below are
incorporated herein by reference to the Company's 1996 Annual Report
to Shareholders):
Independent Auditors' Report
Balance Sheets as of April 30, 1996 and 1995
Statements of Operations for the years ended April 30, 1996, 1995 and
1994
Statements of Stockholders' Equity for the years ended April 30, 1996,
1995 and 1994
Statements of Cash Flows for the years ended April 30, 1996, 1995 and
1994
Notes to Financial Statements
2. Financial Statement Schedules:
Financial Statement schedules are omitted because they are not
required or because the information is presented in the financial
statements or notes thereto.
B. Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter ended
April 30, 1996.
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C. Exhibits:
Exhibits required by Item 601 of Regulation S-K:
EXHIBIT NO.
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3.1 Restated Articles of Incorporation (3.1)(1)
3.2 Bylaws (3.2)(1)
4.1 Specimen Common Stock Certificate (4.1)(1)
10.1 Promissory Note dated May 17, 1990 by Joey Rodolfo to the
Jones/Rodolfo Corporation (10.1)(1)
10.2 Stock Pledge Agreement dated April 1995 by Joey Rodolfo to the
Jones/Rodolfo Corporation(10.2)(1)
10.3 Lease dated May 22, 1994 between First and Cedar Associates and
Jones/Rodolfo Corporation d/b/a Cutter & Buck (10.3)(1)
10.4 Indenture of Lease dated August 10, 1993 between Lakeplace
Associates and Jones/Rodolfo Corporation (10.4)(1)
10.5 Factoring Agreement dated March 1, 1995 between Republic Factors
Corp. and Jones/Rodolfo Corporation (10.5)(1)
10.6 Form of Registration Rights Agreement between Cutter & Buck Inc.
and Roanoke Investors' Limited Partnership, Needham Capital SBIC,
L.P. and Needham Emerging Growth Partners, L.P. (10.6)(1)
10.7 Consulting Agreement dated April 20, 1995 between Joey Rodolfo and
Jones/Rodolfo Corporation (10.7)(1)
10.8 First Amendment to Consulting Agreement dated July 6, 1995 between
Joey Rodolfo and Jones/Rodolfo Corporation (10.8)(1)
10.9 1991 Stock Option Plan (10.9)(1)
10.10 1995 Nonemployee Director Stock Incentive Plan filed herewith
10.11 1995 Employee Stock Option Plan (10.11)(1)
10.12 1995 Employee Stock Purchase Plan incorporated by reference to the
Registrant's Registration Statement on Form S-8 (File No. 33-80783)
10.13 Form of Representatives' Warrant (10.13)(1)
10.14 Distribution Reacquisition Agreement dated February 2, 1996 between
Cutter & Buck Inc. and Re-Ward Limited filed herewith
10.15 Loan Agreement dated June 26, 1996 between Cutter & Buck Inc. as
Borrower, and Bank of America NW, N.A. d/b/a Seafirst Bank, as
Lender filed herewith
11.1 Statement of Computation of Net Income Per Share filed herewith
13.1 Specified Sections from the Registrant's 1996 Annual Report to
Shareholders filed herewith
21.1 Subsidiaries of the Registrant filed herewith
23.1 Consent of Ernst & Young LLP, independent auditors, filed herewith
27.1 Financial Data Schedule filed herewith
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(1) Incorporated by reference to the exhibit shown in the preceding parentheses
and filed with the Registrant's Registration Statement on Form SB-2 (File
No. 33-94548-LA)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CUTTER & BUCK INC.
(Registrant)
September 5, 1996 By /s/ Harvey N. Jones
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Harvey N. Jones, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
4
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> APR-30-1996
<CASH> 2,010,047
<SECURITIES> 0
<RECEIVABLES> 7,864,927
<ALLOWANCES> (212,314)
<INVENTORY> 4,693,433
<CURRENT-ASSETS> 15,635,065
<PP&E> 1,312,185
<DEPRECIATION> (513,263)
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<CURRENT-LIABILITIES> 3,147,418
<BONDS> 0
0
0
<COMMON> 15,156,702
<OTHER-SE> (44,520)
<TOTAL-LIABILITY-AND-EQUITY> 17,169,918
<SALES> 21,645,202
<TOTAL-REVENUES> 21,645,202
<CGS> 13,664,607
<TOTAL-COSTS> 13,664,607
<OTHER-EXPENSES> 6,945,070
<LOSS-PROVISION> 78,257
<INTEREST-EXPENSE> 236,962
<INCOME-PRETAX> 1,256,350
<INCOME-TAX> 260,000
<INCOME-CONTINUING> 996,350
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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