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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
--
SWANK, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
210-86971610
--------------------------------------------------
(CUSIP Number)
William D. Freedman, Esq., Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas, New York, NY 10036 (212) 704-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 24, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746
<PAGE>
SCHEDULE 13D
- ------------------------ -----------------------------
|CUSIP No. 210-86971610| |Page 2 of 10 Pages|
- ------------------------ -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE NEW SWANK, INC. RETIREMENT PLAN TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,062,803
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,062,803
------------------------------------------------------------
10 SHARED DISPOSITIVE POWE
-0-
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,062,803
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
2 of 10
<PAGE>
SCHEDULE 13D
|----------------------| |---------------------------|
|CUSIP No. 210-86971610| |Page 3 of 10 Pages|
|----------------------| |---------------------------|
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARSHALL TULIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|x|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 700,319
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,895,916
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 700,319
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
648,932
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,245,167
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
3 of 10
<PAGE>
SCHEDULE 13D
|----------------------| |---------------------------|
|CUSIP No. 210-86971610| |Page 4 of 10 Pages|
|----------------------| |---------------------------|
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN A. TULIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|x|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 261,782
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,895,916
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 261,782
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
648,932
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,806,630
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
4 of 10
<PAGE>
SCHEDULE 13D
|----------------------| |---------------------------|
|CUSIP No. 210-86971610| |Page 5 of 10 Pages|
|----------------------| |---------------------------|
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAYMOND VISE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b) x
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,406
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,895,916
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 26,406
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
648,932
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,571,254
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
5 of 10
<PAGE>
This filing constitutes Amendment No. 11 to the Statement on
Schedule 13D (as heretofore amended, the "Schedule 13D") filed on behalf of
Marshall Tulin, John A. Tulin, Raymond Vise and The New Swank, Inc. Retirement
Trust (the "Retirement Plan Trust") (the successor, by virtue of an amendment
and restatement more fully described in Amendment No. 10 to this Schedule 13D,
to the Swank, Inc. Employees' Stock Ownership Trust, the Employees' Stock
Ownership Trust No. 2 and the Swank, Inc. Savings Trust) with respect to shares
of Common Stock, $.10 par value (the "Common Stock"), of Swank, Inc. (the
"Corporation").
Except as to Items 4, 5, 6 and 7, no change has occurred with
respect to the answer to any items of this Schedule 13D from information last
reported in respect of such item.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is hereby amended by the addition of the following:
"Between February 28, 1995 (the date of the most recent prior
amendment to the Schedule 13D) and June 24, 1997, the following transactions
have occurred:
On February 28, 1995, the Retirement Plan Trust distributed 13,997
shares of Common Stock to employees of the Corporation upon termination of their
employment. On March 9, 1995, March 20, 1995, March 24, 1995, March 29, 1995 and
March 31, 1995, the Retirement Plan Trust distributed 14,060, 15,102, 14,564,
4,231 and 50,786 shares of Common Stock, respectively, to employees of the
Corporation upon termination of their employment. On April 3, 1995, April 6,
1995, April 11, 1995, April 13, 1995, April 21, 1995 and April 28, 1995, the
Retirement Plan Trust distributed 74,513, 9,232, 64,572, 17,498, 101,660 and
15,974 shares of Common Stock, respectively, to employees of the Corporation
upon termination of their employment. On May 10, 1995 and May 18, 1995, the
Retirement Plan Trust distributed 23,294 and 29,221 shares of Common Stock,
respectively, to employees of the Corporation upon termination of their
employment. On June 2, 1995, June 14, 1995 and June 19, 1995, the Retirement
Plan Trust distributed 11,113, 7,441 and 10,483 shares of Common Stock,
respectively, to employees of the Corporation upon termination of their
employment. On July 13, 1995 and July 18, 1995, the Retirement Plan Trust
distributed 10,930 and 48,639 shares of Common Stock, respectively, to employees
of the Corporation upon termination of their employment. On October 10, 1995,
the Retirement Plan Trust distributed 2,886 shares of Common Stock to employees
of the Corporation upon termination of their employment. On November 30, 1995,
the Retirement Plan Trust distributed 9,361 shares of Common Stock to employees
of the Corporation upon termination of their employment. On April 2, 1996, April
3, 1996, April 10, 1996 and April 22, 1996, the Retirement Plan Trust
distributed 149,449, 19,368, 47,759 and 462 shares of Common Stock,
respectively, to employees of the Corporation upon termination of their
employment. On May 9, 1996, May 22, 1996 and May 31, 1996, the Retirement Plan
Trust distributed 3,423, 71,613 and 25,867 shares of Common Stock, respectively,
to employees of the Corporation upon termination of their employment. On June
12, 1996, the Retirement Plan Trust distributed 65,640 shares of Common Stock to
employees of the Corporation upon termination of their employment. On July 11,
1996, the Retirement Plan Trust distributed 71,985 shares of Common Stock to
employees of the Corporation upon termination of their employment. On August
6
<PAGE>
1, 1996, the Retirement Plan Trust distributed 3,671 shares of Common Stock to
employees of the Corporation upon termination of their employment. On September
9, 1996, the Retirement Plan Trust distributed 4,139 shares of Common Stock to
employees of the Corporation upon termination of their employment. On October
25, 1996, the Retirement Plan Trust distributed 29,171 shares of Common Stock to
employees of the Corporation upon termination of their employment. On March 11,
1997 and March 25, 1997, the Retirement Plan Trust distributed 27,790 and 6,720
shares of Common Stock, respectively, to employees of the Corporation upon
termination of their employment. On April 3, 1997, April 7, 1997 and April 25,
1997 the Retirement Plan Trust distributed 83,112, 23,180 and 851 shares of
Common Stock, respectively, to employees of the Corporation upon termination of
their employment.
On March 15, 1995, Mr. John A. Tulin exercised stock options by
delivering securities incident to exercise of such options, for an aggregate
acquisition of 6,887 shares of Common Stock.
On June 23, 1997 and June 24, 1997, options held by Mr. Marshall
Tulin to purchase 84,961 and 86,248 shares of Common Stock, respectively,
expired by their respective terms. On June 23, 1997 and June 24, 1997, options
held by Mr. John Tulin to purchase 84,961 and 67,248 shares of Common Stock,
respectively, expired by their respective terms.
On each of April 20, 1995, July 23, 1996 and April 24, 1997, Mr.
Raymond Vise was granted a five-year stock option under the 1994 Non-Employee
Director Stock Option Plan of the Corporation (the "1994 Plan") to purchase
5,000 shares of Common Stock at exercise prices of $1.28125, $0.875 and
$0.78125, respectively."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended by the addition of the following:
"The following table sets forth information as of June 24, 1997 as
to the shares of Common Stock beneficially owned by the Retirement Plan Trust
and each of the Retirement Plan Trustees:
7
<PAGE>
Percentage of
Beneficial Owner No. of Shares Outstanding Shares
- --------------------------------------------------------------------------------
The New Swank, Inc. 10,062,803 61.0%
Retirement Plan Trust
Marshall Tulin (1)(2)(5) 4,245,167 25.7%
John A. Tulin (1)(3)(6) 3,806,630 23.0%
Raymond Vise (1)(4)(7) 3,571,254 21.6%
- -----------------------
(1) Each of the amounts set forth opposite the names of Marshall Tulin,
John A. Tulin and Raymond Vise includes 3,544,848 of the shares of Common
Stock listed above as owned by the Retirement Plan Trust. These amounts
include (a) 183,723 shares of Common Stock allocated to participants' ESOP
I accounts in the Retirement Plan, as to which shares of Common Stock such
participants may direct the Retirement Plan Trustees as to voting only on
Significant Corporate Events and as to which the Retirement Plan Trustees
may vote, on all other matters, in their discretion, (b) 87,352 shares of
Common Stock allocated to the accounts of former employees, subject to
forfeiture, and able to be voted by the Retirement Plan Trustees on all
matters on which stockholders may vote, (c) 2,624,840 shares of Common
Stock allocated to participants' ESOP II accounts in the Retirement Plan as
to which shares of Common Stock participants may direct the Retirement Plan
Trustees as to voting only on Significant Corporate Events and as to which
the Retirement Plan Trustees may vote, on all other matters, in their
discretion, and (d) 648,932 shares of Common Stock held in participants'
401(k) accounts, which, in each case, may be disposed of in the discretion
of the Retirement Plan Trustees.
(2) This amount includes 40,000 shares of Common Stock which Mr. Marshall
Tulin has the right to acquire through the exercise of stock options.
(3) This amount includes 40,000 shares of Common Stock which Mr. John A.
Tulin has the right to acquire through the exercise of stock options.
(4) This amount includes 20,000 shares of Common Stock which Mr. Raymond
Vise has the right to acquire through the exercise of stock options.
(5) This amount includes 7,491 shares of Common Stock allocated to Marshall
Tulin's ESOP I account and as to which he may direct the Retirement Plan
Trustees as to voting. This amount also includes 343,022 shares of Common
Stock owned by Marshall Tulin's wife, as to which shares he disclaims
beneficial ownership. This Amendment reports that Marshall
8
<PAGE>
Tulin has sole voting and dispositive power as to 700,319 shares, shared
voting power as to 2,895,916 shares and shared dispositive power as to
648,932 shares.
(6) This amount includes 69,843 shares of Common Stock allocated to John A.
Tulin's ESOP I account and as to which he may direct the Retirement Plan
Trustees as to voting. This amount also includes 3,180 shares of Common
Stock owned by John A. Tulin's wife and 7,000 shares held by her as
custodian for a child, as to all of which shares he disclaims beneficial
ownership. This Amendment reports that John A. Tulin has sole voting and
dispositive power as to 261,782 shares, shared voting power as to 2,895,916
shares and shared dispositive power as to 648,932 shares.
(7) This Amendment reports that Raymond Vise has sole voting and
dispositive power as to 26,406 shares, shared voting power as to 2,895,916
shares and shared dispositive power as to 648,932 shares".
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
------------------------------------------------------------
Item 6 is hereby amended and restated in its entirety to read as
follows:
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Retirement Plan Trustees and the
Retirement Plan Trust or between the Retirement Plan Trustees and any other
person with respect to any securities of the Corporation, including but not
limited to the transfer or voting of any of the securities, finders's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding or proxies
except (a) the Retirement Plan, (b) the Retirement Plan Trust, (c) an incentive
stock option contract dated October 17, 1991 between Marshall Tulin and the
Corporation, (d) an incentive stock option contract dated October 17, 1991
between John Tulin and the Corporation, and (e) non-qualified stock option
contracts, dated December 31, 1994, April 20, 1995, July 23, 1996 and April 24,
1997, respectively, between Raymond Vise and the Corporation.
Item 7. Material to be Filed as Exhibits.
---------------------------------
1. Non-qualified stock option contracts dated as of April 20, 1995,
July 23, 1996 and April 24, 1997, respectively, between Raymond Vise and the
Corporation.
9
<PAGE>
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 1, 1997
/s/ Marshall Tulin
------------------------
Marshall Tulin
/s/ John A. Tulin
------------------------
John A. Tulin
/s/ Raymond Vise
------------------------
Raymond Vise
THE NEW SWANK, INC.
RETIREMENT PLAN TRUST
By: /s/ John A. Tulin
--------------------
Name: John A. Tulin
Title: Trustee
13
<PAGE>
EXHIBIT 1 TO SCHEDULE 13D OF
THE NEW SWANK, INC. RETIREMENT PLAN
AND
MARSHALL TULIN, JOHN A. TULIN AND RAYMOND VISE
SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
-----------------------------------
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 20th day of
April 1995, between Swank, Inc., a Delaware corporation (the "Company"), and
Raymond Vise (the "Optionee").
W I T N E S S E T H
- - - - - - - - - -
1. The Company, in accordance with the terms and conditions of the 1994
Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as
of April 20, 1995 to the Optionee an option to purchase an aggregate of 5,000
shares of the Common Stock, $.10 par value per share, of the Company ("Common
Stock"), at $1.28125 per share, being 100% of the fair market value of such
shares of Common Stock on such date.
2. The term of this option shall be 5 years from April 20, 1995, subject to
earlier termination as provided in this Contract and in the Plan. This option
shall be immediately exercisable as to 100% of the number of shares of Common
Stock subject hereto.
3. This option shall be exercised by giving written notice to the Company
at its principal office, presently 6 Hazel Street, Attleboro, Massachusetts
02703-0962, Attention: Treasurer, stating that the Optionee is exercising this
stock option, specifying the number of shares being purchased and accompanied by
payment in full of the aggregate purchase price thereof in cash or by check. In
no event may a fraction of a share of Common Stock be purchased under this
option.
4. Notwithstanding the foregoing, and without limiting the provisions of
paragraph 11 of the Plan, this option shall not be exercisable by the Optionee
unless (a) a registration statement under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares of Common stock to be received
upon the exercise of the option shall be effective and current at the time of
exercise or (b) there is an exemption from registration under the Securities Act
for the issuance of the shares of Common Stock upon exercise. At the request of
the Board of Directors, the Optionee shall execute and deliver to the Company
his representation and warranty, in form and substance satisfactory to the Board
of Directors, that the shares of Common Stock to be issued upon the exercise of
the option are being acquired by the Optionee for his own account, for
investment only and not with a view to the resale or distribution thereof
without the meaning of the Securities Act. Nothing herein shall be construed so
as to obligate the Company to register the shares subject to the option under
the Securities Act.
5. Notwithstanding anything herein to the contrary, if at any time the
Board of Directors shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of an option, or the issue of shares of
Common Stock thereunder, this option may not be
<PAGE>
exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors, in its discretion.
6. Nothing in the Plan or herein shall confer upon the Optionee any right
to continue as a director of the Company.
7. The Company may endorse or affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirement of the Securities Act, or (b) implement the provisions of the Plan
or any agreement between the Company and the Optionee with respect to such
shares of Common Stock.
8. The Company and the Optionee agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made part hereof. In the event the Optionee is no longer a
director of the Company or in the event of his death or disability (as defined
in the Plan), his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
9. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of the option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal state securities and "blue sky"
laws.
10. This option is not transferrable otherwise than by will or the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by him or his legal representatives.
11. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.
12. This Contract shall be governed by and construed in accordance with the
laws of the State of Delaware.
13. The invalidity or illegality of any provision herein shall not affect
the validity of any other provision.
-2-
<PAGE>
14. The Optionee agrees that the Company may amend the Plan and the options
granted to the Optionee under the Plan, subject to the limitations contained in
the Plan
IN WITNESS WHEREOF, the parties hereto have executed this contract as of
the day and year first above written.
SWANK, INC.
By: /s/ Marshall Tulin
------------------------
Its: President
------------------------
/s/ Raymond Vise
------------------------
Optionee
8 El Paseo
------------------------
Address
Irvine, CA 92715
------------------------
-3-
SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 31st day of
July 1996, between Swank, Inc., a Delaware corporation (the "Company"), and
Raymond Vise (the "Optionee").
W I T N E S S E T H
- - - - - - - - - -
1. The Company, in accordance with the terms and conditions of the 1994
Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as
of July 31, 1996 to the Optionee an option to purchase an aggregate of 5,000
shares of the Common Stock, $.10 par value per share, of the Company ("Common
Stock"), at $ .875 per share, being 100% of the fair market value of such shares
of Common Stock on such date.
2. The term of this option shall be 5 years from July 31, 1996, subject to
earlier termination as provided in this Contract and in the Plan. This option
shall be immediately exercisable as to 100% of the number of shares of Common
Stock subject hereto.
3. This option shall be exercised by giving written notice to the Company
at its principal office, presently 6 Hazel Street, Attleboro, Massachusetts
02703-0962, Attention: Treasurer, stating that the Optionee is exercising this
stock option, specifying the number of shares being purchased and accompanied by
payment in full of the aggregate purchase price thereof in cash or by check. In
no event may a fraction of a share of Common Stock be purchased under this
option.
4. Notwithstanding the foregoing, and without limiting the provisions of
paragraph 11 of the Plan, this option shall not be exercisable by the Optionee
unless (a) a registration statement under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares of Common stock to be received
upon the exercise of the option shall be effective and current at the time of
exercise or (b) there is an exemption from registration under the Securities Act
for the issuance of the shares of Common Stock upon exercise. At the request of
the Board of Directors, the Optionee shall execute and deliver to the Company
his representation and warranty, in form and substance satisfactory to the Board
of Directors, that the shares of Common Stock to be issued upon the exercise of
the option are being acquired by the Optionee for his own account, for
investment only and not with a view to the resale or distribution thereof
without the meaning of the Securities Act. Nothing herein shall be construed so
as to obligate the Company to register the shares subject to the option under
the Securities Act.
5. Notwithstanding anything herein to the contrary, if at any time the
Board of Directors shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any
<PAGE>
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of an option, or the issue of shares of Common
Stock thereunder, this option may not be exercised in whole or in part unless
such listing, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors, in its
discretion.
6. Nothing in the Plan or herein shall confer upon the Optionee any right
to continue as a director of the Company.
7. The Company may endorse or affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirement of the Securities Act, or (b) implement the provisions of the Plan
or any agreement between the Company and the Optionee with respect to such
shares of Common Stock.
8. The Company and the Optionee agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made part hereof. In the event the Optionee is no longer a
director of the Company or in the event of his death or disability (as defined
in the Plan), his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
9. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of the option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal state securities and "blue sky"
laws.
10. This option is not transferrable otherwise than by will or the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by him or his legal representatives.
11. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.
12. This Contract shall be governed by and construed in accordance with the
laws of the State of Delaware.
13. The invalidity or illegality of any provision herein shall not affect
the validity of any other provision.
-2-
<PAGE>
14. The Optionee agrees that the Company may amend the Plan and the options
granted to the Optionee under the Plan, subject to the limitations contained in
the Plan
IN WITNESS WHEREOF, the parties hereto have executed this contract as of
the day and year first above written.
SWANK, INC.
By: /s/ John Tulin
------------------------
Its: President
------------------------
/s/ Raymond Vise
------------------------
Optionee
8 El Paseo
------------------------
Address
Irvine, CA 92612-2907
------------------------
-3-
SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 24th day of
April 1997, between Swank, Inc., a Delaware corporation (the "Company"), and
Raymond Vise (the "Optionee").
W I T N E S S E T H
- - - - - - - - - -
1. The Company, in accordance with the terms and conditions of the 1994
Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as
of April 24, 1997 to the Optionee an option to purchase an aggregate of 5,000
shares of the Common Stock, $.10 par value per share, of the Company ("Common
Stock"), at $.78125 per share, being 100% of the fair market value of such
shares of Common Stock on such date.
2. The term of this option shall be 5 years from April 24, 1997, subject to
earlier termination as provided in this Contract and in the Plan. This option
shall be immediately exercisable as to 100% of the number of shares of Common
Stock subject hereto.
3. This option shall be exercised by giving written notice to the Company
at its principal office, presently 6 Hazel Street, Attleboro, Massachusetts
02703-0962, Attention: Treasurer, stating that the Optionee is exercising this
stock option, specifying the number of shares being purchased and accompanied by
payment in full of the aggregate purchase price thereof in cash or by check. In
no event may a fraction of a share of Common Stock be purchased under this
option.
4. Notwithstanding the foregoing, and without limiting the provisions of
paragraph 11 of the Plan, this option shall not be exercisable by the Optionee
unless (a) a registration statement under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares of Common stock to be received
upon the exercise of the option shall be effective and current at the time of
exercise or (b) there is an exemption from registration under the Securities Act
for the issuance of the shares of Common Stock upon exercise. At the request of
the Board of Directors, the Optionee shall execute and deliver to the Company
his representation and warranty, in form and substance satisfactory to the Board
of Directors, that the shares of Common Stock to be issued upon the exercise of
the option are being acquired by the Optionee for his own account, for
investment only and not with a view to the resale or distribution thereof
without the meaning of the Securities Act. Nothing herein shall be construed so
as to obligate the Company to register the shares subject to the option under
the Securities Act.
5. Notwithstanding anything herein to the contrary, if at any time the
Board of Directors shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of an option, or the issue of shares of
Common Stock thereunder, this option may not be
<PAGE>
exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors, in its discretion.
6. Nothing in the Plan or herein shall confer upon the Optionee any right
to continue as a director of the Company.
7. The Company may endorse or affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirement of the Securities Act, or (b) implement the provisions of the Plan
or any agreement between the Company and the Optionee with respect to such
shares of Common Stock.
8. The Company and the Optionee agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made part hereof. In the event the Optionee is no longer a
director of the Company or in the event of his death or disability (as defined
in the Plan), his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
9. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of the option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal state securities and "blue sky"
laws.
10. This option is not transferrable otherwise than by will or the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by him or his legal representatives.
11. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.
12. This Contract shall be governed by and construed in accordance with the
laws of the State of Delaware.
13. The invalidity or illegality of any provision herein shall not affect
the validity of any other provision.
-2-
<PAGE>
14. The Optionee agrees that the Company may amend the Plan and the options
granted to the Optionee under the Plan, subject to the limitations contained in
the Plan
IN WITNESS WHEREOF, the parties hereto have executed this contract as of
the day and year first above written.
SWANK, INC.
By: /s/ John Tulin
------------------------
Its: President
------------------------
/s/ Raymond Vise
------------------------
Optionee
8 El Paseo
------------------------
Address
Irvine, CA 92612-2907
------------------------
-3-
