SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SWANK, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[.] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SWANK, INC.
6 HAZEL STREET
ATTLEBORO, MASSACHUSETTS 02703
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 4, 2000
-----------------------
To the Stockholders of Swank, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Swank,
Inc., a Delaware corporation (the "Company"), will be held at the Company's
offices located at 6 Hazel Street, Attleboro, Massachusetts 02703, on Friday,
August 4, 2000 at 11:00 A.M. local time, for the purpose of considering and
acting upon the following:
1. To authorize an amendment to the Company's Restated Certificate of
Incorporation, as amended to date, in order to effect a one-for-three reverse
stock split; and
2. The transaction of such other business as may properly come before
the special meeting or any adjournments or postponements thereof.
The close of business on July 6, 2000 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Special Meeting and at any adjournments or postponements thereof.
By Order of the Board of Directors
Jerold R. Kassner,
Secretary
Attleboro, Massachusetts
July 10, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IF YOU DO
NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
<PAGE>
SWANK, INC.
6 HAZEL STREET
ATTLEBORO, MASSACHUSETTS 02703
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PROXY STATEMENT
-----------------------
This Proxy Statement is being furnished to stockholders on or about
July 10, 2000 in connection with the solicitation by the Board of Directors of
Swank, Inc. (the "Company") of proxies in the enclosed form for use at a Special
Meeting of Stockholders of the Company scheduled to be held on August 4, 2000
and at any adjournments or postponements thereof (the "Meeting"). Properly
executed proxies received in time for the Meeting will be voted in accordance
with the instructions, if any, given in such proxy or, in the absence of any
instruction, for authorization of an amendment to the Company's Restated
Certificate of Incorporation, as amended to date (the "Restated Certificate of
Incorporation"), to effect a one-for-three reverse stock split. Any proxy may be
revoked by the person giving the proxy by written notice received by the
Secretary of the Company at any time prior to its use or by voting in person at
the Annual Meeting.
Only stockholders of record at the close of business on July 6, 2000
will be entitled to notice of and to vote at the Meeting. On July 6, 2000, there
were outstanding 16,569,366 shares of the Company's common stock, $.10 par value
per share ("Common Stock"). Each share of Common Stock entitles the record
holder thereof to one vote. The presence, in person or by proxy, of a majority
of the shares of Common Stock entitled to vote at the Meeting will constitute a
quorum for the transaction of business. The affirmative vote of a majority of
the outstanding shares of Common Stock entitled to vote on the proposed
amendment to the Company's Restated Certificate of Incorporation will be
required to authorize the amendment.
OWNERSHIP OF VOTING SECURITIES
The following table sets forth information as of July 6, 2000 with
respect to each person (including any "group" of persons as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who is known to the Company to be the beneficial owner of more
than 5% of the Common Stock:
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<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock The New Swank, Inc. 10,075,548(1)(2) 60.8%
Retirement Plan
90 Park Avenue
New York, NY 10016
Common Stock Marshall Tulin 4,948,900(3)(4) 29.8%
90 Park Avenue
New York, NY 10016
Common Stock John Tulin 4,521,208(3)(5) 27.2%
90 Park Avenue
New York, NY 10016
Common Stock Raymond Vise 4,286,761(3)(6) 25.8%
90 Park Avenue
New York, NY 10016
</TABLE>
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(1) This amount includes (a) 5,820,193 shares of Common Stock allocated to
participants' accounts in The New Swank, Inc. Retirement Plan (the "Retirement
Plan") and as to which such participants may direct the trustees of the
Retirement Plan as to voting on all matters and (b) an additional 40,011 of such
shares allocated to accounts of former employees, subject to forfeiture, and
able to be voted by the trustees on all matters on which stockholders may vote.
(2) This amount also includes 3,586,436 shares of Common Stock allocated to
participants' accounts in the Retirement Plan as to which participants may
direct the trustees as to voting only on certain significant corporate events
and as to which the trustees may vote on all other matters in their discretion
and 125,955 unallocated shares which the trustees may vote in their discretion.
Shares allocated to such accounts as to which no voting instructions are
received are required to be voted in the same proportion as shares allocated to
accounts as to which voting instructions are received. This amount also includes
502,953 shares held in accounts under the Retirement Plan, as to which
participants may direct the trustees as to voting on all matters and may be
disposed of in the discretion of the trustees.
(3) The trustees of the Retirement Plan (other than with respect to 401(k)
accounts) are Marshall Tulin, Chairman of the Board and a director of the
Company, John A. Tulin, President and a director of the Company and Raymond
Vise, a director of the Company. This amount includes (a) 40,011 shares of
Common Stock allocated to the accounts of former employees but voted by the
trustees (see footnote 1 above), (b) 3,586,436 shares held in accounts as to
which the trustees have sole voting power as to certain matters (see footnote 2
above), (c) 125,955 unallocated shares which the trustees may vote in their
discretion and (d) 502,953 shares held in accounts under the Retirement Plan
which may be disposed of in the discretion of the trustees (see footnote 2
above).
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(4) This amount includes 343,022 shares owned by Mr. Tulin's wife. Mr. Tulin
disclaims beneficial ownership of these shares. This amount also includes 40,000
shares which Mr. Tulin has the right to acquire within 60 days through the
exercise of stock options granted under the Company's 1987 Incentive Stock
Option Plan (the "1987 Plan") and 94 shares allocated to his accounts under the
Retirement Plan.
(5) This amount includes 3,180 shares owned by Mr. Tulin's wife and 7,000 shares
held by Mr. Tulin's daughter. Mr. Tulin disclaims beneficial ownership of these
shares. This amount also includes 40,000 shares which Mr. Tulin has the right to
acquire within 60 days through the exercise of stock options granted under the
1987 Plan and 73,914 shares allocated to his accounts under the Retirement Plan.
(6) This amount includes 25,000 shares which Mr. Vise has the right to acquire
within 60 days through the exercise of stock options granted under the 1994
Non-Employee Director Stock Option Plan (the "1994 Plan").
The following table sets forth information at July 6, 2000 with respect to
the beneficial ownership of the Company's Common Stock by (a) each director of
the Company (including the Company's chief executive officer), (b) each of the
four most highly compensated executive officers of the Company during fiscal
1999 other than the chief executive officer whose cash compensation during
fiscal 1999 exceeded $100,000 and (c) all directors and executive officers of
the Company as a group (12 persons). Unless otherwise indicated, each person
named below and each person in the group named below has sole voting and
dispositive power with respect to the shares of Common Stock indicated as
beneficially owned by such person or such group.
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
------------------------ -------------------- --------
Mark Abramowitz 27,600(1) *
John J. Macht 30,000(2) *
James E. Tulin 106,209(3) *
John Tulin 4,521,208(3)(4) 27.2%
Marshall Tulin 4,948,900(3)(5) 29.8%
Raymond Vise 4,286,761(3)(6) 25.8%
Lewis Valenti 90,508(7) *
Eric P. Luft 69,091(8) *
All directors and officers 5,849,305(9) 34.6%
as a group (12 persons)
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* Less than 1%.
(1) Includes 25,000 shares which Mr. Abramowitz has the right to acquire within
60 days through the exercise of stock options granted under the 1994 Plan.
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(2) Includes 30,000 shares which Mr. Macht has the right to acquire within 60
days through the exercise of stock options under the 1994 Plan.
(3) Includes 35,000 shares which Mr. Tulin has the right to acquire within 60
days through the exercise of stock options granted under the 1987 Plan, an
aggregate of 428 shares held by his children and an aggregate of 70,781 shares
of Common Stock allocated to his accounts under the Retirement Plan.
(4) Includes the shares referred to in footnotes 3 and 5 to the first table
above under the caption "Ownership of Voting Securities."
(5) Includes the shares referred to in footnotes 3 and 4 to the first table
above under the caption "Ownership of Voting Securities."
(6) Includes the shares referred to in footnotes 3 and 6 to the first table
above under the caption "Ownership of Voting Securities."
(7) Includes 35,000 shares which Mr. Valenti has the right to acquire within 60
days through the exercise of stock options granted under the 1987 Plan and an
aggregate of 55,508 shares of Common Stock allocated to his accounts under the
Retirement Plan.
(8) Includes 15,000 shares which Mr. Luft has the right to acquire within 60
days through the exercise of stock options granted under the 1987 Plan and an
aggregate of 54,091 shares of Common Stock allocated to his accounts under the
Retirement Plan.
(9) Reference is made to footnotes (1) through (8) above. This amount also
includes 330,000 shares of Common Stock which directors and executive officers
as a group have the right to acquire within 60 days through the exercise of
stock options granted under the 1987 Plan and the 1994 Plan.
PROPOSAL I
TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION IN ORDER TO EFFECT A
REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
General
-------
The Company's Board of Directors has unanimously adopted resolutions
proposing, declaring advisable and recommending that stockholders of the Company
authorize an amendment to the Company's Restated Certificate of Incorporation
(the "Amendment") to effect a one-for-three reverse stock split (the "Reverse
Split") and to provide for the payment of cash in lieu of fractional shares
otherwise issuable in connection with the Reverse Split. There will be no change
in the number of the Company's authorized shares of Common Stock and no change
in the par value of the Common Stock.
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If the Reverse Split is approved, the Board of Directors will have the
authority, without further stockholder approval, to effect the Reverse Split,
pursuant to which each of the Company's presently outstanding shares (the "Old
Shares") of Common Stock would be exchanged for new shares (the "New Shares") of
Common Stock in an exchange ratio of one New Share for each three Old Shares.
The Board of Directors would also have the authority to determine the exact
timing of the Reverse Split, which may be at any time on or prior to October 31,
2000, without further stockholder approval. The timing will be determined in the
judgment of the Board of Directors, with the intention of maximizing the
Company's ability to remain in compliance with the continued listing maintenance
requirements of The Nasdaq Stock Market, Inc. ("Nasdaq") and other intended
benefits of the Reverse Split to stockholders and the Company. See the
information below under the caption "Purpose of the Reverse Split." The text of
the proposed Amendment is set forth on Exhibit A to this Proxy Statement.
The Board of Directors also reserves the right, notwithstanding
stockholder approval and without further action by stockholders, to not proceed
with the Reverse Split, if, at any time prior to filing the Amendment with the
Secretary of State of the State of Delaware, the Board of Directors, in its sole
discretion, determines that the Reverse Split is no longer in the best interests
of the Company and its stockholders. The Board of Directors may consider a
variety of factors in determining whether or not to implement the Reverse Split,
including, but not limited to, overall trends in the stock market, recent
changes and anticipated trends in the per share market price of the Company's
Common Stock, business and transactional developments and the Company's actual
and projected financial performance.
Except for changes due to the Company's purchase of fractional shares,
the Reverse Split will not change the proportionate equity interests of the
Company's stockholders, nor will the respective voting rights and other rights
of stockholders be altered. The Common Stock issued pursuant to the Reverse
Split will remain fully paid and non-assessable. The Company will continue to be
subject to the periodic reporting requirements of the Exchange Act.
Purposes of the Reverse Split
-----------------------------
The Company's Common Stock is quoted on Nasdaq's SmallCap Market (the
"SmallCap Market"). In order for Common Stock to continue to be quoted thereon,
the Company and the Common Stock are required to continue to comply with various
listing maintenance standards established by Nasdaq. Among other things, the
Company is required to maintain a minimum bid price of at least $1.00 per share.
Under Nasdaq's listing maintenance standards, if the closing bid price
of the Common Stock is under $1.00 per share for thirty consecutive business
days and does not thereafter regain compliance for a minimum of ten consecutive
business days during the ninety calendar days following notification by Nasdaq,
Nasdaq may delist the Common Stock from trading on the SmallCap Market. If a
delisting were to occur, the Common Stock would trade on the OTC Bulletin Board
or in the "pink sheets" maintained by the National Quotation Bureau, Inc. Such
alternatives are generally considered to be less efficient markets. The Company
has been advised by Nasdaq that the Common Stock had not met Nasdaq's minimum
bid price closing requirement for thirty consecutive trading days and that, if
the Company is unable to demonstrate
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compliance with this requirement by August 23, 2000, its Common Stock would be
delisted (subject to the Company's right for a hearing and stay of the delisting
during the hearing period). The Company understands that it is Nasdaq's position
that an ability to demonstrate sustained compliance is also required to achieve
compliance with this requirement.
The principal purpose of the Reverse Split Proposal is to increase the
market price of the Company's Common Stock above the Nasdaq minimum bid
requirement. While there can be no assurance that after effectuating the Reverse
Split, the Company will continue to meet the minimum bid price or other
requirements of Nasdaq for continued inclusion for trading on the SmallCap
Market, the Company believes that it will be in compliance with those
requirements.
Giving the Board authority to implement the Reverse Split will avoid the
need to call a special meeting of, or seek consents from, stockholders under
time constraints to authorize a reverse split should it become necessary in
order to seek to meet Nasdaq's listing maintenance criteria. The Company also
believes that maintaining the Company's SmallCap Market listing may provide the
Company with a broader market for its Common Stock and facilitate the use of the
Common Stock in financing and other transactions in which the Company may
engage.
Certain Effects of the Reverse Split
------------------------------------
The following table illustrates the principal effects of the Reverse
Split on the Company's Common Stock:
Prior to the Subsequent to
Number of Shares Reverse Split Reverse Split
---------------- ------------- -------------
Authorized 43,000,000 43,000,000
Outstanding(1) (2) 16,569,366 5,523,122
Available for Future Issuance 26,430,634 37,476,878
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(1) Gives effect to the Reverse Split as if it occurred on the Record Date,
subject to adjustment resulting from the repurchase by the Company of fractional
shares.
(2) Excludes shares of Common Stock issuable (i) upon the exercise of
outstanding options under the 1987 Plan and the 1984 Plan and (ii) pursuant to
outstanding awards under the Company's 1998 Equity Incentive Compensation Plan
(the "Incentive Plan"). Upon effectiveness of the Reverse Split, each option
will entitle the holder to acquire a number of shares equal to the number of
shares which the holder was entitled to acquire immediately prior to the Reverse
Split divided by three at an exercise price equal to the price in effect
immediately prior to the Reverse Split multiplied by three. The number of shares
that are issuable under awards under the Incentive Plan will not be adjusted.
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Stockholders should recognize that if the Reverse Split is effectuated
they will own a fewer number of shares than they presently own (a number equal
to the number of shares owned immediately prior to the filing of the Amendment
divided by three (before adjustment for fractional shares, as described below)).
While the Company expects that the Reverse Split will result in an increase in
the market price of the Common Stock, there can be no assurance that the Reverse
Split will increase the market price of the Common Stock by a multiple of three
or result in the permanent increase in the market price (which is dependent upon
many factors, including, but not limited to, the Company's performance and
prospects). Also, should the market price of the Common Stock decline, the
percentage decline may be greater than would pertain in the absence of a Reverse
Split. Furthermore, the possibility exists that liquidity in the market price of
the Common Stock could be adversely affected by the reduced number of shares
that would be outstanding after the Reverse Split. In addition, the Reverse
Split will increase the number of stockholders of the Company who own odd-lots
(less than 100 shares). Stockholders who hold odd-lots typically will experience
an increase in the cost of selling their shares, as well as greater difficulty
in effecting such sales. There can be no assurance that the Reverse Split will
achieve the desired results that have been outlined above.
Procedure for Effecting Reverse Split and Exchange of Stock Certificates
------------------------------------------------------------------------
If the Amendment is approved by the Company's stockholders, and if the
Board of Directors still believes that the Reverse Split is in the best
interests of the Company and its stockholders, the Company will file the
Amendment with the Secretary of State of the State of Delaware at such time as
the Board has determined the appropriate effective time for the Reverse Split.
The Board may delay effecting the Reverse Split until October 31, 2000 without
resoliciting such stockholder approval. The Reverse Split will become effective
on the date of filing the Amendment (the "Effective Date"). Beginning on the
Effective Date, each certificate representing Old Shares will be deemed for all
corporate purposes to evidence ownership of New Shares.
Promptly after the Effective Date, stockholders will be notified that
the Reverse Split has been effected. The Company's transfer agent, American
Stock Transfer and Trust Company, will act as exchange agent (the "Exchange
Agent") for purposes of implementing the exchange of stock certificates. Holders
of Old Shares will be asked to surrender to the Exchange Agent certificates
representing Old Shares in exchange for certificates representing New Shares in
accordance with the procedures to be set forth in a letter of transmittal to be
sent by the Company. No new certificates will be issued to a stockholder until
such stockholder has surrendered such stockholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal to the
Exchange Agent. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD
NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.
Fractional Shares
-----------------
No scrip or fractional certificates will be issued in connection with
the Reverse Split. Stockholders who otherwise would be entitled to receive
fractional shares because they hold a number of Old Shares not evenly divisible
by three, will be entitled, upon surrender to the Exchange Agent of certificates
representing such shares, to a cash payment in lieu thereof at a price equal to
the fraction to which the stockholder would otherwise be entitled multiplied by
the closing price of the Common Stock as reported in The Wall Street Journal on
the last trading day
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prior to the Effective Date (or if such price is not available, the average of
the last bid and ask prices of the Common Stock on such day or other price
determined by the Board of Directors). The ownership of a fractional interest
will not give the holder thereof any voting, dividend, or other rights except to
receive payment therefor as described herein.
Stockholders should be aware that, under the escheat laws of the various
jurisdictions where stockholders reside, where the Company is domiciled and
where the funds will be deposited, sums due for fractional interests that are
not timely claimed after the Effective Date may be required to be paid to the
designated agent for each such jurisdiction, unless correspondence has been
received by the Company or the Exchange Agent concerning ownership of such funds
within the time permitted in such jurisdiction. Thereafter, stockholders
otherwise entitled to receive such funds will have to seek to obtain them
directly from the state to which they were paid.
No Dissenter's Rights
---------------------
Under Delaware law, stockholders are not entitled to dissenter's rights
with respect to the proposed Amendment.
Federal Income Tax Consequences of the Reverse Split
----------------------------------------------------
The following is a summary of certain material federal income tax
consequences of the Reverse Split, and does not purport to be complete. It does
not discuss any state, local, foreign or minimum income or other U.S. federal
tax consequences. Also, it does not address the tax consequences to holders that
are subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The discussion is
based on the provisions of the United States federal income tax law as of the
date hereof, which is subject to change retroactively as well as prospectively.
This summary also assumes that the Old Shares were, and the New Shares will be,
held as a "capital asset," as defined in the Internal Revenue Code of 1986, as
amended (generally, property held for investment). The tax treatment of a
stockholder may vary depending upon the particular facts and circumstances of
such stockholder. EACH STOCKHOLDER SHOULD CONSULT WITH SUCH STOCKHOLDER'S OWN
TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES OF THE REVERSE SPLIT.
No gain or loss should be recognized by a stockholder of the Company
upon such stockholder's exchange of Old Shares for New Shares pursuant to the
Reverse Split (except to the extent of any cash received in lieu of a fraction
of a New Share). Cash payments in lieu of a fractional New Share should be
treated as if the fractional share were issued to the stockholder and then
redeemed by the Company for cash pursuant to Section 302 of the Internal Revenue
Code of 1986, as amended. A Company stockholder receiving such payment should
recognize gain or loss equal to the difference, if any, between the amount of
cash received and the stockholder's basis in the fractional share (determined as
provided below). Such gain or loss will be capital gain or loss if the payment
of cash in lieu of the fractional share is undertaken solely for the purpose of
saving the Company the expense and inconvenience of issuing and transferring
fractional shares, is not separately bargained for consideration and the payment
is "not essentially equivalent to a dividend" with respect to the stockholder
under the federal income tax law. For this purpose, a payment is not essentially
equivalent to a dividend if it
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results in a "meaningful reduction" in the stockholder's percentage interest in
the Company, taking into account the constructive ownership rules and
redemptions of fractional shares from all the stockholders. The Internal Revenue
Service has ruled publicly that any reduction in the percentage interest of a
small minority stockholder in a publicly-held corporation who exercises no
control over corporate affairs should constitute a meaningful reduction.
The aggregate tax basis of the New Shares received in the Reverse Split
(including any fraction of a New Share deemed to have been received) will be the
same as the stockholder's aggregate tax basis in the Old Shares exchanged
therefor. The stockholder's holding period for the New Shares will include the
period during which the stockholder held the Old Shares surrendered in the
Reverse Split.
Required Vote
-------------
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote on the Amendment will be required to approve the
Amendment. The Board of Directors unanimously recommends that stockholders vote
FOR this proposal.
MISCELLANEOUS
Stockholder Proposals
---------------------
In order to be included in the proxy materials for the 2001 Annual
Meeting of Stockholders of the Company, stockholder proposals must be received
by the Company on or before November 20, 2000. As to any stockholder proposal
intended to be presented at the 2001 Annual Meeting of Stockholders without
inclusion in the Company's proxy statement and form of proxy for that meeting,
the proxies named in the Company's form of proxy for that meeting will be
entitled to exercise discretionary authority on any such proposal unless the
Company receives notice of the matter on or before February 3, 2001. However,
even if such notice is timely received, such proxies nevertheless may be
entitled to exercise discretionary authority on such matter to the extent
permitted by the rules and regulations of the Securities and Exchange
Commission.
Solicitation of Proxies
-----------------------
The cost of preparing, assembling and mailing the Notice of Special
Meeting, this Proxy Statement and forms of proxy is to be borne by the Company.
The Company will also reimburse brokers who are holders of record of shares of
Common Stock for their expenses in forwarding forms of proxy and proxy
soliciting materials to the beneficial owners of such shares. In addition to the
use of the mails, forms of proxy may be solicited without extra compensation by
directors, officers and employees of the Company by telephone, telecopy,
telegraph or personal interview.
Other Matters
-------------
Shares of Common Stock that are voted to abstain and broker non-votes
will be considered present at the Meeting in determining a quorum. Shares
abstaining with respect to any matter will be
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considered entitled to vote and cast with respect to that matter. Shares subject
to broker non-votes with respect to any matter will not be considered entitled
to vote with respect to such matter.
The Board of Directors does not know of any other matter to be brought
before the Meeting. If any other matters are properly brought before the
Meeting, the persons named in the accompanying form of proxy intend to vote such
proxy in accordance with their judgment on those matters, including any matters
dealing with the conduct of the Meeting.
By Order of the Board of Directors
Jerold R. Kassner,
Secretary
Attleboro, Massachusetts
July 10, 2000
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EXHIBIT A
PROPOSED TEXT OF AMENDMENT OF RESTATED
CERTIFICATE OF INCORPORATION
The restated certificate of incorporation of the Corporation, as amended to
date, is to be further amended by adding the following paragraph immediately
after the present first paragraph of ARTICLE FOURTH thereof:
"Effective upon the filing of this Certificate of Amendment of
the Restated Certificate of Incorporation of the Corporation,
each three (3) shares of Common Stock, $.10 par value per
share, of the Corporation then issued and outstanding or held
in the treasury of the Corporation automatically shall be
combined into one (1) share of Common Stock of the
Corporation. There shall be no fractional shares issued. Each
holder of shares of Common Stock who otherwise would be
entitled to receive a fractional share shall be entitled to
receive a cash payment in lieu thereof at a price equal to the
fraction to which such holder would otherwise be entitled to
receive multiplied by the closing price of Common Stock as
reported in The Wall Street Journal on the last trading day
prior to the filing of this Certificate of Amendment of the
Restated Certificate of Incorporation of the Corporation, or,
if such price is not available, the average of the last bid
and asked prices of the Common Stock on such day, or such
other price as may be determined by the Board of Directors of
the Corporation."
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SWANK, INC.
6 HAZEL STREET, ATTLEBORO, MASSACHUSETTS 02703
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS-AUGUST 4, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints MARSHALL TULIN and JOHN
TULIN, and each of them, with full power of substitution, the attorneys and
proxies of the undersigned, to vote all shares of the common stock of Swank,
Inc. (the "Company") which the undersigned is entitled to vote at the Special
Meeting of Stockholders of the Company to be held at the Company's offices at 6
Hazel Street, Attleboro, Massachusetts 02703, on August 4, 2000 at 11:00 A.M.
local time, and at all adjournments and postponements thereof, upon the
following matters:
(PLEASE SIGN AND DATE ON THE REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
SWANK, INC.
AUGUST 4, 2000
Please Detach and Mail in the Envelope Provided
[X] Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.
<TABLE>
<CAPTION>
<S> <C>
1. The authorization of an Amendment to the FOR AGAINST ABSTAIN
Company's Restated Certificate of Incorpo-
ration in order to effect a one-for-three _____ ________ _________
reverse stock split.
2. The transaction of such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof.
UNLESS OTHERWISE INDICATED, THE PROXY WILL BE VOTED "FOR" ITEM 1
AND WITH DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL
MEETING. IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN
THIS FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SIGNATURE_____________________ DATE_______ SIGNATURE_____________________ DATE_______
(SIGNATURE IF HELD JOINTLY)
</TABLE>
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee, guardian or
corporate officer, please give full title as such.
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