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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
SWANK, INC.
(Name of Registrant as Specified in Its Charter)
__________________________________________________________
(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:
__________________________________________________
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:
__________________________________________________
PRELIMINARY COPIES
SWANK, INC.
6 Hazel Street
Attleboro, Massachusetts 02703
_______________________
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.
SWANK, INC.
6 Hazel Street
Attleboro, Massachusetts 02703
_______________________
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:
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
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 4,870,315(3)(4) 29.3%
90 Park Avenue
New York, NY 10016
Common Stock John Tulin 4,442,623(3)(5) 26.7%
90 Park Avenue
New York, NY 10016
Common Stock Raymond Vise 4,208,176(3)(6) 25.4%
90 Park Avenue
New York, NY 10016
______________________
(1) This amount includes (a) 5,898,778 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 3,623,596 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. 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 513,163 shares held in the
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) 23,325 shares of Common Stock
allocated to the accounts of former employees but voted by the
trustees (see footnote 1 above), (b) 3,623,596 shares held in
accounts as to which the trustees have sole voting power as to
certain matters (see footnote 2 above) and (c) 513,163 shares
held in accounts under the Retirement Plan which may be disposed
of in the discretion of the trustees (see footnote 2 above).
(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 95 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
compensation 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 of
NAME OF BENEFICIAL OWNER Beneficial Ownership Class
Mark Abramowitz 27,600(1) *
John J. Macht 30,000(2) *
James E. Tulin 106,209(3) *
John Tulin 4,442,623(3)(4) 26.7%
Marshall Tulin 4,870,315(3)(5) 29.3%
Raymond Vise 4,208,176(3)(6) 25.4%
Lewis Valenti 90,508(7) *
Eric P. Luft 69,091(8) *
All directors and officers 5,770,720(9) 34.1%
as a group (12 persons)
________________
* 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.
(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 footnote 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.
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 Securities Exchange Act of 1934.
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 a
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
compliance with this requirement by August 23, 2000, its Common
Stock would be delisted at the opening of business on August 11,
2000 (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
_________________
(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.
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 certifi
cates 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 prior to the Effective Date (or if such price is not
available, the average of the last bid and ask prices of the
Class A 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 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 proposal intended to be presented at the
2001 Annual Meeting of Stockholders stockholder 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 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 matter, 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
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."
PRELIMINARY COPIES
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)
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.
1. The authorization of an Amendment to the
Company's Restated Certificate of Incorpo-
ration in order to effect a one-for-three
reverse stock split.
FOR AGAINST ABSTAIN
_____ ________ _________
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)
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.
