Attached files
| file | filename |
|---|---|
| EX-31.01 - CERTIFICATION OF CEO - Swank, Inc. | ex31_01-f10ka12312010.htm |
| EX-31.02 - CERTIFICATION OF CFO - Swank, Inc. | ex31_02-f10ka12312010.htm |
| EX-4.02.01 - LOAN AND SECURITY AGREEMENT - Swank, Inc. | ex4_0201-f10k12312010.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
|
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
|
Commission File Number 1-5354
SWANK, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of incorporation or organization)
|
04-1886990
(IRS Employer Identification Number)
|
|
|
90 Park Avenue
New York, New York
(Address of principal executive offices)
|
10016
(Zip code)
|
|
Registrant's telephone number, including area code:
|
(212) 867-2600
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
None
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
Common Stock, $.10 par value
|
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes:x No: o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Item 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No: o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o
|
Accelerated filer o
|
|
|
Non-accelerated filer o
|
Smaller reporting company x
|
|
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
The aggregate market value of the shares of the Registrant’s common stock, $.10 par value per share, held by non-affiliates, based on the closing price of $2.45 as of the close of business on June 30, 2010, the last business day of our most recently completed second fiscal quarter, was $13,901,079.
The number of outstanding shares of Registrant’s common stock, $.10 par value per share, at the close of business on February 28, 2011 was 5,623,488.
DOCUMENTS INCORPORATED BY REFERENCE
None.
|
|
EXPLANTORY NOTE
Swank, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2011 (the “Original Form 10-K”). This Form 10-K/A is being filed solely to (i) amend and restate in its entirety the Exhibit Index of the Original Form 10-K and (ii) to re-file Exhibit 4.02.01, the Loan and Security Agreement, dated as of June 30, 2004, between the Company and Wells Fargo Foothill, Inc., in each case in response to comments the Company received from the SEC on a confidential treatment request the Company made for certain portions of such exhibit.
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires that this Form 10-K/A include as exhibits the certifications required of the Company’s principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. The Company is not including certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.
This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update any disclosures affected by subsequent events. Except as noted above, this Form 10-K/A continues to speak as of the date of the Original Form 10-K, and does not modify, amend or update in any way the financial statements or any other item or disclosures in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings made with the SEC.
|
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Date: May 13, 2011
|
SWANK, INC.
(Registrant)
|
||
|
|
|||
| By: | /s/ Jerold R. Kassner |
|
|
|
Jerold R. Kassner, Executive Vice President, Chief
Financial Officer, Treasurer and Secretary |
|||
|
|
EXHIBIT INDEX
|
Exhibit
|
Description
|
|
3.01
|
Restated Certificate of Incorporation of the Company dated May 1, 1987, as amended to date. (Exhibit 3.01 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 1-5354, is incorporated herein by reference.)
|
|
3.02
|
Amended and Restated By-laws of the Company. (Exhibit 3.02 to the Company's Current Report on Form 8-K dated March 27, 2007, File No. 1-5354, is incorporated herein by reference.)
|
|
4.01
|
Rights Agreement, dated as of November 11, 2009, between the Company and American Stock Transfer & Trust Company, as Rights Agent. (Exhibit 1 to the Company's Registration Statement on Form 8-A dated November 12, 1999, File No. 1-5354, is incorporated herein by reference.)
|
|
4.02.01
|
Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc.* #
|
|
4.02.02
|
First Amendment dated August 31, 2004 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 4.02.02 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 1-5354, is incorporated herein by reference.)
|
|
4.02.03
|
Second Amendment dated January 31, 2005 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 4.02.03 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 1-5354, is incorporated herein by reference.)
|
|
4.02.04
|
Third Amendment dated September 31, 2005 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 4.02.04 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 1-5354, is incorporated herein by reference.)
|
|
4.02.05
|
Fourth Amendment dated April 19, 2006 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 4.02.05 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 1-5354, is incorporated herein by reference.)
|
|
4.02.06
|
Fifth Amendment dated August 28, 2006 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 10.01 to the Company’s Current Report on Form 8-K dated as of August 31, 2006, File No. 1-5354, is incorporated herein by reference.)
|
|
4.02.07
|
Sixth Amendment dated July 2, 2007 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 10.01 to the Company’s Current Report on Form 8-K dated as of July 6, 2007, File No. 1-5354, is incorporated herein by reference.)
|
|
|
|
4.02.08
|
Seventh Amendment dated November 20, 2008 to Loan and Security Agreement dated as of June 30, 2004 between the Company and Wells Fargo Foothill, Inc. (Exhibit 10.01 to the Company’s Current Report on Form 8-K dated as of November 20, 2008, File No. 1-5354, is incorporated herein by reference.)
|
|
10.01
|
Amended and Restated Employment Agreement dated as of January 10, 2008 between the Company and John Tulin (Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 14, 2008, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.02.01
|
Amended and Restated Employment Agreement dated as of January 10, 2008 between the Company and James E. Tulin (Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 14, 2008, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.02.02
|
Letter Agreement dated as of January 1, 2010 between the Company and James E. Tulin (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 12, 2010, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.03
|
Amended and Restated Employment Agreement dated as of January 10, 2008 between the Company and Eric P. Luft (Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 14, 2008, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.04
|
Form of Termination Agreement effective as of November 1, 2008 between the Company and each of the Company's officers listed on Schedule A thereto. (Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 20, 2008, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.05
|
Deferred Compensation Plan of the Company dated as of January 1, 1987. (Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.06
|
Agreement dated as of July 14, 1981 between the Company and Marshall Tulin, John Tulin and Raymond Vise as investment managers of the Company's pension plans. (Exhibit 10.12(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1981, File No. 1-5354, is incorporated herein by reference.)
|
|
10.07
|
The New Swank, Inc. Retirement Plan Trust Agreement dated as of January 1, 1994 among the Company and John Tulin and Raymond Vise, as co-trustees. (Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No. 1-5354, is incorporated herein by reference.)
|
|
10.08
|
The New Swank, Inc. Retirement Plan as amended and restated, effective January 1, 2011.* *
|
|
10.09
|
Letter Agreement effective August 1, 1996 between the Company and John J. Macht. (Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 1-5354, is incorporated herein by reference.)+
|
|
|
|
10.10
|
Letter Agreement effective August 1, 1998 between the Company and The Macht Group. (Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.11
|
Letter Agreement effective May 1, 2000 between the Company and The Macht Group. (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.12
|
Swank, Inc. 1998 Equity Incentive Compensation Plan (Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.13
|
Lease dated December 31, 1990, as amended to date, between the Company and Gamma Realty Group, L.L.C. (Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 1-5354, is incorporated herein by reference.)
|
|
10.14
|
Incentive Stock Option Contract dated February 28, 2008 between the Company and John Tulin (Exhibit 99.1 to the Company's Current Report on Form 8-K dated March 3, 2008, File No. 1-5354, is incorporated herein by reference.).+
|
|
10.15
|
Incentive Stock Option Contract dated February 28, 2008 between the Company and Eric P. Luft (Exhibit 99.3 to the Company's Current Report on Form 8-K dated March 3, 2008, File No. 1-5354, is incorporated herein by reference.).+
|
|
10.16
|
Incentive Stock Option Contract dated February 28, 2008 between the Company and Melvin Goldfeder (Exhibit 99.4 to the Company's Current Report on Form 8-K dated March 3, 2008, File No. 1-5354, is incorporated herein by reference.).+
|
|
10.17
|
Stockholders Agreement dated March 1, 2006 among the Company, John Tulin and James Tulin (Exhibit A to Amendment No. 15 to Schedule 13D dated March 6, 2006 of The New Swank, Inc. Retirement Plan, John Tulin and Raymond Vise is incorporated herein by reference).
|
|
10.18
|
Swank, Inc. 2008 Stock Incentive Plan. (Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, File No. 1-5354, is incorporated herein by reference.).+
|
|
10.18.01
|
Stock Award Agreement dated March 11, 2009 between the Company and John Tulin (Exhibit 10.1 to the Company's Current Report on Form 8-Kdated March 13, 2009, File No. 1-5354, is incorporated herein by reference.)+
|
|
10.18.02
|
Stock Award Agreement dated March 10, 2010 between the Company and John Tulin. (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 12, 2010, File No. 1-5354, is incorporated herein by reference.)+
|
|
14.01
|
Code of Ethics for Finance Professionals of the Company (Exhibit 14.01 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, File No. 1-5354, is incorporated herein by reference.)
|
|
|
|
21.01
|
Subsidiaries of the Company. (Exhibit 21.01 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 1-5354, is incorporated herein by reference.)
|
|
31.01
|
Rule 13a-14(a) Certification of John Tulin, Chief Executive Officer of the Company.*
|
|
31.02
|
Rule 13a-14(a) Certification of Jerold R. Kassner, Principal Financial Officer of the Company.*
|
|
32.01
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
_________________________________________________
*Filed herewith.
**Filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, File No. 1-5354, filed on March 31, 2011.
+Management contract or compensatory plan or arrangement.
#Portions of this exhibit have been omitted pursuant to a request for confidential treatment.