Esio Water & Beverage Development Corp. – ‘10KSB/A’ for 6/30/95

As of:  Friday, 10/27/95   ·   For:  6/30/95   ·   Accession #:  938492-95-24   ·   File #:  1-10320

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Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Annual Report on Form 10Ksb.              7     35K 

Document Table of Contents

10KSB/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 

FORM 10-KSB/A 

(Mark  One)                                                           
[ X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE                 
SECURITIES  EXCHANGE ACT OF 1934 [Fee  Required]                                

For the fiscal year ended June 30,  1995                                        

[ ] TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES      
EXCHANGE ACT OF 1934 [No Fee Required]                                          

For the transition period from _______________ to _________________             

Commission file number 1-10320                                                  

RICHARD BARRIE FRAGRANCES, INC. 
(Name of small business issuer in its charter)

Nevada                                                          
(State or other jurisdiction                         13-3465289                 
of incorporation or organization)         (I.R.S. Employer Identification No.)

15 Executive Boulevard, Orange, Connecticut 06477 
(Address of principal executive offices) (Zip Code) 

Issuer's telephone number: (203) 795-5300 

         The Registrant hereby amends the following items, financial statements,
exhibits or other  portions  of its Annual  Report on Form 10-KSB for the fiscal
year ended June 30, 1995 as set forth in the pages attached hereto:             

   Item 9.   Directors and Executive Officers; Promoters and Control
Persons; Compliance with Section 16(a)    
of the Exchange Act                       
Item 10. Executive Compensation                               
         Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions       

                                             Page 1 of 7 Total Pages
                                            No Exhibit Index

10KSB/A
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PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS; PROMOTERS AND CONTROL                
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT    

Information Concerning Directors and Executive Officers                         

Name                      Age           Position                                

Lynn Barrie               48            Director and Secretary                  
Richard Barrie            53            Director and President                  
Arch Nadler               71            Director                                
Peter T. Pochna           54            Director                                
Joseph Buvel              34            Vice President - Finance,               
                                       Treasurer and Chief Financial Officer
Leo Mahoney               47            Vice President - Operations             
Ronald Stein              52            Vice President - Sales                  

            Directors hold office until the next annual meeting of the Company's
stockholders and until their successors are elected and qualified.  Officers are
elected  annually by the Board of Directors  and serve at the  discretion of the
Board.                                                                          

     Mrs.  Barrie has served as Secretary and as a director of the Company since
its inception in 1988.  From 1986 to 1988,  Mrs. Barrie was a Vice President and
principal of Richard Barrie  Enterprises,  a consulting company  specializing in
the cosmetics and  toiletries  industry and,  since 1981,  has been a homemaker.
Mrs. Barrie is the wife of Richard Barrie.                                      

            Mr. Barrie has served as President and chief  executive  officer and
as a director of the Company since its inception in 1988. From 1986 to 1988, Mr.
Barrie was President and a principal of Richard Barrie Enterprises, a consulting
company  specializing  in the cosmetics and  toiletries  industry.  From 1984 to
1986,  Mr.  Barrie was  employed or retained in a  consultant  capacity by Carme
International,  Inc., a subsidiary  of Carme,  Inc., a  manufacturer  of natural
health and beauty aids and a distributor of natural food and cosmetic  products.
From 1963 to 1984,  Mr.  Barrie was  employed in various  sales,  marketing  and
executive capacities by Faberge  Incorporated,  serving as Senior Executive Vice
President  and  Chief  Operating  Officer  from  1980 to  1984,  Executive  Vice
President -- Marketing and Sales from 1970 to 1980,  Vice President of Marketing
and Sales -- Retail  and Salon  Divisions  from 1967 to 1970,  Sales  Manager --
Retail and Salon  Divisions  from 1966 to 1967,  and in various sales  positions
from 1963 to 1966. In addition,  Barrie  served as member of Faberge's  Board of
Directors  from 1970 to 1984.  During  Mr.  Barrie's  years at  Faberge,  he was
involved  in  the  development  (including  formulations,   packaging,  pricing,
distribution  and marketing) and  introduction of many well known and successful
product lines, including the BABE fragrance line, which in its first year became
Faberge's largest selling women's fragrance worldwide.  BABE received two awards
from the Fragrance Foundation for its 1976 launch: Most Successful  Introduction
of a Women's Fragrance in Popular  Distribution,  and Best Advertising  Campaign
for Women's Fragrance.  Mr. Barrie also supervised Faberge's introduction of the
popular BRUT 33 toiletry line for Faberge.  Mr.  Barrie's role for this toiletry
line included obtaining Joe Namath's endorsement and promotional assistance.  In
1977,  Mr. Barrie signed Farrah  Fawcett to a promotional  contract with Faberge
for the Farrah  Fawcett  hair  product  and  fragrance  lines.  Mr.  Barrie also
supervised  the  expansion of the Faberge  Organics Hair Care line from a beauty
salon  line to a  successful  retail  line.  Mr.  Barrie is the  husband of Lynn
Barrie.                                                                         

            Mr. Nadler  became a director of the Company upon the  completion of
the Company's  initial public offering in March 1989. Mr. Nadler has managed his
private investments since retiring in December 1984 as Chairman of the Board and
Chief Executive Officer of Nadler & Larimer  Advertising  Agency, an advertising
agency with offices in New York and London, which he founded in 1962.           

                                         2

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     Mr.  Pochna  became a director of the Company  upon the  completion  of the
Company's  initial public  offering in March 1989. Mr. Pochna has been a private
investor  and  financial  consultant  to small  businesses  during the past five
years.                                                                          

            Mr.  Buvel  became  Vice  President - Finance,  Treasurer  and Chief
Financial Officer of the Company in February 1994 after becoming employed by the
Company in December 1993 following completion of the Company's  transaction with
Muelhens Inc., which manufactured and distributed  fragrance,  cosmetic and skin
treatment  products.  From 1984 to  December  1993,  Mr.  Buvel was  employed by
Muelhens Inc. in a variety of financial positions, the last two years serving as
Chief Financial Officer.                                                        

            Mr.  Mahoney  became Vice  President - Operations  of the Company in
February 1994 after becoming  employed by the Company in December 1993 following
completion  of the Company's  transaction  with Muelhens Inc. From April 1991 to
December  1993,  Mr.  Mahoney was Director of  Operations  of Muelhens Inc. From
January 1990 to April 1991,  Mr. Mahoney was Director of Operations for Telrepco
Inc.,  which  manufactured  and  repaired   telephone   equipment  and  personal
computers,  and from 1983 to March 1989, Mr. Mahoney was General  Manager of the
Repair Division of TIE Communications,  Inc., which manufactured and distributed
telephone equipment.                                                            

            Mr. Stein  became Vice  President - Sales of the Company in February
1994  after  becoming  employed  by  the  Company  in  December  1993  following
completion of the Company's  transaction  with Muelhens Inc. Prior thereto,  Mr.
Stein was the  President of  Contemporary  Sales,  Inc., a company he founded in
1973 and which served as a  manufacturer's  sales  representative  in the retail
field.                                                                          

Compliance with Section 16(a) of the Exchange Act                               

            Section  16(a) of the  Securities  Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of the Company's  Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the Pacific
Stock Exchange. These reporting persons also are required to furnish the Company
with copies of all Section 16(a) forms they file.  To the  Company's  knowledge,
based  solely on its  review of the  copies of such  forms  furnished  to it and
representations  that no other reports were required,  the Company believes that
all Section 16(a)  reporting  requirements  were complied with during the fiscal
year ended June 30, 1995.                                                       

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ITEM 10.    EXECUTIVE COMPENSATION                                              

            The following table sets forth information  concerning  compensation
for  fiscal  1995,  1994  and  1993  earned  by or paid to the  Company's  chief
executive officer and each other executive officer whose  compensation  exceeded
$100,000 in fiscal 1995:                                                        

--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
                               Annual Compensation
------------------------------------------------------------------------------- 
                                                  Other Annual
Name and                            Salary    Bonus    Compensation(1)    
Principal Occupation       Year      ($)       ($)          ($)           
------------------------------------------------------------------------------- 
                 1995    227,950     -0-         1,922
Richard Barrie,               1994    198,125    16,000      66,500(2)          
President and                1993    150,000     -0-         8,000(2)         
chief executive officer                                                       
------------------------------------------------------------------------------- 
Ronald Stein,                 1995     92,250     -0-        17,500(3)          
Vice President-Sales        1994     48,750     -0-          -0-            
                1993       N/A      N/A          N/A
------------------------------------------------------------------------------- 

(1) The named executives  routinely receive other benefits from the Company, the
    aggregate  amounts of which during the years indicated did not exceed 10% of
the salary and bonus set forth above.                                   

(2) For fiscal 1995 represents the imputed  economic benefit to the executive of
    premiums  paid for a  "split  dollar"  insurance  policy  (discussed  below)
    insuring the life of the named executive officer.  For fiscal 1994 and 1993,
    represents  reimbursement  for premiums paid on insurance  policies insuring
    the life of the named  executive  officer for the benefit of his family.  In
    fiscal 1994 also represents  reimbursement of $58,500 in personal relocation
expenses.                                                               

(3) Represents reimbursement for personal relocation expenses.                  

Compensation Arrangements                                                       

            Chief Executive Officer.  Through September 30, 1993, Richard Barrie
was employed pursuant to an employment  agreement providing for an annual salary
of $150,000  and  reimbursement  (up to $8,000 per year) for the cost of private
life insurance maintained by Mr. Barrie for the benefit of his family. Effective
October 1, 1993, the Company entered into a new three-year  employment agreement
with Mr. Barrie  pursuant to which he would be paid an annual salary of $180,000
per year, which increased to $225,000 effective December 15, 1994, following the
Company's  completion of its transaction with Muelhens Inc., with annual cost of
living  adjustments  based upon the consumer  price index.  The  agreement  also
provided for the Company to reimburse Mr. Barrie (up to $8,000 per year) for the
cost of private life insurance through June 30, 1994. In August 1994 the Company
purchased for Mr. Barrie a $6,000,000  "split  dollar"  insurance  policy on his
life, which provides a $3,000,000 "key man" death benefit payable to the Company
and a $3,000,000 death benefit payable to Mr. Barrie's designated beneficiaries.
The policy is structured to provide for repayment of the premiums to the Company
upon the  earlier  of Mr.  Barrie's  death or  attainment  of the age of 67. The
policy is further  structured  to provide Mr.  Barrie with a retirement  benefit
from the cash surrender value of the policy.                                    

            Directors.  In September 1993, the Company adopted the  Non-Employee
Director  Compensation  Plan for all  directors  not  employed  by the  Company.
Pursuant  to this  Compensation  Plan,  on  September  20,  1993,  the four then
non-employee directors of the Company -- Mrs. Barrie and Messrs. McEnany, Nadler
and Pochna -- were each granted  ten-year  options to purchase  15,000 shares of
Common Stock at an exercise price of $2.25 per share                            

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(the closing price of the Common Stock on the Pacific Stock Exchange on the date
of the grant).  The options are  exercisable  as follows:  33-1/3%  immediately,
33-1/3% on the first  anniversary of the grant and the remaining 33- 1/3% on the
second  anniversary.  On February 2, 1994, this Compensation Plan was amended to
provide  for  payment of $500 to each  non-employee  director of the Company for
each meeting  attended.  In February  1995,  Patrick  McEnany  resigned from the
Company's Board of Directors after several years of service. In consideration of
his services to the Company, on February 21, 1995, the Company was authorized to
amend the terms of the  September  20,  1993  Stock  Option  Agreement  with Mr.
McEnany  pursuant to which he was granted  ten-year  options to purchase  15,000
shares of Common Stock at an exercise price of $2.25 per share.  Under the terms
of the original  agreement,  such options  were to expire  immediately  upon his
resignation  (with  respect  to options  not then  exercisable)  or thirty  days
thereafter (with respect to options then  exercisable).  The amendment  modified
such terms to eliminate such expiration provision.  In addition, the Company was
authorized to grant "piggy-back"  registration rights with respect to the shares
of Common Stock  issuable upon exercise of such options,  such that these shares
would be included in certain future registration statements filed by the Company
under the Securities Act of 1933 without cost to Mr. McEnany. On April 17, 1995,
the  exercise  price of the options held by Mrs.  Barrie and Messrs.  Nadler and
Pochna (Mr.  McEnany  having  resigned from the Board of Directors by that time)
were reduced to $1.4375,  the closing price of the Company's Common Stock on the
Pacific Stock Exchange on such date.                                            

            Option Grants to Executive Officers.  On April 17, 1995, the Company
granted  ten-year  options  to  purchase  25,000  shares of  Common  Stock at an
exercise  price of $1.4375 (the closing price of the Common Stock on the Pacific
Stock  Exchange  on the date of grant) to Mr.  Barrie  and  similar  options  to
purchase  10,000  shares of Common Stock to each of Messrs.  Buvel,  Mahoney and
Stein, Vice Presidents of the Company.  Such options were to become  exercisable
as to 50% on each of the first and second  anniversary  dates of the  grant.  In
October  1995,  all  of  these  options  were  voluntarily  relinquished  by the
grantees.                                                                       

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ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.     

            The following  table sets forth certain  information as of September
28,  1995 (on which date  4,419,548  shares of Common  Stock were  outstanding),
except as indicated  below,  with respect to (i) those person or groups known to
the Company to beneficially own more than 5% of the Company's Common Stock, (ii)
each director, (iii) each executive officer whose compensation exceeded $100,000
in fiscal 1994, and (iv) all directors and officers as a group.  The information
is determined in accordance  with Rule 13d-3  promulgated  under the  Securities
Exchange Act of 1934 based upon  information  furnished by the persons listed or
contained  in  filings  made by them with the  Securities  Exchange  Commission.
Except as  indicated  below,  the  stockholders  listed  possess sole voting and
investment power with respect to their shares.                                  

          Amount and Nature of
Beneficial Owner                   Beneficial Ownership      Percent of Class   
----------------                   --------------------      ----------------   
Richard Barrie and Lynn Barrie        505,223(1)                  11.4%         
Anthony Silverman                     327,611(2)                   7.0%         
Peter T. Pochna                        28,045(3)                     *          
Arch Nadler                            23,667(4)                     *          
All Directors and Executive                                                     
Officers as a                                                                 
Group (7 persons)                     576,436(5)                  12.8%         

---------------------------------                                               

*   Less than one percent.                                                      

(1) Richard and Lynn Barrie are married. The number of shares indicated includes
    (i) 477,400  shares owned by Richard  Barrie,  who possesses sole voting and
    investment  power with  respect to such  shares;  (ii) 4,823 shares owned by
    Lynn Barrie,  who possesses sole voting and investment power with respect to
    such  shares;  and (iii)  23,000  shares  issuable  to Lynn  Barrie upon the
    exercise of presently exercisable options, as to which she will possess sole
    voting and  investment  power upon  exercise of such  options.  Mr. and Mrs.
    Barrie's  business address is 15 Executive  Boulevard,  Orange,  Connecticut
06477.                                                                  

(2) Includes (i) 173,334 shares issuable to Mr. Silverman upon the conversion of
    $390,000 principal amount of 10% Convertible  Subordinated  Promissory Notes
    ("Convertible  Notes") and (ii) 102,610 shares issuable upon the exercise of
    presently  exercisable  warrants.  Does not  include  shares  issuable  upon
    conversion   of  accrued  but  unpaid   interest  on  the  10%   Convertible
    Subordinated  Promissory  Notes  held  by  Mr.  Silverman.  Mr.  Silverman's
    business  address is 11811 N. Tatum Boulevard,  Phoenix,  Arizona 85028. The
    information  in this  footnote is as of February 1, 1994  (adjusted  to give
    effect to the March 9, 1994 reverse  stock split and as further  adjusted to
    give effect to a reduction in the conversion price of the Convertible  Notes
    effective  August 13, 1994) and was obtained from Mr.  Silverman's  Schedule
13D dated that date.                                                    

     (3)  Includes  15,000  shares  issuable to Mr.  Pochna upon the exercise of
presently exercisable options.                                                  

     (4)  Includes  23,000  shares  issuable to Mr.  Nadler upon the exercise of
presently exercisable options.                                                  

(5) Includes an aggregate of 71,334 shares  issuable to the Company's  directors
    and  executive  officers as follows:  (i) 61,000 upon  exercise of presently
    exercisable options;  (ii) 8,667 upon conversion of $19,500 principal amount
    of  Convertible  Notes (but  excluding  shares  issuable upon  conversion of
    accrued but unpaid interest);  and (iii) 1,667 shares issuable upon exercise
of presently exercisable warrants.                                      

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                     

    The disclosure  required by this Item 12 is set forth in Item 10,  Executive
Compensation.                                                                   

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                                                  SIGNATURES

    In  accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  Report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.                                         

                                RICHARD BARRIE FRAGRANCES, INC. (Registrant)

Dated:  October 27, 1995           By:  /s/ Joseph Buvel                        
              ------------------
        Joseph Buvel
                                   Vice President-Finance, Treasurer and
                       Chief Financial Officer

                                         7

Dates Referenced Herein

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/27/95		7					None on these Dates
		9/28/95		6
For Period End:		6/30/95		1		3
		4/17/95		5
		2/21/95		5
		12/15/94		4
		8/13/94		6
		6/30/94		4
		3/9/94		6
		2/2/94		5
		2/1/94		6
		10/1/93		4
		9/30/93		4
		9/20/93		4		5
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