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Swiss Army Brands Inc – ‘S-3’ on 2/20/96

As of: Tuesday, 2/20/96 · Accession #: 950117-96-126 · File #: 333-01067

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/20/96  Swiss Army Brands Inc             S-3                    3:39K                                    Command F… Self-Filer/FA

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Forschner                                             14     73K 
 2: EX-5        Exhibit 5.1                                            2      7K 
 3: EX-23       Exhibit 23.1                                           1      4K

S-3 — Forschner
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Exhibits Indemnification of Directors and Officers Offering, The Other Expenses of Issuance and Distribution.* Plan of Distribution Registering Stockholders Risk Factors The Offering Undertakings
1	1st Page - Filing Submission
2	Common Stock
4	The Offering
"	Risk Factors
6	Registering Stockholders
7	Plan of Distribution
8	Item 14. Other Expenses of Issuance and Distribution.*
"	Item 15. Indemnification of Directors and Officers
9	Item 16. Exhibits
10	Item 17. Undertakings

S-3 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
  As filed with the Securities and Exchange Commission on February 20, 1996.

                                                          Registration No. 33-
=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -------
FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
 -------

 THE FORSCHNER GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware                                   13-2797726 
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                

One Research Drive
Shelton, Connecticut 06484
(203) 929-6391
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
J. Merrick Taggart
 The Forschner Group, Inc.
One Research Drive
Shelton, Connecticut 06484
(203) 929-6391
(Name, address, including zip code, and telephone number,   
including area code, of agent for service)    
Copies to:
 Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
 460 Park Avenue
New York, New York 10022
(212) 486-1700
-------   

    Approximate  date of  commencement  of proposed sale to the public:  On such
date as the Registering Stockholders shall elect to commence sales to the public
following the effective date of this registration statement.                    

    If the only  securities  being  registered  on this  Form are to be  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]                                                                        

    If any of the securities  being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

CALCULATION OF REGISTRATION FEE   

                                                        [Enlarge/Download Table]

====================================================================================================================================
                                                                                             Proposed maximum                       
                                         Amount to be  Proposed maximum offering price  aggregate offering price of                 
Title of each class of securities to be   registered     per unit of securities to be        securities to be           Amount of   
registered                                                     registered(1)                  registered(1)         registration fee
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Common Stock, par value $.10 per share      71,768                 $12.00                          $861,216                 $297    
====================================================================================================================================

(1) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(c), based on the average of the highest and lowest sale
prices of the Common Stock on February 15, 1996.                        

    The  registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.                                                                  

=============================================================================== 

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 71,768 Shares

 THE FORSCHNER GROUP, INC.

Common Stock
(Par Value $.10 Per Share)

          This  Prospectus  relates to up to 71,768  shares  (the  "Shares")  of
Common Stock,  par value $.10 per share (the "Common  Stock"),  of The Forschner
Group,  Inc. (the "Company" or "Forschner").  The Shares may be offered for sale
by certain  stockholders of the Company (the  "Registering  Stockholders").  See
"Registering  Stockholders."  The Company  will not receive any of the  proceeds
from the sale of the Shares.                                                    

          The Shares may be offered by the Registering Stockholders from time to
time  in   transactions   (which  may  include   block   transactions)   in  the
over-the-counter  market,  in  negotiated  transactions,  through the writing of
options on Shares,  or a  combination  of such methods of sale,  at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices.              
See "Registering Stockholders" and "Plan of Distribution".                      

          The  Registering  Stockholders  have agreed to bear all  out-of-pocket
expenses (other than selling  discounts and  commissions) in connection with the
registration  of all of the Shares  which may be  offered  by this  Registration
Statement,  estimated to be approximately  $9,000. The Registering  Stockholders
have agreed to indemnify  the  Company,  and the Company has agreed to indemnify
the  Registering  Stockholders,  against  certain civil  liabilities,  including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

         THE SECURITIES WHICH MAY BE OFFERED HEREBY ARE SUBJECT TO CERTAIN RISKS
WHICH SHOULD BE CAREFULLY CONSIDERED BY POTENTIAL INVESTORS. SEE "RISK FACTORS".

          The Common Stock is listed on NASDAQ's  National  Market  System under
the symbol FSNR.  The last  reported sale price per share of the Common Stock on
NASDAQ on February 15, 1996 was $12.00.                                         

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON  
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
ANY REPRESENTATION TO THE CONTRARY    
IS A CRIMINAL OFFENSE.      
-------     

 The date of this Prospectus is February 20, 1996.

          No person has been  authorized to give any  information or to make any
representation  not  contained in this  Prospectus  and, if given or made,  such
information or representation must not be relied upon as having been authorized.
This  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy any  securities  other than the  registered  securities to which it
relates or an offer to sell or a  solicitation  of an offer to buy to any person
in any jurisdiction where such offer would be unlawful.                         

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 DOCUMENTS INCORPORATED BY REFERENCE

          The Company hereby  incorporates by reference into this Prospectus the
following  documents  filed with the  Securities  and Exchange  Commission  (the
"Commission"):                                                                  

          (a) The Company's Annual Report on Form 10-K for the Fiscal Year ended
December  31,  1994,  filed  pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 (the "Exchange Act");                                      

          (b) The Company's Quarterly Report on Form 10-Q for the Fiscal Quarter
ended March 31, 1995, filed pursuant to Section 13 or 15(d) of the Exchange Act;

          (c) The Company's Quarterly Report on Form 10-Q for the Fiscal Quarter
ended June 30, 1995, filed pursuant to Section 13 or 15(d) of the Exchange Act; 

          (d) The Company's Quarterly Report on Form 10-Q for the Fiscal Quarter
ended September 30, 1995,  filed pursuant to Section 13 or 15(d) of the Exchange
Act;                                                                            

         (e)  The Company's Proxy Statement dated May 15, 1995, filed pursuant
to Section 14 of the Exchange Act;                                              

          (f) The  description  of the Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A dated  September 12, 1984,  filed
pursuant to Section 12(g) of the Exchange Act; and                              

          (g) All  other  reports  and  other  documents  filed  by the  Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1993. 

          All documents  filed by the Company after the date of this  Prospectus
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a  post-effective  amendment which indicates that all securities which
may be offered hereby have been sold or which  deregisters  all securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Prospectus  and to be a part hereof  from the date of filing of such  documents.
Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.                                        

          The Company will provide without charge to each person,  including any
beneficial  owner of any of the Common Stock,  to whom a copy of this Prospectus
has been delivered,  upon the written or oral request of such person,  a copy of
any and all of the documents that have been or may be  incorporated by reference
in this Prospectus,  except that exhibits to such document shall not be provided
unless they are  specifically  incorporated  by reference  into such  documents.
Requests  for such copies of any  document  should be directed to Mr.  Thomas M.
Lupinski,  Senior Vice President, The Forschner Group, Inc., One Research Drive,
Shelton, Connecticut 06484, telephone number (203) 929-6391.                    

 AVAILABLE INFORMATION

          The  Company  is  subject  to the  informational  requirements  of the
Exchange Act and in accordance  therewith  files reports,  proxy and information
statements and other  information with the Commission.  Such reports,  proxy and
information  statements  and  other  information  filed  by the  Company  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549, as well as the
following regional offices:  Seven World Trade Center, 13th Floor, New York, New
York 10048; and 500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. 

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PROSPECTUS SUMMARY

The Company                                                                     

          The Company is the exclusive  distributor in the United States, Canada
and the Caribbean of the Victorinox'r' Original Swiss Army Knife,  Victorinox'r'
cutlery and  Victorinox'r'  watches.  The Company  also  markets its own line of
Swiss Army'r' Brand Watches and other high quality Swiss made products under its
Swiss Army Brand. The Company has been marketing  Victorinox Original Swiss Army
Knives and  Victorinox  cutlery for over fifty years and has been the  exclusive
United States  distributor of such products since 1972, an arrangement  that was
formalized in 1983.  The Company added Canada and the Caribbean to its exclusive
territory  for  Victorinox   Original  Swiss  Army  Knives  in  1992  and  1993,
respectively.  Victorinox  Original  Swiss Army Knives as well as Swiss  Army'r'
Brand  Watches and other Swiss Army Brand  products  are  marketed  primarily to
retailers and also to corporate gift buyers as advertising  specialty  products.
The Company's  cutlery line, which also includes imported products from Germany,
England and  Brazil,  is sold  primarily  to the meat  packing and food  service
industries.  The Company's wholly-owned  subsidiary,  Cuisine de France Limited,
imports and  distributes  high quality  French made  consumer  cutlery under the
Cuisine de France'r' Sabatier'r' brand.                                         

          The Company's  principal  executive  office is located at One Research
Drive, Shelton, Connecticut 06484, telephone number (203) 929-6391.             

The Offering                                                                    

                                                                [Download Table]
                                                        
Number of Shares Registered by                          
 the Registering Stockholders                     71,768

Shares Outstanding Prior to                             
  the Sale of any Shares                                
  Registered Pursuant Hereto                   8,186,610

Shares Outstanding After                                
  the Sale of Shares Registered                         
  Pursuant Hereto, Assuming Sale                        
  of All Shares Being Registered               8,186,610

NASDAQ Symbol                                       FSNR


RISK FACTORS

          Prospective   investors  should  give  careful  consideration  to  the
following factors, among others, in analyzing this offering:                    

          1.  Dependence  on Certain  Suppliers.  The Company  does not have any
manufacturing  facilities  and  imports  virtually  all  of  its  products  from
independent  suppliers.  The  Company's  business  is subject  to certain  risks
related to its  arrangements  with its  foreign  suppliers,  including  possible
restrictions  on  transfer  of funds,  the risk of  imposition  of quotas on the
amount of products  which may be imported  into the United  States  (although no
quota  currently  exists),  maritime  union strikes and  political  instability.
Although the Company has a United  States  exclusive  distributorship  agreement
with Victorinox Cutlery Company ("Victorinox"),  its principal supplier, it does
not have such contractual  arrangements with its other suppliers.  The agreement
with Victorinox provides for certain minimum annual purchases of products by the
Company, and failure to achieve these goals                                     

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would result in Victorinox  having the right to terminate the agreement.  Such a
termination would have a material adverse effect upon the Company's  operations.
The agreement also provides that the Company will not add  non-Victorinox  items
to its line of cutlery  products  without  the prior  agreement  of  Victorinox.
Although the Company has a contractual  right to receive  minimum  quantities of
Swiss Army  Knives from  Victorinox,  were this source of supply to fail for any
reason the Company would probably be unable to find an alternative  source.  Any
substantial disruption of the Company's relationships with its foreign suppliers
would have a material  adverse effect on its  operations and results.  Virtually
all of the  Company's  imported  products  are subject to United  States  custom
duties.                                                                         

          2. Foreign  Currency  Risks.  A substantial  majority of the Company's
products are imported from  Switzerland and paid for in Swiss francs.  Increases
in the value of the Swiss franc  against the dollar may  therefore  increase the
cost of the Company's products,  which might necessitate increases in prices or,
if  the  Company  finds  such  increases  to be  undesirable,  could  result  in
reductions  in gross  margins,  in either case with  possible  material  adverse
effects on the Company's operations and results. Thus, the Company's competitive
position and future  results of  operations  could be adversely  affected if the
dollar significantly decreased in value relative to the Swiss franc. The Company
enters into foreign currency futures  contracts and options to reduce the impact
of  fluctuations  of the Swiss franc against the dollar.  However,  such hedging
cannot  eliminate  the long term  adverse  impact on the  Company's  competitive
position and results of operations  that would result from a sustained  decrease
in value of the dollar  relative to the Swiss franc.  Historically,  the Company
has hedged  substantially less than its annual requirements for Swiss francs. No
assurances can be given that the Company will continue to engage in such hedging
transactions  or concerning the extent to which such hedging  transactions  will
reduce the effect of adverse  currency  fluctuations.  Such  transactions  would
reduce the  beneficial  effects to the Company of any  increases in the value of
the dollar relative to the Swiss franc.                                         

          3. Trademarks. Although the Company has been selling Swiss Army Knives
for over  fifty  years,  it does not have the  exclusive  right to use the words
"Swiss  Army"  on  one  of its  principal  products,  pocket  knives,  and  may,
therefore,  be in a less secure  competitive  position than if it possessed such
exclusive rights.                                                               

          4. Discretionary  Purchases.  The Company imports for resale a limited
number of products and hence adverse  changes in the market for such products in
the United States could have a material  adverse  effect on its  operations  and
results.  A  significant  majority of the  Company's  products are  purchased by
consumers  on a  discretionary  basis.  The  sales  of these  products  are thus
susceptible to adverse economic conditions.                                     

          5.  Introduction  of New Products.  The Company has been importing and
distributing  Swiss Army Brand  Watches for over five years and Swiss Army Brand
sunglasses for over four years,  and may develop other new products for possible
importation and distribution under the Swiss Army Brand. The Company has limited
experience  in marketing  new  products and there can be no assurance  that such
products ultimately will be successful.                                         

          6.  Competition.  The Company faces competition from the United States
distributor of the only other Company supplying pocket knives to the Swiss armed
forces.  In  addition,  despite its  exclusive  distributorship  agreement,  the
Company does not have a legal right to prevent the  importation of  Victorinox's
products  purchased from third parties outside the United States.  In respect of
substantially  all of the Company's other products,  it faces competition from a
large  number of  suppliers,  many of which have  market  shares  and  resources
substantially greater than those of the Company.                                

          7.  Shares  Eligible  for Future  Sale.  Future  sales of  substantial
amounts of Common Stock in the public market could  adversely  affect the market
price of the Common Stock. Certain employees,  officers and directors and former
directors of the Company hold options to purchase  shares of Common Stock which,
in some  cases,  may be sold in the  public  market  once  acquired.  The single
largest  stockholder of the Company owns 2,522,222  shares of Common Stock which
may be sold in the public  market and holds  options to purchase  an  additional
650,000 shares of Common Stock.  No prediction can be made as to the effect,  if
any, that sales of shares of                                                    

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Common Stock or even the  availability  of such shares for sale will have on the
market prices for the Common Stock prevailing from time to time.                

          8.  Dilution.  The Company may issue additional shares of Common Stock
in the future in consideration of the acquisition of rights or  the  acquisition
of other  entities.  Such issuances may result  in  the  Company's  shareholders
experiencing dilution in net book value per share.                              

 USE OF PROCEEDS

          All of the Shares which may be sold pursuant to this  Prospectus  will
be sold by the  Registering  Stockholders  for their own  accounts.  None of the
proceeds of this offering will be received by the Company.                      

REGISTERING STOCKHOLDERS

          The name of the Registering Stockholders,  the number of shares of the
Company's Common Stock owned beneficially by each Registering  Stockholder as of
the date of this Prospectus,  the number of shares of the Company's Common Stock
which  may  be  offered  by  each  Registering   Stockholder  pursuant  to  this
Prospectus,  and the amount and percentage of shares of Common Stock to be owned
by each  Registering  Stockholder  assuming  the sale of all the  Shares  are as
follows:                                                                        

                                                        [Enlarge/Download Table]


                                                     Shares to be Owned After Sale of
                                                       Shares Registered Hereby      
                                                       ------------------------      
                            Shares                                                   
                         Beneficially  Shares Being                Percent of        
        Name                 Owned      Registered       Amount    Outstanding       
        ----                 -----      ----------       ------    -----------       
                                                                                     
Victorinox - Swiss Army     56,604       56,604           -0-         -0-            
  Knife Foundation                                                                   

  James W. Kennedy          69,179(1)    15,164         54,015(1)       *            

___________________                                                             
*  Less than 1%.                                                                

(1) Includes 50,000 shares of Common Stock issuable  upon  exercise  of  options
held by Mr. Kennedy.                                                    

 RECENT DEVELOPMENTS

     On December 13, 1995, Mr. J. Merrick  Taggart was elected  President of the
Company.  Mr.  Taggart,  45, was  President of Duofold,  Inc., a sports  apparel
company,  and Pringle of Scotland,  U.S.A.  for the last three  years.  Prior to
that,  Mr.  Taggart was Senior Vice  President  of Product  Development  for the
Timberland Company.                                                             

     Also on December 13, 1995, Mr. James W. Kennedy resigned as Co-Chairman and
Co-Chief  Executive  Officer  of the  Company.  Mr.  M.  Leo  Hart  resigned  as
Co-Chairman and Co-Chief  Executive  Officer effective January 1, 1996. Mr. Hart
announced that he shall become the Chief Executive Officer of Brae Group,  Inc.,
which is the beneficial owner of approximately  34.5% of the outstanding  common
stock of the Company.  Both Mr. Kennedy and Mr. Hart will remain on the Board of
Directors of the Company.                                                       

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PLAN OF DISTRIBUTION

          The Shares are being registered in order to facilitate their sale from
time to time by the Registering Stockholders should the Registering Stockholders
determine  to make such sale.  The Company is unable to predict  whether or when
the Registering Stockholders will determine to proceed with sales of the Shares,
as such determination will be made by the Registering Stockholders.  The sale of
the Shares by the Registering  Stockholders may be effected from time to time in
transactions  (which may include  block  transactions)  in the  over-the-counter
market, in negotiated transactions, through the writing of options on Shares, or
a combination of such methods of sale, at fixed prices which may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices, or at negotiated prices. The Registering  Stockholders
may effect such transactions by selling Shares to or through broker-dealers, and
such  broker-dealers  may  receive   compensation  in  the  form  of  discounts,
concessions  or  commissions  from  the  Registering   Stockholders  and/or  the
purchasers  of Shares for whom such  broker-dealers  may act as agent or to whom
they  sell  as  principal,  or  both  (which  compensation  as  to a  particular
broker-dealer might be in excess of customary commissions).                     

          The  Registering  Stockholders  and  any  broker-dealers  that  act in
connection  with  the  sale  of the  Shares  hereunder  might  be  deemed  to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of Shares as principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act.                                                                 

          The Registering  Stockholders are paying the out-of-pocket expenses of
registering  the Shares under the Securities Act. The Company has agreed to keep
the registration statement covering the Shares current for a period of 60 months
or until such earlier time as all of the Shares registered hereby have been sold
or the  Registering  Stockholders  have agreed to terminate  the offering of the
remaining  Shares.  If the Company is required to update this Prospectus  during
such period, the Registering Stockholders may incur additional expenses.        

          The Company and the Registering  Stockholders have agreed to indemnify
each other against certain civil  liabilities,  including  liabilities under the
Securities Act.                                                                 

 EXPERTS

          The  financial  statements  and  schedules  included in the  Company's
Annual Report on Form 10-K  incorporated  by reference in this  Prospectus  have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports with respect  thereto,  and are included  herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.                                                         

 LEGAL MATTERS

          The  validity  of the Shares has been  passed  upon by Zimet,  Haines,
Friedman  & Kaplan,  460 Park  Avenue,  New York,  New York  10022.  Herbert  M.
Friedman, Esq., a member of that firm, is a director of the Company.            

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 PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*                          

                                                                [Download Table]
                                                                      
Registration fee............................................... $  297
Accounting fees and expenses...................................  1,200
Legal fees and expenses........................................  6,500
Printing expenses..............................................    500
Miscellaneous..................................................    503

   Total                                                        $9,000
                                                                ======

___________________                                                             
    * All of the expenses listed are estimated except for the registration fee
and all expenses are payable by the Registering Stockholder.      

Item 15. Indemnification of Directors and Officers.                             

         Section 145 of the  General  Corporation  Law of  Delaware  grants each
corporation organized thereunder the power to indemnify its officers, directors,
employees and agents on certain  conditions against  liabilities  arising out of
any action or proceeding to which any of them is a party by reason of being such
officer, director,  employee or agent. Section 102(b)(7) of the Delaware General
Corporation  Law  permits  a  Delaware  corporation,  with the  approval  of its
stockholders,  to include within its  Certificate of  Incorporation  a provision
eliminating  or  limiting  the  personal  liability  of its  directors  to  that
corporation  or its  stockholders  for monetary  damages  resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.           

         The  Company's   Certificate  of  Incorporation  (the  "Certificate  of
Incorporation")  includes an Article which allows the Company to take  advantage
of Section 102(b)(7) of the Delaware General Corporation Law. The Certificate of
Incorporation  also  provides  for the  indemnification,  to the fullest  extent
permitted by the Delaware General  Corporation Law, of directors and officers of
the Company against all expenses (including attorneys' fees),  judgments,  fines
and amounts paid in settlement in connection with actions, suits or proceedings,
whether civil, criminal,  administrative or investigative,  in which such person
may become  involved by reason of the fact that he or she is or was serving as a
director  or officer of the  Company.  The  Certificate  of  Incorporation  also
provides that upon the specific  authorization  of the Board of  Directors,  the
Company may indemnify, in the same manner, any of its employees or agents or any
person who is serving at the  request  of the  Company as a  director,  officer,
employee or agent of another entity.                                            

         The Company's By-laws contain provisions concerning the indemnification
of officers and directors which are  substantially  identical to those contained
in the Certificate of Incorporation.  Additionally, the Company has entered into
an agreement  with certain of its directors and officers  providing  contractual
indemnification  to such  persons  under  substantially  the same terms as those
contained in the Certificate of Incorporation.                                  

         The Company and the Registering  Stockholders  have agreed to indemnify
each other against certain civil  liabilities,  including  liabilities under the
Securities Act of 1933.                                                         

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Item 16. Exhibits.                                                              

                                                                [Download Table]

Exhibit                            Description                                     
-------                            -----------                                     
                                                                                   
  1       Not Applicable                                                           

  2       Not Applicable                                                           

  4       Instruments defining the rights of securityholders, including indentures:

          (A)   Articles  of  Incorporation,   as  amended,  filed  as             
                Exhibit 3(A) to the Registrant's Annual Report on Form             
                10-K for the fiscal year ended  December 31, 1993, and             
                which Exhibit is incorporated herein by reference.                 

         (B)   By-Laws,  filed as  Exhibit  3(b) to the  Registrant's              
               Annual  Report on Form 10-K for the fiscal  year ended              
               December 31, 1992,  and which Exhibit is  incorporated              
               herein by reference.                                                

 5.1     Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith               

 8       Not Applicable                                                            

 12      Not Applicable                                                            

 15      Not Applicable                                                            

 23.1    Consent of Arthur Andersen LLP, filed herewith                            

 23.2    Consent of Zimet, Haines, Friedman & Kaplan (included in the opinion      
         filed as Exhibit  No. 5)                                                  

 24.1    Power of Attorney (see page II-4 of this Registration Statement)          

 25      Not Applicable                                                            

 26      Not Applicable                                                            

 27      Not Applicable                                                            

 28      Not Applicable                                                            

II-2

S-3 10th Page of 14 TOC 1st Previous Next ↓Bottom Just 10th
Item 17.  Undertakings.                                                         

(a)  The undersigned registrant hereby undertakes:                    

      (1) To file,  during  any  period in which  offers or sales are being made
hereunder, a post-effective amendment to this registration statement:           

         (i) To include any prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act");                      

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;  

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;              

          Provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange Act of 1934 (the "Exchange  Act") that are  incorporated by
reference in the registration statement.                                        

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.      

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company,  pursuant to the provisions  described in Item 15 above,  or otherwise,
the Company has been advised that in the opinion of the  Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by any such  director,  officer or  controlling  person in  connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether or not such indemnification
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.                                        

II-3

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Shelton in the State of  Connecticut on February 16,
1996.                                                                           

                             THE FORSCHNER GROUP, INC.

                             By /s/ J. Merrick Taggart
                                       -----------------------------
                            J. Merrick Taggart
                   President

 POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints J. Merrick  Taggart,  Thomas D.  Cunningham and
Thomas M. Lupinski his true and lawful attorneys-in-fact and agents, each acting
alone,  with full powers of  substitution  and  resubstitution,  for him and his
name, place and stead, in any and all capacities,  to sign any or all amendments
to this registration statement, including post-effective amendments, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises, as fully to all intent and purposes as he might or could do in person,
and hereby ratifies and confirms all his said attorneys-in-fact and agents, each
acting alone, or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.                                                          

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.                                          

                                                                [Download Table]


Signature                            Title                       Date             
---------                            -----                       ----             
                                                                                  
/s/ A. Clinton Allen                 Director                    February 16, 1996
-----------------------------------                                               
A. Clinton Allen                                                                  

/s/ Thomas A. Barron                 Director                    February 16, 1996
-----------------------------------                                               
Thomas A. Barron                                                                  

/s/ Thomas D. Cunningham             Executive Vice President -  February 16, 1996
-----------------------------------  Finance, Chief Financial                     
Thomas D. Cunningham                 Officer and Director                         

/s/ Vincent D. Farrell, Jr.          Director                    February 16, 1996
-----------------------------------                                               
Vincent D. Farrell, Jr.                                                           


II-4

S-3 12th Page of 14 TOC 1st Previous Next ↓Bottom Just 12th
                                                        [Enlarge/Download Table]


Signature                            Title                           Date             
---------                            -----                           ----             
                                                                                      

/s/ Herbert M. Friedman              Director                        February 16, 1996
-----------------------------------                                                   
Herbert M. Friedman                                                                   

-----------------------------------  Director                                         
Peter W. Gilson                                                                       

/s/ M. Leo Hart                      Director                        February 16, 1996
-----------------------------------                                                   
M. Leo Hart                                                                           

/s/ James W. Kennedy                 Director                        February 16, 1996
-----------------------------------                                                   
James W. Kennedy                                                                      

/s/ Keith R. Lively                  Director                        February 16, 1996
-----------------------------------                                                   
Keith Lively                                                                          

/s/ Thomas M. Lupinski               Senior Vice President           February 16, 1996
-----------------------------------  and Controller                                   
Thomas M. Lupinski                   (principal accounting officer)                   

                                     Director                                         
-----------------------------------                                                   
Lindsay Marx                                                                          

/s/ Louis Marx, Jr.                  Director                        February 16, 1996
-----------------------------------                                                   
Louis Marx, Jr.                                                                       

/s/ Stanley G. Mortimer III          Director                        February 16, 1996
-----------------------------------                                                   
Stanley G. Mortimer III                                                               

/s/ Stanley R. Rawn, Jr.             Director                        February 16, 1996
-----------------------------------                                                   
Stanley R. Rawn, Jr.                                                                  

/s/ Eric M. Reynolds                 Director                        February 16, 1996
-----------------------------------                                                   
Eric M. Reynolds                                                                      


II-5

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                                                                [Download Table]


Signature                            Title     Date             
---------                            -----     ----             
                                                                

                                     Director                   
-----------------------------------                             
John Spencer                                                    

/s/ John V. Tunney                   Director  February 16, 1996
-----------------------------------                             
John V. Tunney                                                  


II-6

STATEMENT OF DIFFERENCES                                          
------------------------                                          
The registered trademark symbol shall be expressed as 'r'                       

S-3 Last Page of 14 TOC 1st Previous Next ↓Bottom Just 14th
 EXHIBIT INDEX

                                                        [Enlarge/Download Table]


                                                                                    Sequentially 
Exhibit                                   Description                               Numbered Page
-------                                   -----------                               -------------

                                                                                                 
   4     Instruments defining the rights of securityholders, including indentures:               

         (A)    Articles  of  Incorporation,   as  amended,  filed  as                           
                Exhibit 3(A) to the Registrant's Annual Report on Form                           
                10-K for the fiscal year ended  December 31, 1993, and                           
                which Exhibit is incorporated herein by reference.                               

         (B)    By-Laws,  filed as  Exhibit  3(b) to the  Registrant's                           
                Annual  Report on Form 10-K for the fiscal  year ended                           
                December 31, 1992,  and which Exhibit is  incorporated                           
                herein by reference.                                                             

  5.1    Opinion of Zimet, Haines, Friedman & Kaplan                                             

 23.1    Consent of Arthur Andersen LLP.                                                         

 23.2    Consent of Zimet, Haines, Friedman & Kaplan                                             
         (included in the opinion filed as Exhibit No. 5)                                        

 24.1    Power of Attorney (see page II-4 of this Registration Statement)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

	2/21/96
Filed on:	2/20/96	1	2
	2/16/96	11	13
	2/15/96	1	2
	1/1/96	6
	12/13/95	6
	9/30/95	3		10-Q
	6/30/95	3		10-Q
	5/15/95	3		DEF 14A
	3/31/95	3		10-Q
	12/31/94	3
	12/31/93	3	14
	12/31/92	9	14
				List all Filings

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Filing Submission 0000950117-96-000126 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Swiss Army Brands Inc – ‘S-3’ on 2/20/96

As of: Tuesday, 2/20/96 · Accession #: 950117-96-126 · File #: 333-01067

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3 — ForschnerDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3 — Forschner
Document Table of Contents