**U.S. SECURITIES AND EXCHANGE COMMISSION**

 

**Washington, DC 20549**

 

----

 

**Form 10-K/A**

 

**Amendment No. 1**

 

| **ý**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934**     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **For the fiscal year ended April 30,  2004**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **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 No. 0-26608**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                     |  |

 

----

 

| **CUTTER & BUCK  INC.**                                      |
|------------------------------------------------------------------|
| (Exact Name of Registrant as Specified in  Its Charter)          |
|                                                             |   |   |
| **Washington**                                                   |   | **91-1474587** |
| (State or Other  Jurisdiction of  Incorporation or Organization) |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |   |
| **701 N.  34th Street, Suite 400**                               |
| **Seattle,  WA 98103**                                           |
| (Address of Principal  Executive Offices, Including Zip Code)    |
|                                                             |   |   |
| **(206) 622-4191**                                               |
| (Registrant’s Telephone Number, Including  Area Code)       |

 

----

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ý    No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  Yes ý    No o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2) Yes ý    No o

 

 

----

 

The aggregate market value of the voting common stock held by non-affiliatesof the registrant as of October 31, 2003, the last business day of theregistrant’s most recently completed second fiscal quarter, was $78,976,996based on the last reported sale price of the Company’s Common Stock on that dayas reported by the NASDAQ National Market System.

 

The aggregate market value as of July 9, 2004 of the voting stockheld by non-affiliates of the Registrant was approximately $113,980,110 basedupon the closing price as reported by NASDAQ. As of such date, there were 10,884,944shares outstanding of the Registrant’s Common Stock, no par value per share.

 

2

----

 

**CUTTER & BUCKINC.**

**Annual Report onForm 10-K**

# **For the fiscal year endedApril 30, 2004**

# ** **

**Index**

 
| PART  II   |     |
|------------|----------|
|       |     |
|       | Item 5.  | Market for Registrant’s Common Equity,  Related Stockholder Matters and Issuer Purchases of Equity Securities |   |
|       |     |   |   |
| PART  III  |     |
|       |     |
|       | Item 10. | Directors and Executive Officers of the  Registrant |   |
|       |     |   |   |
|       | Item 11. | Executive Compensation |   |
|       |     |   |   |
|       | Item 12. | Security Ownership of Certain Beneficial  Owners and Management |   |
|       |     |   |   |
|       | Item 13. | Certain Relationships and Related  Transactions |   |
|       |     |   |   |
|       | Item 14. | Principal Accounting Fees and Services |   |
|       |     |   |   |
| PART IV    |     |
|       |     |
|       | Item 15. | Exhibits,  Financial Statement Schedules, and Reports of Form 8-K |   |
|       |     |   |   |
| SIGNATURES |     |

 

3

----

 

# **EXPLANATORYNOTE**

# ** **

On July 14, 2004, Cutter & Buck Inc. filed its Annual Report onForm 10-K for the year ended April 30, 2004 with the Securities andExchange Commission. Because we have determined that we will not file our ProxyStatement within 120 days following the last day of our prior fiscal year, weare amending Part III, Items 10, 11, 12, 13 and 14 of Part III of our Form 10-Kto include the required disclosures.

 

In addition, we are amending Part II, Item 5 Equity Compensation PlanInformation to present information inadvertently omitted from our prior 10-Kfiling relating to our 2000 Transition Stock Incentive Plan for Officers andour 2000 Transition Stock Incentive Plan for Non-Officers.

 

# **PART II**

# ** **

**Item 5.****                     Marketfor Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities**

 

The information regarding securities authorized for issuance underequity compensation plans required pursuant to this item is filed under PartIII, Item 12 of this report.

 

# **PART III**

# ** **

## **Item 10.**              Directorsand Executive Officers of the Registrant

 

**The directors as of the date ofthis report:**

 
| **Frances M. Conley**            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Age:                             |   | 61                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Director Since:                  |   | 1990                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Principal Occupation:            |   | Chairman and Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Business Experience:             |   | Ms. Conley has been the Chief Executive Officer since April 2002.  Previously, she was active as president, director and shareholder of Roanoke  Capital, Ltd., a financial consulting and venture capital management firm.  Ms. Conley also held a variety of positions at Rainier National Bank,  including senior vice president and chief administrative officer of the  bank’s Washington Division.                                                                                                                                   |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Henry L. (Skip) Kotkins, Jr.** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Age:                             |   | 55                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Director Since:                  |   | 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Principal Occupation:            |   | Chairman & Chief Executive Officer, Skyway Luggage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Business Experience:             |   | Mr. Kotkins has over thirty years of experience in the wholesale  industry. Since 1980, he has served as president and chief executive officer  of Skyway Luggage Company, a private company that produces travel products.  He was Vice President of that company from 1974 to 1980, and Director of  Planning from 1971 to 1974. He is actively involved with numerous non-profit  organizations, including but not limited to, Temple DeHirsch Sinai, Fred  Hutchinson Cancer Research Center and the Washington Council on International  Trade. |
| Other Directorships:             |   | Director, Skyway Luggage; Director, ABM Industries, Inc. a public  building services company; Executive Committee Member of Washington Council  on International Trade (Chair 2000-2002).                                                                                                                                                                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Larry C. Mounger**             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Age:                             |   | 66                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Director Since:                  |   | 1990                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

4

----

 
| Principal Occupation:   |   | Chairman of Sunrise Identity Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Business Experience:    |   | Mr. Mounger has over forty years of experience in the garment  industry. Since 1997, he has served as chairman and chief executive officer  of Sunrise Identity Inc., a screen-printing and embroidery company. Between  1993 and 1995 he served as president, chief executive officer and director of  Sun Sportswear, Inc., a public garment screen printer. From 1963 to 1993 he  held various positions at Pacific Trail Inc., a private outerwear company,  serving as chairman and chief executive officer from 1981 to 1993.                                                                                                                                       |
| Other Directorships:    |   | Director, Washington Law Foundation; Director, Bite Footwear, a  private footwear company; Member of Advisory Board of the University of  Washington School of Business Administration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Douglas G. Southern** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Age:                    |   | 61                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Director Since:         |   | 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Principal Occupation:   |   | Retired Chief Financial Officer, Immunex Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Business Experience:    |   | Mr. Southern has over forty years of experience in business administration  and accounting. From 1990 to 1999, he was senior vice president & chief  financial officer, Immunex Corporation (now Amgen, Inc.). From 1985 to 1990,  he was senior vice president and chief financial officer for Pay “N Pack  Stores, Inc. From 1979 to 1985, he served as Audit Partner with Arthur Young  & Company (now Ernst & Young). From 1975 to 1979, he was Vice  President and Corporate Controller of Coca Cola Bottling Company of Los  Angeles. Between 1965 and 1975, Mr. Southern was an auditor with Arthur Young  & Company (now Ernst & Young). |
| Other Directorships     |   | Audit Committee Chair and Director of Seattle Genetics, Inc., a public  biotechnology company that discovers and develops monoclonal antibody-based  drugs to treat cancer and related diseases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **James C. Towne**      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Age:                    |   | 61                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Director Since:         |   | 1997                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Principal Occupation:   |   | Chairman, Greenfield Holdings, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Business Experience:    |   | Since 1995, Mr. Towne has served as the chairman and managing member  of Greenfield Holdings, LLC, a real estate remediation and development  company. From 1982 to 1995, he was president, chief executive officer or  chairman of various companies, including Osteo Sciences Corporation, Photon  Kinetics, Inc., MCV Corporation, Metheus Corporation and Microsoft  Corporation. Mr. Towne is also involved with numerous community and volunteer  organizations, was a founder of the Fred Hutchinson Cancer Research Center  Emergency Response Team and is a member of the Executive Board and vice  president of governance for Chief Seattle Council.           |
| Other Directorships:    |   | Managing member of Snohomish Delta Partners, LLC, a real estate  development company; and Director of Net-Inspect LLC, a private technology  company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

**The executive officers as of thedate of this report:**

 
| **Name**          |   | **Age** |   | **Position**                                                                                                     |
|-------------------|--------|---------|--------|------------------------------------------------------------------------------------------------------------------|
|              |   |    |   |                                                                                                             |
| Frances M. Conley |   | 61      |   | Chairman and Chief Executive Officer                                                                             |
| Jim C. McGehee    |   | 54      |   | Executive Vice President and Manager of SBU Group                                                                |
| Ernest R. Johnson |   | 53      |   | Senior Vice President and Manager of Finance and Accounting Group,  Chief Financial Officer, Corporate Secretary |
| Theresa S. Treat  |   | 47      |   | Vice President and Manager of Human Resources Group                                                              |
| William B. Swint  |   | 57      |   | Vice President and Manager of Order Fulfillment Group                                                            |
| Tom Danowski      |   | 43      |   | Vice President and Manager of Marketing Group                                                                    |

 

5

----

 

Thebiographies of the executive officers who are not directors are as follows:

 

JimC. McGehee, Executive Vice President and Manager of SBU Group, joinedCutter & Buck in February 1990. Mr. McGehee has over thirtyyears of experience in the apparel industry. Between 1973 and 1986, he wasnational account manager for The Arrow Shirt Company. From 1986 to 1990 he wasthe national sales manager for Bench Sportswear. Mr. McGehee has abachelor’s degree in business (marketing) from Auburn University.

 

ErnestR. Johnson, Senior Vice President and Manager of Finance and Accounting Group,Chief Financial Officer and Corporate Secretary, joined Cutter & Buckin November 2002. Mr. Johnson has extensive experience in operations,accounting and finance. From 1996 to 2002, he was senior vice president, chiefoperating officer and chief financial officer with WashingtonMutual, Inc., Commercial Banking Division. From 1993 to 1996, he wassenior vice president and chief financial officer with West OneBank-Washington. Between 1976 and 1993 he held various chief financial officerand senior level positions with Bank of America (formerly RainierBancorp/Security Pacific). Mr. Johnson has a bachelor’s degree inaccounting and information systems from Washington State University.

 

TheresaS. Treat, Vice President and Manager of Human Resources Group, joinedCutter & Buck in September 2002. Ms. Treat has over twentyyears of experience in Human Resources and Organizational Development. From2000 to 2001 she was vice president of human resources at Onvia, Inc. From1999 to 2000, she was vice president of human resources atPointshare, Inc. From 1996 to 1999, she served as the human resourcesdirector at Nextlink Communications, Inc. From 1990 to 1996, she wasdirector of human resources at Horizon Airlines. Ms. Treat also served asa labor negotiator for employees in the state of Alaska between 1983 and 1990.Ms. Treat has a master’s degree in labor and industrial relations and abachelor’s degree in industrial and organizational psychology, both from theUniversity of Illinois.

 

WilliamB. Swint, Vice President and Manager of Order Fulfillment Group, joinedCutter & Buck in June 2003. Mr. Swint has over thirty yearsof experience in the apparel industry. From 2000 to 2002, he was a consultantand project manager for Columbia Sportswear, Inc., an outdoor apparelmanufacturer. From 1997 to 2000, he was president and chief executive officerof ERB Industries, a marketing and manufacturing company. Between 1983 and1997, he was executive vice president of operations for Glen Oaks Industries,an apparel manufacturer. Mr. Swint has a master’s degree in businessadministration from Southern Methodist University and a bachelor’s degree inindustrial engineering from the Georgia Institute of Technology.

 

TomDanowski, Vice President and Manager of the Marketing Group, joined Cutter& Buck in April 2004.  Mr.Danowski brings over twenty years of strategic marketing experience fromcompanies including Kraft Foods and Coca-Cola USA. From 2002 until 2004, Mr.Danowski was a brand management consultant working with The Mercer Island Groupfor clients including Microsoft and REI. Prior to 2002, Mr. Danowski was Chief Operating Officer of TorrefazioneItalia LLC., a super-premium specialty coffee roaster &  retailer. From 1991 until 1999, he was GroupDirector of Marketing for the Chateau Ste. Michelle Winery, having heldprevious brand management positions with Coca-Cola USA and Kraft/General Foodsin New York.  Mr. Danowski graduated PhiBeta Kappa with a Bachelor’s degree in Journalism from the University ofOregon.

 

**Audit Committee**

 

Theaudit committee is comprised of three directors, each of whom has beendetermined by the Board of Directors to be an “independent” director as definedunder proposed NASDAQ rules. In addition, the Board has selected directors forthe audit committee based on the Board’s determination that

 

6

----

 

they are financially literate, fully qualified to monitor management andour internal accounting operations and the independent auditors, and fullyqualified to monitor the disclosures of the Company so that they fairly presentthe Company’s financial condition and results of operations. The Company hasdetermined that Douglas G. Southern is an “audit committee financial expert” asthat term is defined by Securities and Exchange Commission rules.

 

**Compliance with Section 16 ofthe Securities Exchange Act of 1934**

 

Basedon our records and other information, Cutter & Buck believes that allSEC filing requirements applicable to its directors and officers were compliedwith for fiscal 2004.

 

**Code of Ethics**

 

TheCompany has adopted a Code of Ethics that applies to all of our directors,officers and employees.  The Code ofEthics is available on the investor relations section of our website atwww.cutterbuck.com.  You may request aprinted copy of the Code of Ethics, at no cost, by writing us at: Cutter &Buck Inc., 701 N. 34th Street, Suite 400, Seattle, WA 98103, Attn: InvestorRelations.  In the event of an amendmentto, or a waiver from, a provision of our Code of Ethics that applies to any ofour directors or officers, we intend to promptly publicly disclose suchinformation.

 

## **Item11.**              ExecutiveCompensation

## ** **

**Summary Compensation Table**

 

Thefollowing table sets forth certain information concerning compensation paid oraccrued to our Chairman and Chief Executive Officer and our four mosthighly compensated executive officers, who earned a salary and bonus of atleast $100,000 (the “Named Executive Officers”) for employment servicesrendered to Cutter & Buck during the fiscal year ended April 30,2004:

 

7

----

 
|                            |   | **Long Term  Compensation Awards** |   |
|---------------------------------|--------|------------------------------------|--------|
|                            |   |                               |   |   |   | **Bonus ($)** |   | **Restricted  Stock  Awards  ($)(1)** |   | **Securities  Underlying  Options  (#)** |   | **All Other  Compensation  ($)(2)** |   |
|                            |   |                               |   |   |   |
| **Annual  Compensation**        |   |
| **Name and Principal Position** |   | **Year**                           |   | **Salary ($)** |   |
| Frances M. Conley               |   | 2004                               |   | $ | 382,383 |   | $ | 125,000 |   | $ | — |   | — |   | $ | 1,192 |   |
| Chairman and Chief              |   | 2003                               |   | $ | 367,711 |   | $ | 187,500 | (3) | $ | 63,000 |   | 190,000 |   | $ | — |   |
| Executive Officer               |   | 2002                               |   | $ | 10,212 | (4) | $ | — |   | $ | — |   | 25,500 | (4) | $ | — |   |
|                            |   |                               |   |   |   |   |   |   |   |   |   |   |   |
| Jim C. McGehee                  |   | 2004                               |   | $ | 247,332 |   | $ | 25,000 |   | $ | — |   | 12,000 |   | $ | 432 |   |
| Executive Vice President        |   | 2003                               |   | $ | 242,556 |   | $ | 218,000 | (3) | $ | — |   | 20,000 |   | $ | 384 |   |
| and Manager of SBU Group        |   | 2002                               |   | $ | 233,228 |   | $ | — |   | $ | — |   | 55,000 |   | $ | 360 |   |
|                            |   |                               |   |   |   |   |   |   |   |   |   |   |   |
| Ernest R. Johnson               |   | 2004                               |   | $ | 201,098 |   | $ | 40,000 |   | $ | — |   | 24,000 |   | $ | 414 |   |
| Senior Vice President and       |   | 2003                               |   | $ | 101,538 | (5) | $ | 160,000 | (3) | $ | — |   | 30,000 |   | $ | — |   |
| Manager, Finance &          |   | 2002                               |   | $ | — |   | $ | — |   | $ | — |   | — |   | $ | — |   |
| Accounting Group,               |   |                               |   |   |   |   |   |   |   |   |   |   |   |
| Chief Financial Officer         |   |                               |   |   |   |   |   |   |   |   |   |   |   |
|                            |   |                               |   |   |   |   |   |   |   |   |   |   |   |
| William D. Swint                |   | 2004                               |   | $ | 149,918 | (6)  | $ | 30,000 |   | $ | — |   | 30,000 |   | $ | 11,348 | (7) |
| Vice President and Manager      |   | 2003                               |   | $ | — |   | $ | — |   | $ | — |   | — |   | $ | — |   |
| of Order Fulfillment Group      |   | 2002                               |   | $ | — |   | $ | — |   | $ | — |   | — |   | $ | — |   |
|                            |   |                               |   |   |   |   |   |   |   |   |   |   |   |
| Theresa S. Treat                |   | 2004                               |   | $ | 145,797 |   | $ | 32,000 |   | $ | — |   | 15,000 |   | $ | 270 |   |
| Vice President and Manager      |   | 2003                               |   | $ | 63,527 | (8) | $ | 108,750 | (3) | $ | — |   | 5,000 |   | $ | 168 |   |
| Of Human Resources Group        |   | 2002                               |   | $ | — |   | $ | — |   | $ | — |   | — |   | $ | — |   |
|                                 |        |                                    |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

(1)                                  Named Executive Officers will be entitled toreceive any dividends declared on the Company’s common stock, on their sharesof restricted stock. The following amounts represent the aggregate number ofunvested shares of restricted stock held by the Named Executive Officers as ofApril 30, 2003, and valued as of that date.  As the result of a typographical error in the proxy datedAugust 25, 2003, the amount of shares granted to Ms. Conley wasmisreported.  The correct number ofshares is reported in the table below.

 
|              |   | **Shares** |   | **Value** |   |
|-------------------|--------|------------|--------|-----------|--------|
|              |   |       |   |      |   |
| Frances M. Conley |   | 17,500     |   | $         | 60,340 |   |
|                   |        |            |        |           |        |  |

 

(2)                                  Represents term life insurance premiums.

 

(3)                                  These amounts represent awards under theCompany’s retention incentive program. Under this program, the executivesreceived the identified cash award upon their continued employment with theCompany over an 18-month period following the date of the award. Awards werepaid in March 2004.

 

(4)                                  Does not include either compensation oroptions to purchase shares of our common stock received by Ms. Conley asDirector prior to her employment with Cutter & Buck as Chief ExecutiveOfficer and Chairman of the Board, which commenced on April 17, 2002.

 

8

----

 

(5)                                  Mr. Johnson commenced employment withthe Company on November 15, 2002.

 

(6)                                  Mr. Swint commencedemployment with the Company on June 16, 2003.

 

(7)                                  Other compensation paid to Mr. Swint includes$10,700 for relocation expense reimbursement.

 

(8)                                  Ms. Treat commenced employment with theCompany on September 30, 2002.

 

**OptionGrants in Last Fiscal Year**

 

Thefollowing table sets forth certain information as of April 30, 2004 andfor the fiscal year then ended concerning stock options granted to the NamedExecutive Officers:

 
| **Name**          |   | **Number of  Securities  Underlying Options  Granted (#)(1)** |   | **Percent of  Total Options   Granted to  Employees in  Fiscal Year** |   | **Exercise  Price  ($/Sh)** |   | **Market  Price on  Grant  Date  ($/Sh)** |   | **Expiration  Date** |   | **Grant Date  Present  Value ($)(2)** |   |
|-------------------|--------|---------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|-----------------------------|--------|-------------------------------------------|--------|----------------------|--------|---------------------------------------|--------|
| Jim C. McGehee    |   | 12,000                                                        |   | 2.9                                                                   | %      | $                           | 3.99   |                                      | $      | 3.99                 |   | 5/19/2013                             |   | $ | 24,960 |   |
| Ernest R. Johnson |   | 24,000                                                        |   | 5.9                                                                   | %      | $                           | 3.99   |                                      | $      | 3.99                 |   | 5/19/2013                             |   | $ | 49,920 |   |
| William D. Swint  |   | 30,000                                                        |   | 7.4                                                                   | %      | $                           | 4.55   |                                      | $      | 4.55                 |   | 6/16/2013                             |   | $ | 70,500 |   |
| Theresa S. Treat  |   | 15,000                                                        |   | 3.7                                                                   | %      | $                           | 3.99   |                                      | $      | 3.99                 |   | 5/19/2013                             |   | $ | 31,200 |   |

 

----

(1)                                  The options listed vest and becomeexercisable as follows: one-half vest 18 months after the grant date and theremaining shares vest monthly in 6 equal installments thereafter. To the extentnot already vested, the options generally become fully vested and exercisableupon a change in control of Cutter & Buck.

 

(2)                                  This column represents the present value ofthe options on the grant date using the Black-Scholes valuation method. Theactual value, if any, that an executive officer may realize may be greater orless than potential realizable values set forth in the table.

 

**Option Exercises in Fiscal 2004 andAggregate Fiscal Year-End Option Values**

 

Thefollowing table sets forth certain information as of April 30, 2004regarding options held by the Named Executive Officers:

 

9

----

 
|                                                                       |   |                                                                       |   |                     |   |              |    |   |   |
|----------------------------------------------------------------------------|--------|----------------------------------------------------------------------------|--------|--------------------------|--------|-------------------|---------|--------|--------|
| **Name**                                                                   |   | **Number of  Shares  Acquired on  Exercise (#)**                           |   | **Value  Realized  ($)** |   |              |    |   |   |   |   |   |   |
|                                                                       |   |                                                                       |   |                     |   |              |
| **Securities  Underlying  Unexercised Options at  Fiscal Year End (#)(1)** |   | **Value of  Unexercised In-the  Money Options at Fiscal  Year End ($)(2)** |
| **Exercisable**                                                            |   | **Unexercisable**                                                          |   | **Exercisable**          |   | **Unexercisable** |
| Frances M. Conley                                                          |   | —                                                                     |   | $                        | — |              | 186,466 |   | 47,502 |   | $ | 1,156,042 |   | $ | 312,563 |   |
| Jim C. McGehee                                                             |   | —                                                                     |   | $                        | — |              | 127,000 |   | 47,000 |   | $ | 371,885 |   | $ | 222,470 |   |
| Ernest R. Johnson                                                          |   | —                                                                     |   | $                        | — |              | 14,166  |   | 39,834 |   | $ | 96,754 |   | $ | 264,386 |   |
| William D. Swint                                                           |   | —                                                                     |   | $                        | — |              | —  |   | 30,000 |   | $ | — |   | $ | 178,500 |   |
| Theresa S. Treat                                                           |   | —                                                                     |   | $                        | — |              | 5,000   |   | 15,000 |   | $ | 35,950 |   | $ | 97,650 |   |

 

----

(1)                                  The options listed are incentive ornonqualified stock options granted under our 1991 and 1995 Stock Option Plans,the 1997 Stock Incentive Plan, the 2000 Transition Stock Incentive Plan forOfficers and the 2000 Stock Incentive Plan. The exercise price of each optionis equal to the fair market value of the underlying common stock on the date ofgrant. 

 

(2)                                  Based on the closing price of our commonstock as quoted on the NASDAQ National Market on April 30, 2004 ($10.50),less the exercise price. Actual value realized may be greater or less than thepotential realizable values set forth in the table.

 

**DirectorCompensation**

 

Thefollowing fees are paid to directors who are not officers or employees:

 
| Annual  board of directors retainer              |   | $ | 20,000 |
|--------------------------------------------------|--------|---|--------|
| Attendance  for each board of directors meeting  |   | $ | 2,000  |
| Attendance  for each non-audit committee meeting |   | $ | 1,000  |
| Attendance  for each audit committee meeting     |   | $ | 2,000  |

 

Inaddition, each director who is not an officer or employee receives an annualoption grant to purchase 7,500 shares of our common stock at the fair marketvalue of the common stock on the date of grant, and a quarterly $350 clothingallowance towards the purchase of Cutter & Buck clothing at the samediscount afforded to employees.  Two ofour directors also participated in the Company’s medical insurance plan duringfiscal 2004, and one director continues to participate in the plan in fiscal2005.  Directors who participate in theplan pay the full cost of their premiums, and the Company does not incuradditional costs related to the directors’ participation.

 

Alldirectors are entitled to reimbursement for expenses incurred in traveling toand from board meetings.

 

10

----

 

**Board compensation committee reporton executive compensation**

 

Thecompensation committee is responsible for establishing the compensation for thecompany’s Chief Executive Officer and executive officers; approvingcompensation philosophies for the company; and administering the company’sstock-based compensation plans.

 

Thecommittee is composed exclusively of independent, non-employee directors asdefined by the rules of the Securities and Exchange Commission and NASD.

 

**Compensation Goals**

 

Theoverall goal of the committee is to foster compensation policies and executivecompensation practices that attract, engage, and motivate high-caliber talentby offering a competitive pay and benefits program. We are committed to a totalcompensation philosophy and structure that provides flexibility in respondingto market factors, that rewards and recognizes superior performance, thatattracts highly skilled, experienced and capable employees, and that is fairand fiscally responsible.

 

Theessential elements of the company’s compensation program include the following:

 

•           Overall average basesalaries targeted at the 50th percentile of the companies with whomwe compete for labor talent.

 

•           Overall average basecompensation at a higher target for superior performers.

 

•                                          Abenefits package that meets personal needs and is equal to or better than thosewith whom we compete for that talent.

 

•                                          Monetaryand non-monetary incentive plans that motivate employees toward achieving andexceeding our business goals.

 

**Base Salaries**

 

Basesalaries for all officers were reviewed by the committee during fiscal 2004. Inevaluating salaries, the committee uses formal and informal compensationsurveys of companies of similar size with whom we compete for labor talent andconsiders each officer’s contribution to team-building efforts and individualperformance (measured against strategic management objectives such as salesgrowth, market position and increased brand identity) during the prioryear.  The types and relative importanceof specific financial and other business objectives vary among the company’sofficers depending on their positions and the particular operations orfunctions for which they are responsible.

 

**Equity-Based Incentives**

 

Wehave granted equity-based incentives to certain executives and employees since1991. The compensation committee makes these grants to executives and employeeswhose performance is important to the company, and who are believed capable ofsignificant contributions in the future. The size of previous option grants andthe number of options currently held by an executive are also taken intoaccount in determining the number of options granted by the committee. Theobjective of these awards is to align the interests of company executives withthose of company shareholders since stock options produce value to executivesonly if the company’s stock appreciates in value.

 

Subjectto the overall terms of our stock option plans, the committee determines theterms and conditions of options, including the exercise price. Our currentplans require that options be granted at an exercise price at least equal tothe fair market value of our common stock on the date of grant. Individual

 

11

----

 

option awards have varied vesting periods and the committee uses thevesting terms to further its attraction and retention objective.

 

Ourcurrent plans also allow us to grant stock appreciation rights to officers andemployees of the company and its subsidiaries, but none have been issued todate.

 

**Retention Incentives**

 

Duringfiscal 2003, the company established a retention incentive program for bothexecutives and certain non-executive employees. Under this program, each of theparticipants was to receive a fixed cash award upon their continued employmentwith the company at pre-established dates, which was generally 18 monthsfollowing the date of the award. The amount of each individual award was set inrelation to the participant’s base salary and the committee’s view of thenature of the participant’s ongoing role with the company.  The majority of payments arising under thecompany’s retention incentive program were paid in fiscal 2004.

 

**Other Monetary Incentives**

 

Bonusesunder the annual incentive bonus plan are payable for the prior fiscal yearfollowing the completion of the fiscal year. Under the annual incentive bonus plan, each executive is eligible toreceive an annual cash bonus from a cash bonus pool based upon the achievementof certain pre-tax, pre-restatement and pre-bonus earnings targets. The companyachieved these targets in fiscal year 2004 and a percentage of this cash bonuspool was allocated among the executive officers.

 

**Compensation of the Chairman and Chief Executive Officer**

 

Thecompensation for Ms. Conley results from her participation in the samecompensation programs as the other executives of the company. Although thecommittee’s overall goal is to set the Chief Executive Officer’s salary at themedian base for competitors which are similar in industry, size andperformance, the actual level approved by the committee may be higher or lowerbased upon the committee’s subjective evaluation of our annual and long-termperformance and Ms. Conley’s individual performance. During fiscal 2004,Ms. Conley was instrumental in effecting a business turnaround of thecompany. After considering Ms. Conley’s leadership and extraordinaryefforts in addressing the numerous challenges facing the company during thefiscal year, the committee increased Ms. Conley’s annual base salary from$367,711 to $400,000 and awarded her a cash bonus of $125,000 for the 2004fiscal year.  In fiscal 2003, thecompany awarded Ms. Conley a retention incentive award conditioned uponher continued employment with the company through March 20, 2004. Ms.Conley received a cash bonus payment of $187,500 in connection with thatretention incentive award on March 20, 2004.  Ms. Conley did not receive any stock option awards duringfiscal 2004.

 

Duringfiscal year 2005, the company entered into a Transition Agreement with Ms.Conley.  Under that agreement, Ms.Conley will retain her current salary through March 15, 2005 and will beentitled to an additional one time cash payment of $250,000 upon her completionof the term under the Transition Agreement.

 

**Stock Price Performance**

 

Thefollowing graph compares the cumulative total return of our common stock, theNASDAQ Stock Market-U.S. Index and the NASDAQ Non-Financial Index. Thecumulative total return of our common stock assumes $100 invested onApril 30, 1999 in Cutter & Buck Inc. common stock.

 

12

----

 

 

## **Item 12.**    SecurityOwnership of Certain Beneficial Owners and Management

## ** **

Thefollowing table sets forth, as of August 20, 2004, information withrespect to the beneficial ownership of our common stock by: (i) eachperson known by us to own beneficially more than 5% of our common stock,(ii) each of our directors, (iii) the executive officers who arelisted in the compensation tables beginning on page 8 (the “NamedExecutive Officers”), and (iv) all our directors and executive officers asa group. Except as otherwise noted, the named beneficial owner has sole votingand investment

 

13

----

 

power.

 
| **Name and Address**                                              |   | **Shares  Beneficially Owned** |   | **Percentage  of  Class** |   |
|-------------------------------------------------------------------|--------|--------------------------------|--------|---------------------------|--------|
|                                                              |   |                           |   |                      |   |
| Wells Capital Management, Inc.(1)                                 |   | 1,183,775                      |   | 10.9                      | %      |
| T. Rowe Price Associates, Inc.(2)                                 |   | 1,069,700                      |   | 9.9                       | %      |
| Pirate Capital LLC (3)                                            |   | 889,501                        |   | 8.2                       | %      |
| Dimensional Fund Advisors Inc.(4)                                 |   | 807,924                        |   | 7.5                       | %      |
| Royce & Associates LLC (5)                                    |   | 641,000                        |   | 5.9                       | %      |
| Frances M. Conley(6)                                              |   | 317,053                        |   | 2.9                       | %      |
| Jim C. McGehee(7)                                                 |   | 149,211                        |   | 1.4                       | %      |
| Ernest R. Johnson (8)                                             |   | 23,166                         |   |                      | *      |
| Theresa S. Treat (9)                                         |   | 5,000                          |   |                      | *      |
| Larry C. Mounger (10)                                             |   | 85,240                         |   |                      | *      |
| James C. Towne(11)                                                |   | 54,536                         |   |                      | *      |
| Henry L. (Skip) Kotkins, Jr.(12)                                  |   | 25,000                         |   |                      | *      |
| Douglas G. Southern (13)                                          |   | 17,000                         |   |                      | *      |
| All directors and executive officers as a  group (10 persons)(14) |   | 676,206                        |   | 6.0                       | %      |

 

----

*                                         Less than one percent

 

(1)                                  Based on a schedule 13F filed pursuantto the Exchange Act, which indicates that Wells Capital Management, Inc. hassole voting and dispositive power for all of those shares. The address of WellsCapital Management, Inc. is 525 Market Street, San Francisco, CA 94105.

 

(2)                                  The shares are owned by various institutionalinvestors, which T. Rowe Price Associates, Inc. (“Price Associates”)serves as investment adviser, with power to direct investments. For purposes ofthe reporting requirements of the Securities Exchange Act of 1934, PriceAssociates is deemed to be a beneficial owner of such securities; however,Price Associates expressly disclaims that it is, in fact, the beneficial ownerof such securities. The address of T. Rowe Price Associates, Inc. is100 East Pratt Street, Baltimore, MD 21202.

 

(3)                                  Based on an amended schedule 13D filed,pursuant to the Exchange Act, by Pirate Capital LLC (“Pirate”), Thomas R.Hudson, Jr. (“Mr. Hudson”) and Gabrielle Katz Hudson (“Ms. Hudson”).  Pirate is a limited liability company,organized under the laws of Delaware, whose principal executive office is 200Connecticut Avenue, 4th Floor, Norwalk, CT 06854.  The principal business of Pirate is providing investment managementservices to investment partnerships and other entities.  Mr. Hudson and Ms. Hudson are thecontrolling Members of Pirate.  Mr.Hudson is the Managing Member of Pirate, which is his principaloccupation.  Ms. Hudson is the ChiefOperating Officer of Pirate, which is her principal occupation.  Each of the aforesaid reporting persons isdeemed to be the beneficial owner of the shares, which shares are owned ofrecord, in part, by each of Jolly Roger Fund LP, Jolly Roger Offshore Fund Ltdand Mint Master Fund Ltd (the “Holders”). Mr. Hudson and Ms. Hudson disclaim that they and/or the Holders aremembers of a group as defined by Regulation 13D.

 

(4)                                  Based on an amended schedule 13F filedpursuant to the Exchange Act, which indicates that Dimensional Fund Advisors Inc.has sole voting and dispositive power for all of those shares. The address ofDimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor,Santa Monica, CA 90401.

 

14

----

 

(5)                                  Based on a schedule 13F filed pursuantto the Exchange Act, which indicates that Royce & Associates, LLC hassole voting and dispositive power for all of those shares. The address ofRoyce & Associates, LLC is 1414 Avenue of the Americas, Ninth Floor,New York, NY 10019.

 

(6)                                  Includes 200,356 shares issuable uponexercise of options exercisable within 60 days of August 6, 2004.Also includes 70,793 shares held by Roanoke Capital, Ltd. (“RoanokeCapital”). Ms. Conley, CEO and one of our directors, is a shareholder,director and president of Roanoke Capital. The only other shareholder, directorand officer of Roanoke Capital is Gerald R. Conley, Ms. Conley’shusband.

 

(7)                                  Includes 133,250 shares issuable uponexercise of options exercisable within 60 days of August 6, 2004.

 

(8)                                  Includes 19,166 shares issuable upon exerciseof options exercisable within 60 days of August 6, 2004.

 

(9)                                  Includes 5,000 shares issuable upon exerciseof options exercisable within 60 days of August 6, 2004.

 

(10)                            Includes 51,372 shares issuable upon exerciseof options exercisable within 60 days of August 6, 2004.

 

(11)                            Includes 44,436 shares issuable upon exerciseof options exercisable within 60 days of August 6, 2004.

 

(12)                            10,000 shares are held by Skyway LuggageCompany (“Skyway”). Mr. Kotkins beneficially owns 100% of Skyway and insuch capacity has sole voting and investment power over the shares held bySkyway. Includes 15,000 shares issuable upon exercise of options exercisablewithin 60 days of August 6, 2004.

 

(13)                            Includes 15,000 shares issuable upon exerciseof options exercisable within 60 days of August 6, 2004.

 

(14)                            Includes 483,580 shares issuable uponexercise of options exercisable within 60 days of August 6, 2004.

 

**Securities authorized for issuanceunder equity compensation plans**

 

Thefollowing table sets forth, as of April 30, 2004, information related toour compensation plans.

 

15

----

 
| **Plan category**                                           |   | **Number of  securities to be  issued upon  exercise of  outstanding  options, warrants  and rights** |   | **Weighted-average  exercise price of  outstanding  options, warrants  and rights** |   | **Number of  securities  remaining available for  future issuance under  equity compensation  plans (excluding  securities reflected in  column (a))** |    |
|-------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|                                                        |   | **(a)**                                                                                               |   | **(b)**                                                                             |   | **(c)**                                                                                                                                                |    |
| Equity compensation plans approved by  security holders     |   | 1,343,413                                                                                             |   | $                                                                                   | 6.56   |                                                                                                                                                   | 384,263 |   |
| Equity compensation plans not approved by  security holders |   | 127,750                                                                                               |   | 5.29                                                                                |   | 27,250                                                                                                                                                 |    |
| Total                                                       |   | 1,471,163                                                                                             |   | $                                                                                   | 6.45   |                                                                                                                                                   | 411,513 |   |

 

TheCutter & Buck 2000 Transition Stock Incentive Plan for Officers, whichwas not submitted to our shareholders for approval, provides incentives in theform of stock options or shares of restricted common stock of the Company toour officers. Twenty-five thousand shares of our common stock were originally authorizedto be issued under this compensation plan, which became effective June 30,2000 of which none remain available for grant. The exercise price of eachoption granted under this compensation plan is determined by the CompensationCommittee of the Board of Directors of the Company.

 

TheCutter & Buck 2000 Transition Stock Incentive Plan for Non-Officers,which was not submitted to our shareholders for approval, provides incentivesin the form of stock options or shares of restricted common stock of theCompany to our employees who are not officers of the Company. Seventy thousandshares of our common stock were originally authorized to be issued under thiscompensation plan, which became effective June 30, 2000 of which 27,250remain available for grant. The exercise price of each option granted underthis compensation plan is determined by the Compensation Committee of the Boardof Directors of the Company.

 

Fromtime to time, the Company has granted options to employees and consultantspursuant to the exemption provided in Section 4(2) of the SecuritiesAct.  These options, which were notsubmitted to our shareholders for approval, provide incentives in the form ofstock options. As of April 30, 2004, 95,000 options have been issued andare outstanding pursuant to these grants. The options are generally exercisable for a period of 10 years, unlessearlier terminated as a result of a change in the employee’s employment withthe Company.  The exercise price ofthese options is determined by the Compensation Committee of the Board ofDirectors of the Company.

 

**Item 13.****             ****CertainRelationships and Related Transactions**

 

OnJuly 10, 2004 the Company entered into a Transition Agreement with theCompany’s CEO, Fran Conley.  TheAgreement provides for Ms. Conley to step down as Chairman and CEO and as amember of the Company’s Board of Directors on September 15, 2004.  Ms. Conley will remain an employee throughMarch 15, 2005 and will be paid her current salary throughout thatperiod.  Pursuant to the terms of theTransition Agreement, she will receive a cash payment of $250,000 onMarch 15, 2005, subject only to compliance with the Agreement.

 

16

----

 

**Item 14.****              Principal AccountantFees and Services**

## ** **

Thefollowing table summarizes the aggregate fees billed to the Company by Ernst& Young:

 
|                   |   | **2004** |    | **2003** |   |
|------------------------|--------|----------|---------|----------|--------|
| Audit Fees (1)         |   | $        | 254,000 |     | $      | 360,000 |   |
| Audit-Related Fees (2) |   | 2,000    |    | 472,000  |   |
| Tax Fees (3)           |   | 100,000  |    | 153,000  |   |
| All Other Fees         |   | 37,000   |    | 33,000   |   |
|                   |   | $        | 393,000 |     | $      | 1,018,000 |   |

 

----

(1)          Fees for audit servicesin 2003 and 2004 consisted of:

Audit of the Company’s annual financial statements;

Reviews of the Company’s quarterly financial statements

(2)          Fees for audit-relatedservices in 2003 and 2004 consisted of:

Accounting advisory services related to the restatement of financialstatements, adoption of new accounting standards, and consultation related todiscontinued operations

(3)          Fees for tax services in2003 and 2004 consisted of:

Tax compliance and tax planning advice

Federal, state, local and international income tax return assistance

 

**Pre-ApprovalPolicy**

 

Allof the services performed by Ernst & Young in fiscal 2004 were pre-approvedin accordance with the pre-approval policy and procedures adopted by the AuditCommittee at its June 22, 2004 meeting. This policy describes the permitted audit, audit-related, tax, and otherservices (collectively, the “Disclosure Categories”) that the independentauditors may perform. The policy requires that the Committee pre-approve allaudit and non-audit services (including internal control-related services)provided by the independent auditor.  Inaddition, the Company will not engage the audit firm in services billed on acontingent fee basis.  The approval ofthese audit and permitted non-audit services may be given at any time up to ayear before commencement of the specified service.  While retaining the authority to pre-approve these services, theCommittee also has delegated pre-approval authority to each member of the AuditCommittee, provided any use of this authority is reported to the Committee atits next scheduled meeting.

 

# **PART IV**

# ** **

## **Item 15**.    Exhibits,Financial Statement Schedules, and Reports on Form 8-K

# ** **

| **Exhibit No.** |   |                                                                                                                                |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------|
| 31.1            |   | Certification  of the Company’s Chief Executive Officer required by Section 302(a) of  the Sarbanes-Oxley Act of 2002 (1) |
| 31.2            |   | Certification  of the Company’s Chief Financial Officer required by Section 302(a) of  the Sarbanes-Oxley Act of 2002 (1) |

# ** **

----

(1)  A signed original of thiswritten statement has been provided to the Company and will be retained by theCompany and furnished to the SEC or its staff upon request.

# ** **

17

----

 

# **SIGNATURES**

# ** **

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                 | CUTTER & BUCK INC. (Registrant) |                         |
|----------------------|-------------------------------------|------------------------------|
|                 |
|                 |
| August 27, 2004 | By:                                 | /s/   FRANCES M. CONLEY |   |
|                 | Frances M. Conley                   |
|                 | Chairman and Chief Executive        |
|                 | Officer                             |
|                      |                                     |                              |  |  |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 

 
| /s/  FRANCES M. CONLEY      |                                               | Chairman, Chief Executive | August 27, 2004 |
|----------------------------------|----------------------------------------------------|---------------------------|----------------------|
| Frances M. Conley                | Officer and Director (Principal Executive Officer) |                      |
|                             |                                               |                      |
| /s/   ERNEST R. JOHNSON     |                                               | Chief Financial Officer   | August 27, 2004 |
| Ernest R. Johnson                | (Principal Financial and  Accounting Officer)      |                      |
|                             |                                               |                      |
| /s/   HENRY L. KOTKINS, JR. |                                               | Director                  | August 27, 2004 |
| Henry L. Kotkins, Jr.            |                                               |                      |
|                             |                                               |                      |
| /s/   LARRY C. MOUNGER      |                                               | Director                  | August 27, 2004 |
| Larry C. Mounger                 |                                               |                      |
|                             |                                               |                      |
| /s/   DOUGLAS G. SOUTHERN   |                                               | Director                  | August 27, 2004 |
| Douglas G. Southern              |                                               |                      |
|                             |                                               |                      |
| /s/   JAMES C. TOWNE        |                                               | Director                  | August 27, 2004 |
| James C. Towne                   |                                               |                      |
|                                  |                                                    |                           |                      |  |

 

18

----