**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,DC 20549**

**Form 10-K/A**

**Amendment No. 1**

| x                                                 | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|---------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| **For the fiscal year ended April 30, 2005** |
| **or**                                            |
| o                                                 | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**Forthe transition period from             to            **

**CommissionFile No. 0-26608**

**CUTTER & BUCK INC.**

(Exact name of registrantas specified in its charter)

| **Washington**            | **91-1474587**                       |
|---------------------------|--------------------------------------|
| (State of  incorporation) | (I.R.S. Employer Identification No.) |

 

**701 N. 34thStreet, Suite 400**

**Seattle, WA 98103**

(Address of PrincipalExecutive Offices, Including Zip Code)

**(206) 622-4191**

(Registrant’s TelephoneNumber, Including Area Code)

Securities registeredpursuant to Section 12(b) of the Act: **None**

Securitiesregistered pursuant to Section 12(g) of the Act: **Commonstock, no par value**

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is anaccelerated filer (as defined in rule 12b-2 of the Exchange Act).Yes  x  No o

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

The aggregate market value of common stock held bynon-affiliates as of October 31, 2004, was $115,771,646, based on the lastreported sale price of the Company’s common stock on that day as reported bythe NASDAQ National Market System.

Thenumber of shares of Common Stock of the registrant outstanding as of July 7,2005 was 11,195,354.

 

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**CUTTER & BUCK INC.**

**Annual Report on Form 10-K/AFor the fiscal year ended April 30, 2005**

**Index**
|                  | ** ** | ** **                                                                                       | ** ** | **Page** |
|------------------|------------|--------------------------------------------------------------------------------------------------|------------|----------|
| Explanatory Note |       | 1                                                                                                |
| PART III    |       |                                                                                             |       |     |
| Item 10.         |       | Directors and  Executive Officers of the Registrant                                              |       | 1        |
| Item 11.         |       | Executive  Compensation                                                                          |       | 6        |
| Item 12.         |       | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |       | 13       |
| Item 13.         |       | Certain  Relationships and Related Transactions                                                  |       | 15       |
| Item 14.         |       | Principal  Accounting Fees and Services                                                          |       | 15       |
| PART IV     |       |                                                                                             |       |     |
| Item 15.         |       | Exhibits                                                                                         |       | 17       |
| SIGNATURES       |       | 18                                                                                               |

 

 

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**EXPLANATORY NOTE**

On July 14, 2005,Cutter & Buck Inc. filed its Annual Report on Form 10-K for theyear ended April 30, 2005, with the Securities and Exchange Commission.Because we have determined that we will not file our Proxy Statement within 120days following the last day of our prior fiscal year, we are amending Part III,Items 10, 11, 12, 13, and 14 of our Form 10-K to include the requireddisclosures.

**PART III**

**Item10.**   Directors and ExecutiveOfficers of the Registrant

**Thedirectors as of the date of this report:**
| **Henry L. (Skip) Kotkins, Jr.** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Age:                                  |   | 56                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 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 Chief Executive  Officer and President 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 Temple DeHirsch Sinai,  Fred Hutchinson Cancer Research Center, Travelgoods Association, and the  Washington Council on International Trade. Mr. Kotkins is also a Trustee  of the Pacific Northwest Association of Independent Schools and the National  Association of Independent Schools. He is an advisor to the Industry Trade  Advisory Committee (ITAC) to the U.S. Department of Commerce. |
| 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:                                  |   | 67                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Director Since:                       |   | 1990                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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 Chief Executive Officer, President 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| **Douglas G. Southern** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Age:                    |   | 62                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Director Since:         |   | 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Principal Occupation:   |   | Chairman of the Board                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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 Pak 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Whitney R. Tilson**   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Age:                    |   | 38                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Director Since:         |   | 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Principal Occupation:   |   | Managing Partner, T2 Partners Management LP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Business Experience:    |   | Mr. Tilson is the founder and co-manager  of value-oriented investment funds T2 Accredited Fund, LP, Tilson  Offshore Fund, Ltd., and T2 Qualified Fund, L.P. Between 1994 and 1998,  Mr. Tilson was co-founder and executive director of the Initiative  for a Competitive Inner City. Since 1999, he has written extensively for The  Motley Fool web site and, since 2001, has taught financial statement analysis  for The Dickie Group. Mr. Tilson received an MBA with High Distinction  from The Harvard Business School, where he was a Baker Scholar, and graduated  magna cum laude from Harvard College with a bachelor’s degree in Government.                                         |
| Other Directorships:    |   | Vice Chairman of the board of KIPP Academy, a  charter school in New York City; member of the board of the Fistula  Foundation, which supports the Addis Ababa (Ethiopia) Fistula Hospital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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| **James C. Towne**    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Age:                  |   | 62                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Director Since:       |   | 1997                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Principal Occupation: |   | Chairman, Greenfield Holdings, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Business Experience:  |   | Since 1995,  Mr. Towne has served as the Chairman of Greenfield Holdings, LLC, a real  estate remediation and development company. Mr. Towne became managing  member of Greenfield Holdings, LLC in 2000. Since 2003, he has served as  Chairman, Chief Executive Officer and managing member of Snohomish Delta  Partners, LLC. From 1982 to 1995, he was Chief Executive Officer, President  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **John T. Wyatt**     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Age:                  |   | 50                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Director Since:       |   | 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Principal Occupation: |   | Chief Executive Officer and President of  Cutter & Buck Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Business Experience:  |   | Mr. Wyatt joined Cutter & Buck in  December 2004. He has over thirty years of experience in the apparel  industry. Between 2002 and 2004, he was President at Warnaco Intimate  Apparel. From 1999 to 2002, he was Executive Vice President of Strategic  Planning for Saks, Inc. From 1998 to 1999, he was Chairman and CEO of  Parisian, a division of Saks, Inc. From 1997 to 1998, he was President  of Intimate Apparel for Warnaco Intimate Apparel. Between 1974 and 1997, he  held various positions at VF Corporation (Vanity Fair brand), including  President of Vanity Fair Intimates Coalition from 1995 to 1997, President of  Vanity Fair Intimates from 1992 to 1995, and Vice President of Sales from  1987 to 1990.                                                                                              |

 

**Theexecutive officers as of the date of this report:**
| **Name**           | ** ** | ** ** | ** ** | **Age**                                                                                                       | ** ** | **Position** |
|--------------------|------------|------------|------------|---------------------------------------------------------------------------------------------------------------|------------|--------------|
| John T. Wyatt      |       | 50         |       | Chief Executive  Officer and President                                                                        |
| Ernest R. Johnson  |       | 54         |       | Chief Financial  Officer, Senior Vice President and Corporate Secretary                                       |
| William B. Swint   |       | 58         |       | Chief Operations  Officer and Vice President                                                                  |
| Theresa S. Treat   |       | 48         |       | Vice President,  Human Resources                                                                              |
| Brian C. Thompson  |       | 38         |       | Vice President and General Manager, Golf, Corporate,  Collegiate/Pro Sports, International/Domestic Licensing |
| John E. McCullough |       | 37         |       | Vice President  and General Manager, Specialty Retail                                                         |

 

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The biographies ofthe executive officers who are not directors are as follows:

Ernest R. Johnson, Chief Financial Officer, SeniorVice President and Corporate Secretary, joined Cutter & Buck in November 2002.Mr. Johnson has over thirty years of experience in operations, accountingand finance. From 1996 to 2002, he was Senior Vice President, Chief OperatingOfficer and Chief Financial Officer with Washington Mutual, Inc.,Commercial Banking Division. From 1993 to 1996, he was Senior Vice President andChief Financial Officer with West One Bank-Washington. Between 1976 and 1993 heheld various chief financial officer and senior level positions with Bank ofAmerica (formerly Rainier Bancorp/Security Pacific). Mr. Johnson has abachelor’s degree in accounting and information systems from Washington StateUniversity.

William B. Swint, Chief Operations Officer and VicePresident, joined Cutter & Buck in June 2003. Mr. Swint hasover thirty years of experience in the apparel industry. From 2000 to 2002, hewas a consultant and project manager for Columbia Sportswear, Inc., anoutdoor apparel manufacturer. From 1997 to 2000, he was President and ChiefExecutive Officer of ERB Industries, a marketing and manufacturing company.Between 1983 and 1997, he was Executive Vice President of Operations for GlenOaks Industries, an apparel manufacturer. Mr. Swint has a master’s degreein business administration from Southern Methodist University and a bachelor’sdegree in industrial engineering from the Georgia Institute of Technology.

Theresa S. Treat, Vice President, Human Resources,joined Cutter & Buck in September 2002. Ms. Treat has overtwenty years of experience in human resources and organizational development.From 2000 to 2001, she was Vice President of Human Resources at Onvia, Inc.From 1999 to 2000, she was Vice President of Human Resources at Pointshare, Inc.From 1996 to 1999, she served as the Human Resources Director at NextlinkCommunications, Inc. From 1990 to 1996, she was Director of HumanResources at Horizon Airlines. Ms. Treat also served as a labor negotiatorfor employees in the state of Alaska between 1983 and 1990. Ms. Treat hasa master’s degree in labor and industrial relations and a bachelor’s degree inindustrial and organizational psychology, both from the University of Illinois.

Brian C. Thompson, Vice President and General Manager,Golf, Corporate, Collegiate/Pro Sports, International/Domestic Licensing,joined Cutter & Buck in 1996. Mr. Thompson has over fifteen yearsexperience in sales and operations management. Mr. Thompson has managedthe Company’s Corporate business unit since 2001. Between 1999 and 2000, he wasDirector of Operations. From 1996 through 1999, he held various managementpositions, including Distribution Center Manager and Import Manager. Prior tojoining Cutter & Buck, Mr. Thompson held management positions inlogistics and distribution. Mr. Thompson earned a bachelor of arts degreewith a focus on economics from the University of Washington.

John E. McCullough, Vice Presidentand General Manager, Specialty Retail, joined Cutter & Buck in August 1999.Mr. McCullough has over fifteen years of retail and wholesale managementexperience. Mr. McCullough has managed the Cutter & BuckSpecialty Retail business unit since August 2004. From April 2003to August 2004, Mr. McCullough held the position of National BusinessDevelopment Manager. From 1999 until 2003, Mr. McCullough heldvarious positions in the Cutter & Buck Company Store business unit,including Retail Operations Manager and General Manager. Prior to joiningthe Company in 1999, Mr. McCullough worked as a leasing agent for TheTaubman Company, a mall developer. From 1990 until 1998, he held variousmanagement and buying positions with the Texas division of Dillards. Mr. McCulloughearned a B.B.A. in marketing from the University of Texas in Austin.

**Audit Committee**

The Audit Committee,established in accordance with the regulations adopted by the Securities andExchange Commission, is comprised of Messrs. Towne, Mounger and Southern.The Board of Directors has determined that each member of the Audit committeemeets all applicable independence and financial 

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literacyrequirements of the Nasdaq National Market as currently in effect. The Boardhas also determined that Mr. Southern qualifies as an audit committeefinancial expert as defined in regulations adopted by the Securities andExchange Commission.

**Compliancewith Section 16(a) of the Exchange Act**

Based on our records andother information, Cutter & Buck believes that all SEC filingrequirements applicable to its directors and officers were complied with forfiscal 2005.

**Code of Ethics**

The Company has adopted a Code of Ethics that appliesto all of our directors, officers and employees. The Code of Ethics is availableon the investor relations section of our website at *www.cutterbuck.com*.You may request a printed copy of the Code of Ethics, at no cost, by writing usat: Cutter & Buck Inc., 701 N. 34th Street, Suite 400, Seattle, WA98103, Attn: Investor Relations. In the event of an amendment to, or a waiverfrom, a provision of our Code of Ethics that applies to any of our directors orofficers, we intend to promptly publicly disclose such information.

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**Item 11.   Executive Compensation**

**Summary Compensation Table**

Thefollowing table sets forth certain information concerning compensation paid oraccrued to (i) all individuals that served as our Chief ExecutiveOfficer, (ii) our four most highly compensated executive officers otherthan the CEO, and (iii) our formerExecutive Vice President and Manager of SBU Groups, whose disclosure would havebeen provided but for the fact that he was not serving as an executive officerof Cutter & Buck at the end of the last completed fiscal year,(the “Named Executive Officers”) for employment services rendered to Cutter &Buck during the fiscal year ended April 30, 2005:
|                                        | ** ** | **Annual Compensation** | ** ** | **Long Term Compensation** | ** ** |
|----------------------------------------|------------|------------------------------|------------|--------------------------------------|------------|
| ** **                             | ** ** | ** **                   | ** ** | ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | **Awards** | ** ** | **Payouts** | ** ** |
| Name and  Principal Position | ** ** | ** **                   | ** ** | **Year**                             | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Other Annual  Compensation** | ** ** | **Restricted  Stock  Awards** | ** ** | **Securities  Underlying  Options** | ** ** | **All Other  Compensation** | ** ** |
| John T. Wyatt                          |       |                         | 2005       |                                 |       | $ | 192,298 | (1) | $ | 75,000 |   |   | $ | 9,798 | (2) |   |   | $ | 281,000 | (3) |   |   | 80,000 |   |   |   | $ | 154 | (4) |   |
| Chief Executive                        |       |                         | 2004       |                                 |       | $ | — |   | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | — |   |   |
| Officer and President                  |       |                         | 2003       |                                 |       | $ | — |   | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | — |   |   |
| Ernest R. Johnson                      |       |                         | 2005       |                                 |       | $ | 215,582 |   | $ | 35,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 414 | (4) |   |
| Chief  Financial                       |       |                         | 2004       |                                 |       | $ | 201,098 |   | $ | 40,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | 24,000 |   |   |   | $ | 414 | (4) |   |
| Officer,  Senior Vice                  |       |                         | 2003       |                                 |       | $ | 101,538 |   | $ | 160,000 | (5) |   | $ | — |   |   |   | $ | — |   |   |   | 30,000 |   |   |   | $ | — |   |   |
| President                              |       |                         |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| William B. Swint                       |       |                         | 2005       |                                 |       | $ | 238,645 |   | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 774 | (4) |   |
| Chief Operations                       |       |                         | 2004       |                                 |       | $ | 149,918 |   | $ | 110,000 | (6) |   | $ | 10,700 | (7) |   |   | $ | — |   |   |   | 30,000 |   |   |   | $ | 648 | (4) |   |
| Officer and Vice                       |       |                         | 2003       |                                 |       | $ | — |   | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | — |   |   |
| President                              |       |                         |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Theresa S. Treat                       |       |                         | 2005       |                                 |       | $ | 160,431 |   | $ | 10,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 270 | (4) |   |
| Vice  President,                       |       |                         | 2004       |                                 |       | $ | 145,797 |   | $ | 32,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | 15,000 |   |   |   | $ | 168 | (4) |   |
| Human  Resources                       |       |                         | 2003       |                                 |       | $ | 63,527 |   | $ | 108,750 | (5) |   | $ | — |   |   |   | $ | — |   |   |   | 5,000 |   |   |   | $ | — |   |   |
| Tom Danowski                           |       |                         | 2005       |                                 |       | $ | 190,522 |   | $ | 5,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 180 | (4) |   |
| Former Vice President,                 |       |                         | 2004       |                                 |       | $ | 14,615 |   | $ | 1,500 |   |   | $ | — |   |   |   | $ | — |   |   |   | 20,000 |   |   |   | $ | — |   |   |
| Marketing(8)                           |       |                         | 2003       |                                 |       | $ | — |   | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | — |   |   |
| Frances M. Conley                      |       |                         | 2005       |                                 |       | $ | 351,481 |   | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 251,051 | (9) |   |
| Former  Chief                          |       |                         | 2004       |                                 |       | $ | 382,383 |   | $ | 125,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 1,192 | (4) |   |
| Executive Officer                      |       |                         | 2003       |                                 |       | $ | 367,711 |   | $ | 187,500 | (5) |   | $ | — |   |   |   | $ | 63,000 |   |   |   | 190,000 |   |   |   | —- |   |   |
| Jim C. McGehee                         |       |                         | 2005       |                                 |       | $ | 82,145 | (10) | $ | — |   |   | $ | — |   |   |   | $ | — |   |   |   | — |   |   |   | $ | 102,525 | (11) |   |
| Former Executive Vice                  |       |                         | 2004       |                                 |       | $ | 247,332 |   | $ | 25,000 |   |   | $ | — |   |   |   | $ | — |   |   |   | 12,000 |   |   |   | $ | 432 | (4) |   |
| President and Manager                  |       |                         | 2003       |                                 |       | $ | 242,556 |   | $ | 218,000 | (5) |   | $ | — |   |   |   | $ | — |   |   |   | 20,000 |   |   |   | $ | 384 | (4) |   |
| of SBU Group(10)                       |       |                         |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                        |            |                              |            |                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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          (1)  Mr. Wyattcommenced employment with the Company on December 11, 2005.

          (2)  This amountincludes $2,298 for country club membership dues and $7,500 for temporaryhousing allowance based on the Employment Agreement between Mr. Wyatt andthe Company dated as of December 11, 2004, and amended on July 5,2005.

          (3)  Named Executive Officers will be entitled toreceive any dividends declared on the Company’s common stock, on their sharesof restricted stock. During fiscal 2005, 20,000 shares of restricted stock wereawarded to Mr. Wyatt upon commencement of his employment. These sharesvest equally over a three-year period from the date of his employment. Thefollowing amount represents the aggregate number of unvested shares ofrestricted stock held by the Named Executive Officers as of April 30,2005, and valued as of that date. 
| ** **    | ** ** | **Shares** | ** ** | **Value** | ** ** |
|---------------|------------|------------|------------|-----------|------------|
| John T. Wyatt |       |       | 20,000     |      |       | $ | 269,600 |   |
|               |            |            |            |           |            |  |  |  |

 

          (4)  Representsterm life insurance premiums.

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          (5)  These amountsrepresent awards under the Company’s retention incentive program. Under thisprogram, the executives received the identified cash award upon their continuedemployment with the Company over an 18-month period following the date of theaward. Awards were paid in March 2004.

          (6)  This amountrepresents a $30,000 bonus payment and an $80,000 award (“Cash Award”) underthe Company’s retention incentive program. Under this program, Mr. Swintreceived the Cash Award for service with the Company through October 31,2004. As a result of a typographical error in the proxy dated September 24,2004, the bonus amount reported omitted the Cash Award.

          (7)  This amountrepresents a $10,700 payment for relocation expense reimbursement.

          (8)  Mr. Danowskiterminated employment with the Company on July 31, 2005.

          (9)  Ms. Conleyterminated employment with the Company on March 15, 2005. This amountrepresents a $250,000 separation payment based on the Transition Agreementdated as of July 10, 2004 between Ms. Conley and the Company. Thisamount also includes $1,051 for term life insurance premiums.

    (10)  Mr. McGeheeterminated employment with the Company on December 31, 2004.

    (11)  This amountrepresents a $102,225 separation payment based on the Separation and ReleaseAgreement dated as of December 9, 2004, between Mr. McGehee and theCompany. This amount also includes $300 for term life insurance premiums.

**Option Grants**

The following table setsforth certain information concerning stock options granted to the NamedExecutive Officers during the fiscal year ended April 30, 2005:

**OptionGrants in Last Fiscal Year**
| **Name**      | ** ** | ** ** | ** ** | **Number of Securities  Underlying Options  Granted** | ** ** | **Percentage of Total  Options Granted  to Employees in  Fiscal Year** | ** ** | **Exercise  Price** | ** ** | **Expiration  Date** | ** ** | **Grant Date  Present Value(2)** | ** ** |
|---------------|------------|------------|------------|----------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|---------------------|------------|----------------------|------------|--------------------------------------------|------------|
| John T. Wyatt |       |       | 80,000     | (1)                                                                  |       |                                                                                                 | 75         | %                   |       |                 | $          | 14.05                                      |       |   | 12/13/2014 |   |   | $ | 532,376 |   |   |
|               |            |            |            |                                                                      |            |                                                                                                      |            |                     |            |                      |            |                                            |            |  |  |  |  |  |  |  |  |  |  |

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(1)          Theoption vests in equal one-third amounts on each twelve (12) month anniversaryof continuous service to the Company as Chief Executive Officer and President.To the extent not already vested, the options generally become fully vested andexercisable upon a change in control of Cutter & Buck.

(2)          Thiscolumn represents the present value of the options on the grant date using theBlack-Scholes valuation method. The actual value, if any, that anexecutive officer may realize may be greater or less than the grant datepresent value set forth in the table. The following assumptions were used inorder to determine the grant date present value:
| Volatility                |   | .61     |   |
|---------------------------|--------|---------|--------|
| Risk-free rate of  return |   | 3.56    | %      |
| Dividend yield            |   | 2.0     | %      |
| Time of exercise          |   | 5 Years |   |

 

 

7

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**OptionExercises and Fiscal Year-End Option Table**

Thefollowing table sets forth certain information as of April 30, 2005regarding options held by the Named Executive Officers:
| ** **        | ** ** | ** **           | ** ** | ** **   | ** ** | **Number of Securities**                 | ** ** | **Value of Unexercised**    | ** ** |
|-------------------|------------|----------------------|------------|--------------|------------|----------------------------------------------------|------------|---------------------------------------|------------|
| ** **        | ** ** | **Shares**           | ** ** | ** **   | ** ** | **Underlying Unexercised**                    | ** ** | **In-the-Money Options**         | ** ** |
| ** **        | ** ** | **Acquired on** | ** ** | **Value**    | ** ** | **Options at Fiscal Year End** | ** ** | **at Fiscal Year End** | ** ** |
| **Name**          | ** ** | ** **           | ** ** | **Exercise** | ** ** | **Realized**                                       | ** ** | **Exercisable**                       | ** ** | **Unexercisable** | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| John T. Wyatt     |       |                 | —     |         |       | $                                                  | —     |                                  |       | 0 |   |   |   | 80,000 |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Ernest R. Johnson |       |                 | —     |         |       | $                                                  | —     |                                  |       | 46,166 |   |   |   | 7,834 |   |   |   | $ | 438,462 |   |   |   | $ | 74,958 |   |   |
| William B. Swint  |       |                 | —     |         |       | $                                                  | —     |                                  |       | 25,000 |   |   |   | 5,000 |   |   |   | $ | 219,250 |   |   |   | $ | 43,850 |   |   |
| Theresa S. Treat  |       |                 | —     |         |       | $                                                  | —     |                                  |       | 18,750 |   |   |   | 1,250 |   |   |   | $ | 178,338 |   |   |   | $ | 11,663 |   |   |
| Tom Danowski      |       |                 | —     |         |       | $                                                  | —     |                                  |       | 6,666 |   |   |   | 13,334 |   |   |   | $ | 20,465 |   |   |   | $ | 40,935 |   |   |
| Frances M. Conley |       |                 | 201,887    |         |       | $                                                  | 2,150,281  |                                  |       | — |   |   |   | — |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Jim C. McGehee    |       |                 | 147,750    |         |       | $                                                  | 878,039    |                                  |       | — |   |   |   | — |   |   |   | $ | — |   |   |   | $ | — |   |   |
|                   |            |                      |            |              |            |                                                    |            |                                       |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

**Compensation of Directors**

Thefollowing fees are paid to directors who are not one of our officers oremployees:
| Annual Chairman  retainer                                |   | $ | 25,000 |   |
|----------------------------------------------------------|--------|---|--------|--------|
| Annual board of  directors retainer                      |   | $ | 20,000 |   |
| Chairman  attendance for each board of directors meeting |   | $ | 3,000  |   |
| 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  |   |

 

In addition, each director who is not an officer oremployee receives an annual option grant to purchase 7,500 shares of our commonstock at the fair market value of the common stock on the date of grant and aquarterly $350 clothing allowance towards the purchase of Cutter &Buck clothing at the same discount afforded to employees. One of our directorsalso participated in the Company’s medical insurance plan during fiscal 2005and continues to participate in the plan in fiscal 2006. Directors whoparticipate in the plan pay the full cost of their premiums and the Companydoes not incur additional costs related to the directors’ participation.

All directors are entitledto reimbursement for expenses incurred in traveling to and from board meetings.

**EmploymentContracts and Termination of Employment and Change-in Control Arrangements**

On December 11, 2004, Cutter & Buckentered into an employment agreement with John T. Wyatt. Under the termsof Mr. Wyatt’s employment agreement, Mr. Wyatt will serve as theChief Executive Officer and President of Cutter & Buck for an initialterm of two years, unless earlier removed. The employment agreement providesthat Wyatt will receive an annual base salary of Five Hundred Thousand Dollars($500,000) and requires Cutter & Buck to provide relocation assistanceto Wyatt of up to Two Hundred Sixty-five Thousand Dollars ($265,000). Inaddition, the employment agreement calls for Wyatt to receive options topurchase Eighty Thousand (80,000) shares of Cutter & Buck stock andTwenty Thousand (20,000) shares of Cutter & Buck restricted stock.Finally, upon any termination of Wyatt’s employment by Cutter & Buckwithout cause, or by Wyatt for good reason, the employment agreement calls forCutter & Buck to pay Wyatt an amount equal to twelve months of histhen current base salary in exchange for Wyatt’s compliance with certainnoncompetition covenants.

8

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In July 2005, theCompensation Committee approved amendments to the terms of Mr. Wyatt’semployment agreement with Cutter & Buck to (i) increase themaximum amount of temporary living quarters expenses reimbursable by Cutter &Buck to Wyatt from $2,500 per month to $4,980 per month, effective retroactivelyfrom December 11, 2004, and (ii) extend the period for which Wyattwould be entitled to those reimbursements until the earlier of February 2006or when Wyatt secures permanent housing. In connection with these reimbursementpayments for temporary living quarters, Wyatt will be entitled to receive anadditional tax gross-up payment from Cutter & Buck so that on a netafter-tax basis, the result to Wyatt would be the same as if all federal, stateand local income taxes had not been imposed on the reimbursement payments.

On December 11, 2004,Cutter & Buck entered into a change in control agreement with Mr. Wyatt.Under the terms of that agreement, and conditioned upon the occurrence of thetermination of Wyatt’s employment with Cutter & Buck in connectionwith certain changes in control of the Company, Cutter & Buck maybe obligated to pay Wyatt an amount equal to two hundred percent (200%) of histhen current annual base salary. In exchange for any such payment, Wyatt wouldbe required to comply with certain noncompetition covenants for a period oftwenty-four months following his termination.

Ernest R. Johnson, WilliamB. Swint, and Theresa S. Treat are a party to change in control agreements withus. The agreements obligate the Company to make a lump sum payment of eighteenmonths’ base salary to the respective officers if they were terminated or uponcertain resignations, both in connection with a change in control transaction.In connection with the change in control agreements, Johnson, Swint, and Treatsigned Confidentiality and Noncompetition Agreements.

During fiscal year 2005,the company entered into a Transition Agreement with Ms. Frances M.Conley, our former Chairman and Chief Executive Officer. Under that agreement,Conley retained her salary of $400,000 per annum through March 15, 2005and was paid an additional one-time cash payment of $250,000 upon hercompletion of the term of the Transition Agreement on March 15, 2005.

On December 8, 2005,the company entered into a Separation and Release Agreement with Jim C.McGehee, the former Executive Vice President and Manager of SBU Group. Underthat agreement, McGehee receives monthly payments of $20,445 through September 2005in exchange for release of any and all claims against the Company and for anoncompetition clause through September 30, 2005.

On July 19, 2005, thecompany entered into a Separation and Release Agreement with Tom Danowski, theformer Vice President, Marketing. Under that agreement, Danowski receivesamounts equal to his monthly salary of $15,800 through January 2006, plusother cash consideration totaling approximately $8,000 in exchange for releaseof any and all claims against the Company and for a noncompetition clausethrough January 31, 2006.

**BoardCompensation Committee Report on Executive Compensation**

The Compensation Committeeis responsible for establishing the compensation for the Company’s ChiefExecutive Officer and President and executive officers, approving compensationphilosophies for the Company, and administering the Company’s stock-basedcompensation plans.

The committee is composedexclusively of independent, non-employee directors, as defined by the rules ofthe Securities and Exchange Commission and the NASD.

**Compensation Goals**

The overall goal of thecommittee is to foster compensation policies and executive compensationpractices that attract, engage, and motivate high caliber talent by offering acompetitive pay and benefits program. We are committed to a total compensationphilosophy and structure that provides flexibility in responding to marketfactors; that rewards and recognizes superior performance; that attracts highlyskilled, experienced and capable employees; and that is fair and fiscallyresponsible.

9

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

·       Overallaverage base salaries targeted at the 50th percentile of the companies withwhom we compete for labor talent.

·       Overallaverage base compensation 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**

Base salaries for allofficers were reviewed by the committee during fiscal year 2005. In evaluatingsalaries, the committee uses formal and informal compensation surveys ofcompanies of similar size with whom we compete for labor talent and considerseach officer’s contribution to team-building efforts and individual performance(measured against strategic management objectives such as sales growth, marketposition, and increased brand identity) during the prior year. The types andrelative importance of specific financial and other business objectives varyamong the company’s officers depending on their positions and the particularoperations or functions for which they are responsible.

**Equity-BasedIncentives**

We have granted equity-basedincentives to certain executives and employees since 1991. The compensationcommittee makes these grants to executives and employees whose performance isimportant to the company and who are believed capable of significantcontributions in the future. The size of previous option grants and the numberof options currently held by an executive are also taken into account indetermining the number of options granted by the committee. The objective ofthese awards is to align the interests of company executives with those ofcompany shareholders, since stock options produce value to executives only ifthe company’s stock appreciates in value.

Subject to the overallterms of our stock option plans, the committee determines the terms andconditions of options, including the exercise price. Our current plans requirethat options be granted at an exercise price at least equal to the fair marketvalue of our common stock on the date of grant. Individual option awards havevaried vesting periods and the committee uses the vesting terms to further itsattraction and retention objective.

Our current plans alsoallow us to grant restricted stock and stock appreciation rights to officersand employees of the company and its subsidiaries. Over the past fiscal year,20,000 shares of restricted stock were awarded pursuant to the terms of ourChief Executive Officer and President’s employment agreement. No stockappreciation rights have been issued to date. In the future, the committeeanticipates making more of its equity-based awards in the form of restrictedstock as a better means of aligning the interests of employees with those ofour shareholders.

**Other MonetaryIncentives**

Bonuses under the annualincentive bonus plan are payable for the prior fiscal year following thecompletion of that fiscal year. Under the annual incentive bonus plan, eachexecutive is eligible to receive an annual cash bonus from a cash bonus poolbased upon the achievement of certain pre-tax, pre-restatement and pre-bonusearnings targets. Although the company did not meet its financial objectivesfor fiscal year 2005, the committee approved aggregate bonuses of $78,000 tofive of our executive officers based upon the committee’s determination thatthey met non-financial related performance goals in connection with keyelements of their position with the company. In addition, the committeeapproved a bonus of $75,000 to John T. Wyatt, as described below.

10

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**Compensationof the Chief Executive Officer and President**

In September 2004,Frances M. Conley resigned as our Chairman and Chief Executive Officer.Following Ms. Conley’s resignation, William B. Swint assumed the role ofInterim Chief Executive Officer and President until the Company named John T.Wyatt as Chief Executive Officer and President in December 2004.

***John T. Wyatt***

In assembling the ChiefExecutive Officer and President’s compensation package, the committee pursuesthe same objectives which apply to the Company’s other executive officers. Thecommittee’s overall goal is to set Mr. Wyatt’s salary at the median basefor competitors that are similar in industry, size and performance. Mr. Wyatt’scompensation consists of base salary, cash bonus and equity-based compensation.Mr. Wyatt’s compensation takes into account the historic chief executiveofficer compensation practices of the Company with respect to base salary andprovides an annual cash bonus opportunity and equity-based compensation thatare designed to provide appropriate incentives to Mr. Wyatt to buildshareholder value over the term of his employment agreement.

On December 11, 2004, we entered into an employment agreementwith Mr. Wyatt, pursuant towhich Mr. Wyatt serves as Chief Executive Officer and President. Theagreement is for an initial term of twoyears during which Mr. Wyattwill receive a base salary of $500,000 per year. In addition, Mr. Wyatt isentitled to an annual performance compensation consisting of cash awards of upto thirty percent of Mr. Wyatt’s base salary upon the achievement ofpre-established performance objectives. Based upon Mr. Wyatt’s performanceduring fiscal year ending April 30,2005, the committee approved a bonus of $75,000 to Mr. Wyatt.

In July 2005, thecommittee approved amendments to the terms of Mr. Wyatt’s employmentagreement with Cutter & Buck to: (i) increase the maximum amountof temporary living quarters expenses reimbursable by Cutter & Buck toMr. Wyatt from $2,500 per month to $4,980 per month, effectiveretroactively from December 11, 2004, and (ii) extend the period forwhich Mr. Wyatt would be entitled to those reimbursements until theearlier of February 2006 or when Mr. Wyatt secures permanent housing.In connection with these reimbursement payments for temporary living quarters, Mr. Wyattwill be entitled to receive an additional tax gross-up payment from Cutter &Buck so that, on a net after-tax basis, the result to Mr. Wyattwould be the same as if all federal, state and local income taxes had not beenimposed on the reimbursement payments.

***William B. Swint***

Mr. Swint’scompensation for fiscal year 2005 consisted of his regular base salary of$175,000 for his service as our Chief Operations Officer and Vice President. Inaddition, for Mr. Swint’s service as our Interim Chief Executive Officer,the committee increased Mr. Swint’s base salary from $175,000 to $295,000.The committee has set Mr. Swint’s current base salary at $250,000 for hisservices as our Chief Operations Officer and Vice President. Mr. Swint didnot receive a bonus for fiscal year 2005.

***Frances M. Conley***

Duringfiscal year 2005, the company entered into a Transition Agreement with Ms. FrancesM. Conley, our former Chairman and Chief Executive Officer. Under thatagreement, Ms. Conley retained her salary of $400,000 per annum through March 15,2005, and was paid an additional one-time cash payment of $250,000 upon hercompletion of the term of the Transition Agreement on March 15, 2005.
| Dated: August 9, 2005 | COMPENSATION COMMITTEE:  Larry C. Mounger (Chair);  Henry L. (Skip) Kotkins, Jr.;  Whitney R. Tilson |
|----------------------------|-----------------------------------------------------------------------------------------------------------|

 

11

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**Performance Graph**

The following graphcompares the cumulative total return of our common stock, the NASDAQ StockMarket-U.S. Index, and the NASDAQ Non-Financial Index. The cumulative totalreturn of our common stock assumes $100 invested on April 30, 2000, inCutter & Buck Inc. common stock.

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**Item12.**   Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters

**SecurityOwnership of Certain Beneficial Owners and Management**

Thefollowing table sets forth, as of August 12, 2005, 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) eachof our directors, (iii) the executive officers who are listed in thecompensation tables set forth in Item 11, above (the “Named Executive Officers”),and (iv) all our directors and executive officers as a group. Except asotherwise noted, the named beneficial owner has sole voting and investmentpower.
| **Name and Address**                                         | ** ** | ** ** | ** ** | **Shares  Beneficially Owned** | ** ** | **Percentage of  Class** | ** ** |
|------------------------------------------------------------------------|------------|------------|------------|-------------------------------------|------------|-------------------------------|------------|
| Pirate Capital  LLC(1)                                                 |       |       | 1,430,340  |                                |       |                          | 12.5       | % |   |
| Wells Capital  Management, Inc.(2)                                |       |       | 1,308,375  |                                |       |                          | 11.4       | % |   |
| Royce &  Associates LLC(3)                                    |       |       | 1,291,241  |                                |       |                          | 11.3       | % |   |
| T. Rowe Price  Associates, Inc.(4)                                |       |       | 1,063,500  |                                |       |                          | 9.3        | % |   |
| Dimensional Fund  Advisors Inc.(5)                                     |       |       | 758,475    |                                |       |                          | 6.6        | % |   |
| Frances M. and  Gerald R. Conley                                       |       |       | 203,126    |                                |       |                          | 1.8        | % |   |
| Whitney R.  Tilson(6)                                                  |       |       | 159,932    |                                |       |                          | 1.4        | % |   |
| Larry C.  Mounger(7)                                                   |       |       | 92,740     |                                |       |                          | *          |   |   |
| James C. Towne(8)                                                      |       |       | 62,036     |                                |       |                          | *          |   |   |
| Henry L. (Skip)  Kotkins, Jr.(9)                                  |       |       | 32,500     |                                |       |                          | *          |   |   |
| Douglas G.  Southern(10)                                               |       |       | 27,500     |                                |       |                          | *          |   |   |
| Ernest R.  Johnson(11)                                                 |       |       | 56,333     |                                |       |                          | *          |   |   |
| William B.  Swint(12)                                                  |       |       | 30,000     |                                |       |                          | *          |   |   |
| John T. Wyatt(13)                                                      |       |       | 20,000     |                                |       |                          | *          |   |   |
| Theresa S.  Treat(14)                                                  |       |       | 20,000     |                                |       |                          | *          |   |   |
| Tom Danowski (15)                                                      |       |       | 6,666      |                                |       |                          | *          |   |   |
| Jim C. McGehee                                                         |       |       | 0          |                                |       |                          | *          |   |   |
| All directors and  executive officers as a group (14 persons)(16) |       |       | 722,739    |                                |       |                          | 6.3        | % |   |

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                 *  Less than one percent

       (1)  Based on an amended schedule 13D filed, pursuant to theExchange Act, by Pirate Capital LLC (“Pirate”) and Thomas R. Hudson, Jr.Pirate is a limited liability company, organized under the laws of Delaware,whose principal executive office is 200 Connecticut Avenue, 4th Floor, Norwalk,CT 06854. Mr. Hudson is the sole owner and Managing Member of Pirate and acitizen of the United States. Each of the aforesaid reporting persons is deemedto be the beneficial owner of the shares listed in the table above, whichshares are owned of record, in part, by each of Jolly Roger Fund LP, JollyRoger Offshore Fund Ltd and Mint Master Fund Ltd (the “Holders”).Pirate and Mr. Hudson disclaim that they and /or the Holders are membersof a group as defined by Regulation 13D-G.

       (2)  Based on an amended schedule 13G filed pursuant to theExchange Act, which indicates that Wells Capital Management, Inc. has solevoting and dispositive power for all of those shares. The address of WellsCapital Management, Inc. is 525 Market Street, San Francisco, CA 94105.

       (3)  Based on an amended schedule 13G filed pursuant to theExchange Act, which indicates that Royce & Associates, LLC has solevoting and dispositive power for all of those shares. The address of Royce &Associates, LLC is 1414 Avenue of the Americas, Ninth Floor, New York, NY10019.

13

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       (4)  The shares are owned by various institutional investors, which T.Rowe Price Associates, Inc. (“Price Associates”) serves as investmentadviser, with power to direct investments. For purposes of the reportingrequirements of the Securities Exchange Act of 1934, Price Associates is deemedto be a beneficial owner of such securities; however, Price Associatesexpressly disclaims that it is, in fact, the beneficial owner of suchsecurities. The address of T. Rowe Price Associates, Inc. is 100 EastPratt Street, Baltimore, MD 21202.

       (5)  Based on an amended schedule 13G filed pursuant to theExchange Act, which indicates that Dimensional Fund Advisors Inc. has solevoting and dispositive power for all of those shares. The address ofDimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, SantaMonica, CA 90401.

       (6)  Includes 135,091 shares held by the T2 Accredited Fund, LP and17,341 shares held by the Tilson Offshore Fund, Ltd. Mr. Tilson isthe founder and Managing Partner of T2 Partners Management LP, which managesthe T2 Accredited Fund, LP, and Tilson Offshore Partners, LLC, which managesthe Tilson Offshore Fund, Ltd. Includes 7,500 shares issuable uponexercise of options exercisable within 60 days of August 12, 2005.

       (7)  Includes 55,404 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

       (8)  Includes 51,936 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

       (9)  10,000 shares are held by Skyway Luggage Company (“Skyway”). Mr. Kotkinsbeneficially owns 100% of Skyway and in such capacity has sole voting andinvestment power over the shares held by Skyway. Includes 22,500 sharesissuable upon exercise of options exercisable within 60 days of August 12,2005.

(10)  Includes 22,500 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

(11)  Includes 52,333 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

(12)  Includes 30,000 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

(13)  During fiscal 2005, 20,000 shares of restricted stock were awardedto Mr. Wyatt upon commencement of his employment with the Company. Theseshares vest equally over a three-year period from the date of his employment.

(14)  Includes 20,000 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

(15)  Represents 6,666 shares issuable upon exercise of optionsexercisable within 60 days of August 12, 2005.

(16)  Includes 280,214 shares issuable upon exercise of options exercisablewithin 60 days of August 12, 2005.

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**SecuritiesAuthorized for Issuance under Equity Compensation Plans**

Thefollowing table sets forth, as of April 30, 2005, information related toour equity compensation plans:
| **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** | ** ** |
|----------------------------------------------------------------|------------|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by security holders        |       |       | 743,651    |                                                                                                                                                 |       |                                                                                                             | $          | 8.43                                                                                        |       |   |   | 392,765 |   |   |
| Equity compensation plans not approved by security  holders(A) |       |       | 60,000     |                                                                                                                                                 |       |                                                                                                             | 4.11       |                                                                                        |       |   | — |   |   |
| Total                                                          |       |       | 803,651    |                                                                                                                                                 |       |                                                                                                             | $          | 8.13                                                                                        |       |   |   | 392,765 |   |   |

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(A)       Onboth November 15, 2002, and June 16, 2003, pursuant to the exemptionprovided in Section 4(2) of the Securities Act, the Company grantedoptions to purchase 30,000 shares of the Company’s common stock to newly hiredexecutives. The options are exercisable at prices of $3.67 and $4.55 per share,respectively, which were the closing prices of the Company’s common stock onthe dates of grant. Each option is exercisable for a period of 10 years,subject to earlier termination in the event of a change in the executive’semployment with the Company.

**Item13.**   Certain Relationships and RelatedTransactions

None

**Item14.**   Principal Accounting Fees and Services

**Audit Fees**

Thefollowing table summarizes the aggregate fees billed to the Company by Ernst &Young for fiscal years ended April 30, 2005 and 2004:
| ** **             | ** ** | **2005** | ** ** | **2004** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
| Audit fees(1)          |       | $        | 732,500    |     | $          | 254,000 |   |
| Audit-related  fees(2) |       | —   |       | 2,000    |       |
| Tax fees(3)            |       | 175,000  |       | 100,000  |       |
| All other fees(4)      |       | 2,500    |       | 37,000   |       |
|                   |       | $        | 910,000    |     | $          | 393,000 |   |

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(1)          Audit fees are for theaudit of the Company’s annual financial statements and reviews of the Company’squarterly financial statements. 2005 fees include $385,000 related to the auditof internal controls pursuant to the Sarbanes-Oxley Act.

(2)          Audit-related fees arefor accounting advisory services related to accounting standards and policies.

(3)          Tax fees billed in 2005and 2004 were for federal, state, local, and international income taxcompliance; federal income tax audit assistance; and tax planning services.

(4)          Allother fees during 2005 were for subscription to online accounting researchtool. 2004 fees also included services related to the restatement of theCompany’s financial statements for previous periods and services related to thewind down of the Company’s German subsidiary.

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**Pre-ApprovalPolicies and Procedures**

All of the services performed by Ernst &Young in fiscal 2005 were pre-approved in accordance with the pre-approvalpolicy and procedures adopted by the Audit Committee at its June 21, 2004,meeting. This policy describes the permitted audit, audit-related, tax, andother services (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-relatedservices) provided by the independent auditor. In addition, the Company willnot engage the independent auditor for services billed on a contingent feebasis. The approval of these audit and permitted non-audit services maybe given at any time, up to a year before commencement of the specifiedservice. 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.

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**PART IV**

**Item 15.**   Exhibits
| 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) |
| 32.1 |   | Certification of the Company’s Chief Executive  Officer required by Section 906 of the Sarbanes-Oxley Act of 2002(1)          |
| 32.2 |   | Certification of the Company’s Chief Financial  Officer required by Section 906 of the Sarbanes-Oxley Act of 2002(1)          |

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(1)          A signed original ofthis written statement has been provided to the Company and will be retained bythe Company and furnished to the SEC or its staff upon request.

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.
|                      | CUTTER & BUCK INC. (Registrant) |
|----------------------|------------------------------------------|
| August 26, 2005 | By:                                      | /s/ JOHN T. WYATT |
|                 |                                     | John T. Wyatt |
|                 |                                     | *Chief Executive Officer and President* |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.
| /s/ JOHN T. WYATT

John T. Wyatt                           |   | Chief Executive  Officer, President, and Director (Principal Executive Officer) |   | August 26, 2005 |
|------------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|----------------------|
| /s/ ERNEST R. JOHNSON

Ernest R. Johnson                   |   | Chief Financial  Officer (Principal Financial and Accounting Officer)           |   | August 26, 2005 |
| /s/ DOUGLAS G. SOUTHERN

Douglas G. Southern               |   | Chairman                                                                        |   | August 26, 2005 |
| /s/ HENRY L. KOTKINS, JR.

Henry L. Kotkins, Jr. |   | Director                                                                        |   | August 26, 2005 |
| /s/ LARRY C. MOUNGER

Larry C. Mounger                     |   | Director                                                                        |   | August 26, 2005 |
| /s/ WHITNEY R. TILSON

Whitney R. Tilson                   |   | Director                                                                        |   | August 26, 2005 |
| /s/ JAMES C. TOWNE

James C. Towne                         |   | Director                                                                        |   | August 26, 2005 |

 

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