##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended January 2, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-08769
 R.G. BARRY CORPORATION
  OHIO
    
    31-4362899(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)13405 Yarmouth Road NW, Pickerington, Ohio
    
    43147(Address of principal executive offices)
    
    (Zip Code)
  (Registrants telephone number, including area code)
  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial Statements
    
    
    4ITEM 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    18ITEM 4  Controls and Procedures
    
    
    18ITEM 4T  Controls and Procedures
    
    
    18PART II  OTHER INFORMATIONITEM 1  Legal Proceedings
    
    
    20ITEM 1A  Risk Factors
    
    
    20ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20ITEM 3  Defaults Upon Senior Securities
    
    
    20ITEM 4  Submission of Matters to a Vote of Security Holders
    
    
    20ITEM 5  Other Information
    
    
    21ITEM 6  Exhibits
    
    
    21SIGNATURES
    
    
    22INDEX TO EXHIBITS
    
    
    23Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
  Definitions
  Fiscal 2010
    
    53 weeks ending July 3, 2010Fiscal 2009
    
    52 weeks ended June 27, 2009First Half of Fiscal 2010
    
    27 weeks ended January 2, 2010First Half of Fiscal 2009
    
    26 weeks ended December 27, 2008Second Quarter of Fiscal 2010
    
    14 weeks ended January 2, 2010Second Quarter of Fiscal 2009
    
    13 weeks ended December 27, 2008
  3




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January 2, 2010
    
    
    June 27, 2009(unaudited)ASSETSCash and cash equivalents
    
    $
    15,375
    
    
    $
    14,259Short-term investments
    
    
    21,976
    
    
    
    24,977Accounts receivable (less allowances of $9,400 and $2,725, respectively)
    
    
    21,394
    
    
    
    9,503Inventory
    
    
    16,839
    
    
    
    8,499Deferred tax assets  current
    
    
    1,410
    
    
    
    2,621Prepaid expenses
    
    
    707
    
    
    
    723Total current assets
    
    
    77,701
    
    
    
    60,582Property, plant and equipment, at cost
    
    
    11,773
    
    
    
    11,254Less accumulated depreciation and amortization
    
    
    7,878
    
    
    
    7,511Net property, plant and equipment
    
    
    3,895
    
    
    
    3,743Deferred tax assets  noncurrent
    
    
    7,743
    
    
    
    7,685Other assets
    
    
    3,082
    
    
    
    3,073Total assets
    
    $
    92,421
    
    
    $
    75,083LIABILITIES AND SHAREHOLDERS EQUITYShort-term notes payable
    
    $
    1,750
    
    
    $
    1,750Current installments of long-term debt
    
    
    94
    
    
    
    90Accounts payable
    
    
    7,382
    
    
    
    3,887Accrued expenses
    
    
    6,243
    
    
    
    3,979Total current liabilities
    
    
    15,469
    
    
    
    9,706Long-term debt, excluding current installments
    
    
    49
    
    
    
    97Accrued retirement costs and other
    
    
    19,565
    
    
    
    19,372Total liabilities
    
    
    35,083
    
    
    
    29,175Commitments and contingencies (note 10)Shareholders equity:Preferred shares, $1 par value per share: Authorized 3,775 Class A
shares, 225 Series I Junior Participating Class A Shares, and 1,000
Class B Shares; none issued
    
    
    
    
    
    
    Common shares, $1 par value per share: Authorized 22,500 shares;
issued and outstanding 10,820 and 10,722 shares, respectively
(excluding treasury shares of 1,025 and 1,008, respectively)
    
    
    10,820
    
    
    
    10,722Additional capital in excess of par value
    
    
    18,421
    
    
    
    16,940Accumulated other comprehensive loss
    
    
    (11,148
    )
    
    
    (11,049
    )Retained earnings
    
    
    39,245
    
    
    
    29,295Total shareholders equity
    
    
    57,338
    
    
    
    45,908Total liabilities and shareholders equity
    
    $
    92,421
    
    
    $
    75,083
   4




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Second Quarter
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Net sales
    
    $
    55,574
    
    
    $
    48,853
    
    
    $
    85,023
    
    
    $
    74,482Cost of sales
    
    
    31,612
    
    
    
    29,569
    
    
    
    48,770
    
    
    
    45,038Gross profit
    
    
    23,962
    
    
    
    19,284
    
    
    
    36,253
    
    
    
    29,444Selling, general and administrative expenses
    
    
    10,776
    
    
    
    9,668
    
    
    
    19,586
    
    
    
    18,256Operating profit
    
    
    13,186
    
    
    
    9,616
    
    
    
    16,667
    
    
    
    11,188Interest income, net
    
    
    27
    
    
    
    87
    
    
    
    176
    
    
    
    232Earnings, before income taxes
    
    
    13,213
    
    
    
    9,703
    
    
    
    16,843
    
    
    
    11,420Income tax expense
    
    
    4,987
    
    
    
    3,653
    
    
    
    6,353
    
    
    
    4,265Net earnings
    
    $
    8,226
    
    
    $
    6,050
    
    
    $
    10,490
    
    
    $
    7,155Net earnings per common shareBasic
    
    $
    0.76
    
    
    $
    0.57
    
    
    $
    0.97
    
    
    $
    0.67Diluted
    
    $
    0.74
    
    
    $
    0.56
    
    
    $
    0.96
    
    
    $
    0.67Average number of common shares outstandingBasic
    
    
    10,857
    
    
    
    10,609
    
    
    
    10,836
    
    
    
    10,602Diluted
    
    
    11,042
    
    
    
    10,712
    
    
    
    10,981
    
    
    
    10,717
   5




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First Half
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009(unaudited)
    
    
    (unaudited)Operating activities:Net earnings
    
    $
    10,490
    
    
    $
    7,155Adjustments to reconcile net earnings to net cash (used in)
provided by operating activities:Depreciation and amortization
    
    
    403
    
    
    
    341Deferred income tax expense
    
    
    2,234
    
    
    
    3,929Excess tax benefit- stock based compensation
    
    
    (1,107
    )
    
    
    Stock-based compensation expense
    
    
    507
    
    
    
    431Changes in:Accounts receivable
    
    
    (11,891
    )
    
    
    (4,403
    )Inventory
    
    
    (8,340
    )
    
    
    (4,089
    )Prepaid expenses and other
    
    
    7
    
    
    
    597Accounts payable
    
    
    3,495
    
    
    
    495Accrued expenses
    
    
    2,155
    
    
    
    (1,195
    )Accrued retirement costs and other, net
    
    
    36
    
    
    
    (485
    )Net cash (used in) provided by operating activities
    
    
    (2,011
    )
    
    
    2,776Investing activities:Purchases of property, plant and equipment, net
    
    
    (555
    )
    
    
    (978
    )Proceeds from sale or purchases of short-term investments
    
    
    3,001
    
    
    
    (10,791
    )Net cash provided by (used in) investing activities
    
    
    2,446
    
    
    
    (11,769
    )Financing activities:Repayment of short-term and long-term debt
    
    
    (44
    )
    
    
    (41
    )Proceeds from common shares options exercised
    
    
    159
    
    
    
    56Excess tax benefit- stock based compensation
    
    
    1,107
    
    
    
    Dividends paid
    
    
    (541
    )
    
    
    Net cash provided by financing activities
    
    
    681
    
    
    
    15Net increase (decrease) in cash and cash equivalents
    
    
    1,116
    
    
    
    (8,978
    )Cash and cash equivalents at the beginning of the period
    
    
    14,259
    
    
    
    14,210Cash and cash equivalents at the end of the period
    
    $
    15,375
    
    
    $
    5,232
   6




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R.G. BARRY CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
 for the Second Quarter and the First Half of Fiscal 2010 and the Second Quarter and the First Half of Fiscal 2009
 (dollar amounts in thousands, except per share data and share data)
 1.
    
    Basis of Presentation
   Item 8  Financial Statements and Supplementary Data.
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Standards. FASB
Accounting Standards Codification
 2.
    
    Short-Term Investments and Fair Value
   
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the measurement
date.
 
    
    Level 2 inputs are inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly.
 
    
    Level 3 inputs are unobservable inputs for the asset or liability.
   7




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and the First Half of Fiscal 2010 and the Second Quarter and the First Half of Fiscal 2009
(dollar amounts in thousands, except per share data and share data)
  Fair Value Measurements at Reporting Date Using:Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableJanuary 2,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Available-for-sale
securities
    
    $
    16,000
    
    
    
    
    
    
    $
    16,000
    
    
    
    Total
    
    $
    16,000
    
    
    
    
    
    
    $
    16,000
    
    
    
    
  3.
    
    Stock-Based Compensation
      8




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and the First Half of Fiscal 2010 and the Second Quarter and the First Half of Fiscal 2009
(dollar amounts in thousands, except per share data and share data)
   Number of
    
    
    Number of
    
    
    Weighted-common shares
    
    
    common shares
    
    
    Averagesubject to ISOs
    
    
    subject to NQs
    
    
    exercise priceOutstanding at June 27, 2009
    
    
    117,000
    
    
    
    146,200
    
    
    $
    5.21Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (32,000
    )
    
    
    (10,000
    )
    
    
    3.79Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding at January 2, 2010
    
    
    85,000
    
    
    
    136,200
    
    
    $
    5.41Options exercisable at January 2, 2010
    
    
    83,000
    
    
    
    136,200
  Number ofcommon shares
    
    
    Grant Dateunderlying RSUs
    
    
    Fair ValueNonvested at June 27, 2009
    
    
    319,500
    
    
    $
    6.86Granted
    
    
    121,200
    
    
    
    7.61Vested
    
    
    (59,000
    )
    
    
    7.16Forfeited/Cancelled
    
    
    (23,900
    )
    
    
    7.21Nonvested at January 2, 2010
    
    
    357,800
    
    
    $
    7.04
   4.
    
    Income Taxes
  Second Quarter
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Computed expected tax expense
    
    $
    4,492
    
    
    $
    3,299
    
    
    $
    5,727
    
    
    $
    3,883State income tax expense, net of federal income tax benefit
    
    
    426
    
    
    
    314
    
    
    
    542
    
    
    
    369Other, net
    
    
    69
    
    
    
    40
    
    
    
    84
    
    
    
    13Total expense
    
    $
    4,987
    
    
    $
    3,653
    
    
    $
    6,353
    
    
    $
    4,265
   9




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and the First Half of Fiscal 2010 and the Second Quarter and the First Half of Fiscal 2009
(dollar amounts in thousands, except per share data and share data)
 5.
    
    Net Earnings Per Common Share
   Second Quarter
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Numerator:Net earnings
    
    $
    8,226
    
    
    $
    6,050
    
    
    $
    10,490
    
    
    $
    7,155Denominator:Weighted-average common shares outstanding
    
    
    10,857
    
    
    
    10,609
    
    
    
    10,836
    
    
    
    10,602Effect of potentially dilutive securities: stock options and RSUs
    
    
    185
    
    
    
    103
    
    
    
    145
    
    
    
    115Weighted-average common shares outstanding, assuming dilution
    
    
    11,042
    
    
    
    10,712
    
    
    
    10,981
    
    
    
    10,717Basic net earnings per common share
    
    $
    0.76
    
    
    $
    0.57
    
    
    $
    0.97
    
    
    $
    0.67Diluted net earnings per common share
    
    $
    0.74
    
    
    $
    0.56
    
    
    $
    0.96
    
    
    $
    0.67
  Second Quarter
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Stock options excluded from the calculation of diluted
earnings per common share
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    162
 6.
    
    Inventories
  January 2, 2010
    
    
    June 27, 2009Raw materials
    
    $
    158
    
    
    $
    90Finished goods
    
    
    16,681
    
    
    
    8,409Total inventory
    
    $
    16,839
    
    
    $
    8,499
  7.
    
    Employee Retirement Plans
    10




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and the First Half of Fiscal 2010 and the Second Quarter and the First Half of Fiscal 2009
(dollar amounts in thousands, except per share data and share data)
  Second Quarter
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Service cost
    
    $
    
    
    
    $
    11
    
    
    $
    9
    
    
    $
    22Interest cost
    
    
    571
    
    
    
    605
    
    
    
    1,143
    
    
    
    1,210Expected return on plan assets
    
    
    (493
    )
    
    
    (551
    )
    
    
    (986
    )
    
    
    (1,102
    )Net amortization
    
    
    173
    
    
    
    71
    
    
    
    346
    
    
    
    142Settlement loss
    
    
    
    
    
    
    
    
    
    
    185
    
    
    
    Total pension expense
    
    $
    251
    
    
    $
    136
    
    
    $
    697
    
    
    $
    272
 8.
    
    Comprehensive Income
  Second Quarter
    
    
    First HalfFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Net earnings
    
    $
    8,226
    
    
    $
    6,050
    
    
    $
    10,490
    
    
    $
    7,155Pension related adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    (99
    )
    
    
    Total comprehensive income
    
    $
    8,226
    
    
    $
    6,050
    
    
    $
    10,391
    
    
    $
    7,155
  9.
    
    Related Party Transactions
  10.
    
    Contingent Liabilities
  11.
    
    Subsequent Events
   11




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and the First Half of Fiscal 2010 and the Second Quarter and the First Half of Fiscal 2009
(dollar amounts in thousands, except per share data and share data)
 12.
    
    Recently Issued Accounting Standards
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Standards. FASB Accounting Standards
Codification
 .
  12




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ITEM 2   Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
   Results of Operations
    ®
 ®
    13




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Seasonality
  Looking ahead to beyond fiscal 2010
  Liquidity and Capital Resources
    Operating Activities
    14




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
    
    Net accounts receivable increased by $11.9 million and $4.4 million in the first half of
fiscal 2010 and the first half of fiscal 2009, respectively. The change in net accounts
receivable during these reporting periods primarily reflected the timing of and volume of
shipments of finished goods inventory to our customers consistent with the seasonality of
our business, and the timing of cash collections and customer deductions for promotions and
other allowances.
 
    
    Net inventories increased by $8.3 million and $4.1 million during the first half of
fiscal 2010 and 2009 respectively. The increases reflected the net effect of the timing of
purchases of finished goods from third-party manufacturers and shipments to our customers
in the first half of fiscal 2010 and the first half of fiscal 2009 in line with the
seasonality of our business.
 
    
    Accounts payable increased by $3.5 million and $495 thousand during the first half of
fiscal 2010 and 2009, respectively. These changes were due primarily to the timing of
purchases and payment for finished goods inventory in line with the seasonality of our
business.
 
    
    Accrued expenses increased by $2.2 million and decreased by $1.2 million during the
first half of fiscal 2010 and 2009, respectively. The increase in the change in accrued
expenses in the first half of fiscal 2010 compared to decrease in the first half of fiscal
2009 is primarily due to the increase in income tax accruals at the end of the second
quarter in fiscal 2010, since we have full utilized all of our net operating tax loss carry
forward positions.
 Investing Activities
  Financing activities
  2010 Liquidity
   15




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Bank Facility
  July to December
    
    
    January to JuneFiscal 2010
    
    $12 million
    
    $5 millionFiscal 2011
    
    $10 million
    
    $5 millionFiscal 2012
    
    $8 million
    Other Long-Term Indebtedness and Current Installments of Long-Term Debt
  Contractual Obligations
 Item 7  Managements Discussion and Analysis
of Financial Condition and Results of Operations
 Critical Accounting Policies and Use of Significant Estimates
   16




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Item 8 
Financial Statements and Supplementary Data.
  a)
    
    We recognize revenue when the following criteria are met:
 
    
    goods are shipped from our warehouses and other third-party distribution
locations, at which point our customers take ownership and assume risk of loss;
 
    
    collection of the relevant receivable is probable;
 
    
    persuasive evidence of an arrangement exists; and
 
    
    the sales price is fixed or determinable.
 In certain circumstances, we sell products to customers under arrangements which provide for
return privileges, discounts, promotions and other sales incentives. At the time we
recognize revenue, we reduce our measurement of revenue by an estimate of the potential
future returns and allowable retailer promotions and incentives, and recognize a
corresponding reduction in reported trade accounts receivable. These estimates have
traditionally been, and continue to be, sensitive to and dependent on a variety of factors
including, but not limited to, quantities sold to our customers and the related selling and
marketing support programs; channels of distribution; sell-through rates at retail; the
acceptance of the styling of our products by consumers; the overall economic environment;
consumer confidence leading towards and through the holiday selling season; and other related
factors. During the second quarter and first half of fiscal 2010, we recognized favorable
reserve adjustments that benefited our earnings before income tax by $387 thousand related to
our customer incentive reserves of $1.2 million established at June 27, 2009. During the
second quarter and first half of fiscal 2009, we recognized favorable reserve adjustments
that benefited our earnings before income tax by $313 thousand related to our customer
incentive reserves of $1.5 million established at June 28, 2008.
 We monitor the creditworthiness of our customers and the related collection of monies owed to
us. In circumstances where we become aware of a specific customers inability to meet its
financial obligations, a specific reserve for bad debts is taken as a reduction to accounts
receivable to reduce the net recognized receivable to the amount reasonably expected to be
collected. For all other customers, we recognize estimated reserves for bad debts based on
our historical collection experience, the financial condition of our customers, an evaluation
of current economic conditions and anticipated trends, each of which are subjective and
require certain assumptions. Actual charges for uncollectible amounts have not differed
materially from our estimates in prior periods.
 b)
    
    We value inventories using the lower of cost or market, based upon the first-in,
first-out (FIFO) costing method. We evaluate our inventories for any reduction in
realizable value in light of the prior selling season, the overall economic environment
and our expectations for the upcoming selling seasons, and we record the appropriate
write-downs based on this evaluation. During the second quarter and the first half of
fiscal 2010, we recognized $519 thousand and $654 thousand, respectively, in inventory
write-downs as part of cost of sales as compared to $253 thousand and $350 thousand,
respectively, recognized as inventory write-downs as part of cost of sales in the second
quarter and the first half of fiscal 2009, respectively.
 c)
    
    We make an assessment of the amount of income taxes that will become currently
payable or recoverable for the just concluded period, and the deferred tax costs or
benefits that will become realizable for income tax purposes in the future, as a
consequence of differences between results of operations as reported in conformity with
U.S. GAAP, and the requirements of the income tax codes existing in the various
jurisdictions where we operate. In evaluating the future benefits of deferred tax assets,
we examine our capacity for generating future taxable profit. In addition, we make
ongoing assessments of income tax exposures that may arise at the Federal, state or local
tax levels. As a result of these evaluations, any exposure deemed more likely than not
will be quantified and accrued as tax expense during the period and reported in a reserve
for uncertain tax positions. Any identified exposures will be subjected to continuing
assessment and estimates will be revised accordingly as information becomes available to
us. We had no tax reserve for uncertain tax positions at the end of the second quarter of
fiscal 2010, the end of the second quarter of fiscal 2009, or the end of fiscal 2009 at
either the state or Federal tax levels.
  17




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d)
    
    We establish assumptions to measure our pension liabilities and project the long-term
rate of return expected on the invested pension assets in our qualified associates
retirement plan. Changes in assumptions, which may be caused by conditions in the debt
and equity markets, changes in asset mix, and plan experience, could have a material
effect on our pension obligations and expenses, and can affect our net income, assets, and
shareholders equity. Changes in assumptions may also result in voluntary or mandatory
requirements to make additional contributions to our qualified associates retirement
plan. These assumptions are reviewed and reset as appropriate at the pension measurement
date commensurate with the end of our fiscal year end, and we monitor these assumptions
over the course of the fiscal year.
 e)
    
    There are various other accounting policies that also require managements judgment.
For an additional discussion of all of our significant accounting policies, please see
Notes (1) (a) through (u) of the Notes to Consolidated Financial Statements in Item
8  Financial Statements and Supplementary Data. of Part II of our 2009 Form 10-K.
  Recently Issued Accounting Standards
  
 ITEM 3   Quantitative and Qualitative Disclosures About Market Risk
      
 ITEM 4  Controls and Procedures
   18




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##### Table of Contents



ITEM 4T  Controls and Procedures
   a.
    
    information required to be disclosed by the Company in this Quarterly Report on Form 10-Q
and the other reports that the Company files or submits under the Exchange Act would be
accumulated and communicated to the Companys management, including its principal executive
officer and its principal financial officer, as appropriate to allow timely decisions
regarding required disclosure;
 b.
    
    information required to be disclosed by the Company in this Quarterly Report on Form 10-Q
and the other reports that it files or submits under the Exchange Act would be recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms; and
 c.
    
    the Companys disclosure controls and procedures were effective as of the end of the
quarterly period covered by this Quarterly Report on Form 10-Q.
    19




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##### Table of Contents



Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
 (a)
    
    Our 2009 Annual Meeting of Shareholders was held on October 29, 2009. A total of
10,760,878 common shares were outstanding and entitled to vote at the Annual Meeting. At
the Annual Meeting, 9,838,789, or 91.4% of the outstanding common shares entitled to vote,
were represented in person or by proxy.
 (b)
    
    The shareholders elected the following individuals to serve as directors for three-year
terms expiring at the 2012 Annual Meeting of Shareholders:
 Janice Page For: 6,519,251 Withheld: 3,319,538 Broker Non-Votes: none
 Harvey Weinberg For: 6,598,189 Withheld: 3,240,600 Broker Non-Votes: none
 Greg Tunney For: 7,560,411 Withheld: 2,278,378 Broker Non-Votes: none
 The shareholders elected the following individual to serve as directors for a two-year term
expiring at the 2011 Annual Meeting of Shareholders:
 David Lauer For: 6,517,866 Withheld: 3,320,923 Broker Non-Votes: none
 In addition to the individuals elected at the 2009 Annual Meeting of Shareholders, directors
whose terms of office continued after the Annual Meeting are (i) Nicholas DiPaolo, David
Nichols, and Edward Stan, whose terms expire at the 2010 Annual Meeting of Shareholders; and
(ii) Thomas Von Lehman and Gordon Zacks, whose terms expire at the 2011 Annual Meeting of
Shareholders.
 Roger Lautzenhiser, whose term would have expired at the 2011 Annual Meeting of Shareholders,
as previously reported, retired from the Board of Directors immediately prior to the 2009
Annual Meeting of Shareholders.
  20




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##### Table of Contents



(c)
    
    In our 2009 Annual Meeting of Shareholders, the shareholders also adopted a proposal to
amend the R.G. Barry Corporation Amended and Restated 2005 Long-Term Incentive Plan in
order to authorize the issuance of an additional 500,000 common shares under the Plan and
to reapprove the material terms of the performance criteria under the Plan as follows:For: 3,740,119 Against: 893,941 Broker Non-Votes: 6,126,818(d)
    
    Not Applicable
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
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##### Table of Contents



R.G. BARRY CORPORATION
RegistrantDate: February 10, 2010
    By:
    /s/ José G. IbarraJosé G. IbarraSenior Vice President  Finance and 
Chief Financial Officer (Principal Financial Officer)
(Duly Authorized Officer)  22




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location10.1
    
    R.G. Barry 2010 Management Bonus Plan
    
    Filed herewith10.2
    
    R.G. Barry Corporation Amended and Restated 2005 Long-Term Incentive
Plan (reflects amendments approved by shareholders on October 29,
2009).
    
    Filed herewith31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications (Principal Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a) Certifications (Principal Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certifications (Principal Executive Officer and
Principal Financial Officer)
    
    Filed herewith
  23