##### 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 1, 2011
 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
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(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
    
    
    14ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    19ITEM 4  Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONITEM 1  Legal Proceedings
    
    
    21ITEM 1A  Risk Factors
    
    
    21ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21ITEM 3  Defaults Upon Senior Securities
    
    
    21ITEM 4  [ Reserved ]
    
    
    21ITEM 5  Other Information
    
    
    21ITEM 6  Exhibits
    
    
    21SIGNATURES
    
    
    22INDEX TO EXHIBITS
    
    
    23Exhibit 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 2011
    
    52 weeks ending July 2, 2011Fiscal 2010
    
    53 weeks ended July 3, 2010First Half of Fiscal 2011
    
    26 weeks ended January 1, 2011First Half of Fiscal 2010
    
    27 weeks ended January 2, 2010Second Quarter of Fiscal 2011
    
    13 weeks ended January 1, 2011Second Quarter of Fiscal 2010
    
    14 weeks ended January 2, 2010
  3




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##### Table of Contents



January 1, 2011
    
    
    July 3, 2010(unaudited)ASSETSCash and cash equivalents
    
    $
    30,643
    
    
    $
    16,988Short-term investments
    
    
    14,998
    
    
    
    27,954Accounts receivable (less allowances of $12,097 and $3,446, respectively)
    
    
    14,038
    
    
    
    8,302Inventory
    
    
    16,094
    
    
    
    13,486Deferred tax assets  current
    
    
    1,676
    
    
    
    1,676Prepaid expenses
    
    
    673
    
    
    
    999Total current assets
    
    
    78,122
    
    
    
    69,405Property, plant and equipment, at cost
    
    
    12,221
    
    
    
    11,669Less accumulated depreciation and amortization
    
    
    8,006
    
    
    
    7,544Net property, plant and equipment
    
    
    4,215
    
    
    
    4,125Deferred tax assets  noncurrent
    
    
    6,936
    
    
    
    6,936Other assets
    
    
    2,994
    
    
    
    2,903Total assets
    
    $
    92,267
    
    
    $
    83,369LIABILITIES AND SHAREHOLDERS EQUITYShort-term notes payable
    
    $
    1,750
    
    
    $
    1,750Current installments of long-term debt
    
    
    49
    
    
    
    97Accounts payable
    
    
    6,952
    
    
    
    3,598Accrued expenses
    
    
    3,172
    
    
    
    4,867Total current liabilities
    
    
    11,923
    
    
    
    10,312Accrued retirement costs and other
    
    
    18,201
    
    
    
    18,461Total liabilities
    
    
    30,124
    
    
    
    28,773Commitments and contingent liabilities (note 12)
    
    
    
    
    
    
    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 11,039 and 10,930 shares, respectively
(excluding treasury shares of 1,046 and 1,025, respectively)
    
    
    11,039
    
    
    
    10,930Additional capital in excess of par value
    
    
    19,788
    
    
    
    19,195Accumulated other comprehensive loss
    
    
    (12,594
    )
    
    
    (12,594
    )Retained earnings
    
    
    43,910
    
    
    
    37,065Total shareholders equity
    
    
    62,143
    
    
    
    54,596Total liabilities and shareholders equity
    
    $
    92,267
    
    
    $
    83,369
   4




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Second Quarter
    
    
    First HalfFiscal 2011
    
    
    Fiscal 2010
    
    
    Fiscal 2011
    
    
    Fiscal 2010(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Net sales
    
    $
    49,660
    
    
    $
    55,574
    
    
    $
    85,929
    
    
    $
    85,023Cost of sales
    
    
    32,431
    
    
    
    31,612
    
    
    
    54,503
    
    
    
    48,770Gross profit
    
    
    17,229
    
    
    
    23,962
    
    
    
    31,426
    
    
    
    36,253Selling, general and administrative expenses
    
    
    10,537
    
    
    
    10,776
    
    
    
    18,309
    
    
    
    19,586Operating profit
    
    
    6,692
    
    
    
    13,186
    
    
    
    13,117
    
    
    
    16,667Other income
    
    
    84
    
    
    
    
    
    
    
    193
    
    
    
    Interest income, net
    
    
    14
    
    
    
    27
    
    
    
    43
    
    
    
    176Earnings, before income taxes
    
    
    6,790
    
    
    
    13,213
    
    
    
    13,353
    
    
    
    16,843Income tax expense
    
    
    2,478
    
    
    
    4,987
    
    
    
    4,937
    
    
    
    6,353Net earnings
    
    $
    4,312
    
    
    $
    8,226
    
    
    $
    8,416
    
    
    $
    10,490Net earnings per common shareBasic
    
    $
    0.39
    
    
    $
    0.76
    
    
    $
    0.76
    
    
    $
    0.97Diluted
    
    $
    0.38
    
    
    $
    0.74
    
    
    $
    0.75
    
    
    $
    0.96Weighted average number of common shares outstandingBasic
    
    
    11,090
    
    
    
    10,857
    
    
    
    11,067
    
    
    
    10,836Diluted
    
    
    11,220
    
    
    
    11,042
    
    
    
    11,194
    
    
    
    10,981Common shares outstanding at end of period
    
    
    11,039
    
    
    
    10,820
    
    
    
    11,039
    
    
    
    10,820Cash dividends declared per common share
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.05
   5




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First Half
    
    
    First HalfFiscal 2011
    
    
    Fiscal 2010(unaudited)
    
    
    (unaudited)Operating activities:Net earnings
    
    $
    8,416
    
    
    $
    10,490Adjustments to reconcile net earnings to net cash provided
(used) by operating activities:Depreciation and amortization
    
    
    463
    
    
    
    403Deferred income tax expense
    
    
    122
    
    
    
    2,234Gross excess tax benefit from exercise of stock
options and vesting of restricted
stock units
    
    
    (122
    )
    
    
    (1,107
    )Stock-based compensation expense
    
    
    766
    
    
    
    507Changes in:Accounts receivable, net
    
    
    (5,736
    )
    
    
    (11,891
    )Inventory
    
    
    (2,608
    )
    
    
    (8,340
    )Prepaid expenses and other assets
    
    
    236
    
    
    
    7Accounts payable
    
    
    3,354
    
    
    
    3,495Accrued expenses
    
    
    (1,961
    )
    
    
    2,155Accrued retirement costs and other
    
    
    (260
    )
    
    
    36Net cash provided (used) by operating activities
    
    
    2,670
    
    
    
    (2,011
    )Investing activities:Purchases of property, plant and equipment
    
    
    (535
    )
    
    
    (555
    )Proceeds from sale of short-term investments, net
    
    
    12,956
    
    
    
    3,001Net cash provided by investing activities
    
    
    12,421
    
    
    
    2,446Financing activities:Repayment of debt
    
    
    (48
    )
    
    
    (44
    )Proceeds from options exercised
    
    
    36
    
    
    
    159Gross excess tax benefit from exercise of stock options
and vesting of restricted stock units
    
    
    122
    
    
    
    1,107Dividends paid
    
    
    (1,546
    )
    
    
    (541
    )Net cash (used) provided by financing activities
    
    
    (1,436
    )
    
    
    681Net increase in cash and cash equivalents
    
    
    13,655
    
    
    
    1,116Cash and cash equivalents at the beginning of the period
    
    
    16,988
    
    
    
    14,259Cash and cash equivalents at the end of the period
    
    $
    30,643
    
    
    $
    15,375
   6




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
 1.
    
    Basis of Presentation
    Item 8  Financial Statements and Supplementary Data.
 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 First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
   Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsJanuary 1, 2011
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Available-for-sale
securities
    
    $
    13,972
    
    
    
    
    
    
    $
    13,972
    
    
    
    Total
    
    $
    13,972
    
    
    
    
    
    
    $
    13,972
    
    
    
    
  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 First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
    Number of
    
    
    Number of
    
    
    Weighted-common shares
    
    
    common shares
    
    
    Averagesubject to ISOs
    
    
    subject to NQs
    
    
    exercise priceOutstanding at July 3, 2010
    
    
    36,000
    
    
    
    105,500
    
    
    $
    6.11Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (5,000
    )
    
    
    
    
    
    
    7.25Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding at January 1, 2011
    
    
    31,000
    
    
    
    105,500
    
    
    $
    6.07Options exercisable at January 1, 2011
    
    
    31,000
    
    
    
    105,500
  Number of commonshares
    
    
    Grant Dateunderlying RSUs
    
    
    Fair ValueNonvested at July 3, 2010
    
    
    314,000
    
    
    $
    7.49Granted
    
    
    124,500
    
    
    
    9.92Vested
    
    
    (94,600
    )
    
    
    8.05Forfeited/Cancelled
    
    
    (24,000
    )
    
    
    7.80Nonvested at January 1, 2011
    
    
    319,900
    
    
    $
    7.72
   4.
    
    Inventories
  January 1, 2011
    
    
    July 3, 2010Raw materials
    
    $
    115
    
    
    $
    73Finished goods
    
    
    15,979
    
    
    
    13,413Total inventory
    
    $
    16,094
    
    
    $
    13,486
   9




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
 5.
    
    Accrued expenses
  January 1, 2011
    
    
    July 3, 2010Salaries and wages
    
    $
    126
    
    
    $
    3,320Income taxes
    
    
    1,860
    
    
    
    14Current pension liabilities
    
    
    675
    
    
    
    675Other
    
    
    511
    
    
    
    858Total accrued expenses
    
    $
    3,172
    
    
    $
    4,867
 6.
    
    Income Taxes
  Second Quarter
    
    
    First HalfFiscal 2011
    
    
    Fiscal 2010
    
    
    Fiscal 2011
    
    
    Fiscal 2010Computed expected tax expense
    
    $
    2,309
    
    
    $
    4,492
    
    
    $
    4,540
    
    
    $
    5,727State income tax expense, net of federal income tax benefit
    
    
    214
    
    
    
    426
    
    
    
    424
    
    
    
    542Other, net
    
    
    (45
    )
    
    
    69
    
    
    
    (27
    )
    
    
    84Total expense
    
    $
    2,478
    
    
    $
    4,987
    
    
    $
    4,937
    
    
    $
    6,353
     10




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
 7.
    
    Net Earnings per Common Share
   Second Quarter
    
    
    First HalfFiscal 2011
    
    
    Fiscal 2010
    
    
    Fiscal 2011
    
    
    Fiscal 2010Numerator:Net earnings
    
    $
    4,312
    
    
    $
    8,226
    
    
    $
    8,416
    
    
    $
    10,490Denominator:Weighted-average common shares outstanding
    
    
    11,090
    
    
    
    10,857
    
    
    
    11,067
    
    
    
    10,836Effect of potentially dilutive securities: stock options and RSUs
    
    
    130
    
    
    
    185
    
    
    
    127
    
    
    
    145Weighted-average common shares outstanding, assuming dilution
    
    
    11,220
    
    
    
    11,042
    
    
    
    11,194
    
    
    
    10,981Basic net earnings per common share
    
    $
    0.39
    
    
    $
    0.76
    
    
    $
    0.76
    
    
    $
    0.97Diluted net earnings per common share
    
    $
    0.38
    
    
    $
    0.74
    
    
    $
    0.75
    
    
    $
    0.96
  8.
    
    Employee Retirement Plans
   Second Quarter
    
    
    First HalfFiscal 2011
    
    
    Fiscal 2010
    
    
    Fiscal 2011
    
    
    Fiscal 2010Service cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9Interest cost
    
    
    494
    
    
    
    571
    
    
    
    986
    
    
    
    1,143Expected return on plan assets
    
    
    (511
    )
    
    
    (493
    )
    
    
    (1,021
    )
    
    
    (986
    )Net amortization
    
    
    315
    
    
    
    173
    
    
    
    631
    
    
    
    346Settlement loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185Total pension expense
    
    $
    298
    
    
    $
    251
    
    
    $
    596
    
    
    $
    697
  11




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
 9.
    
    Comprehensive Income
  Second Quarter
    
    
    First HalfFiscal 2011
    
    
    Fiscal 2010
    
    
    Fiscal 2011
    
    
    Fiscal 2010Net earnings
    
    $
    4,312
    
    
    $
    8,226
    
    
    $
    8,416
    
    
    $
    10,490Pension related adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (99
    )Total comprehensive income
    
    $
    4,312
    
    
    $
    8,226
    
    
    $
    8,416
    
    
    $
    10,391
  10.
    
    Changes in Equity
  Additional
    
    
    Accumulatedcapital in
    
    
    other
    
    
    
    
    
    
    NetCommon
    
    
    excess of par
    
    
    comprehensive
    
    
    Retained
    
    
    shareholdersshares
    
    
    value
    
    
    loss
    
    
    earnings
    
    
    equityBalance at July 3, 2010
    
    $
    10,930
    
    
    $
    19,195
    
    
    $
    (12,594
    )
    
    $
    37,065
    
    
    $
    54,596Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,416
    
    
    
    8,416Stock-based compensation expense
    
    
    
    
    
    
    766
    
    
    
    
    
    
    
    
    
    
    
    766Stock-based compensation tax benefit realized
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    122Restricted stock units vested and stock
options exercised
    
    
    109
    
    
    
    (295
    )
    
    
    
    
    
    
    
    
    
    
    (186
    )Dividends declared at $0.14 per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,571
    )
    
    
    (1,571
    )Balance at January 1, 2011
    
    $
    11,039
    
    
    $
    19,788
    
    
    $
    (12,594
    )
    
    $
    43,910
    
    
    $
    62,143
 11.
    
    Related Party Transactions
  12.
    
    Commitments and Contingent Liabilities
   12




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2011 and the Second Quarter and First Half of Fiscal 2010
(dollar amounts in thousands, except per share data)
 13.
    
    Subsequent events
   14.
    
    Recently Issued Accounting Standards
 Fair
Value Measurement and Disclosures
  13




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ITEM 2
    
     Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
   Results of Operations
     ®
  ®
   14




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Seasonality
  Looking ahead to the remainder of fiscal 2011 and beyond
  Liquidity and Capital Resources
    Operating Activities
   15




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
    
    The increase in net accounts receivable of $5.7 million and $11.9 million in the first
half of fiscal 2011 and the first half of fiscal 2010, respectively, primarily reflected
the seasonal nature of our business. The difference between the change for the first half
of 2011 and the change for the first half of fiscal 2010 reflected primarily the impact of
reduced shipments during the second quarter of fiscal 2011.
    
    Net inventories increased by $2.6 million and $8.3 million during the first half of
fiscal 2011 and fiscal 2010, respectively. The increase for the first half of fiscal 2011
was in line with the seasonal nature of our business. The increase for the first half of
fiscal 2010 reflected primarily a return to more normal inventory levels and the seasonal
nature of our business.
    
    Accounts payable increased by $3.4 million and $3.5 million during the first half of
fiscal 2011 and fiscal 2010, 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 decreased by $2.0 million during the first half of fiscal 2011 and
increased by $2.2 million during the first half of fiscal 2010. The decrease in accrued
expenses in the first half of fiscal 2011 was primarily due to lower incentive bonus
accruals during fiscal 2011 as compared to the first half of fiscal 2010. The increase in
accrued expenses during the first half of fiscal 2010 was primarily due to higher income
tax accruals and higher incentive bonus accruals as compared to the first half of fiscal
2009.
 Investing Activities
  Financing Activities
  2011 Liquidity
   16




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Bank Facility
  July to December
    
    
    January to JuneFiscal 2011
    
    $10 million
    
    $5 millionFiscal 2012
    
    $8 million
    Other Long-Term Indebtedness and Current Installments of Long-Term Debt
 Item 8  Financial Statements and
Supplementary Data.
 Contractual Obligations
 Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations
 Critical Accounting Policies and Use of Significant Estimates
  Item 8  Financial Statements
and Supplementary Data. Form 10-K.
  17




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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.
   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 first half of fiscal 2011 and the first
half of fiscal 2010, there were no significant write-downs to inventory recorded.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. U.S. GAAP principles require that a position taken or expected to be taken in
a tax return be recognized in the financial statements when it is more likely than not
(i.e., a likelihood of more than fifty percent) that the position would be sustained upon
examination by tax authorities. A recognized tax position is then measured at the largest
amount of benefit that has a greater than fifty percent likelihood of being realized upon
settlement. 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 first half of fiscal 2011 or at
the end of fiscal 2010 at the Federal, state or local tax levels.d)
    
    We make 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.
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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
Note (1) of the Notes to Consolidated Financial Statements in Item 8  Financial
Statements and Supplementary Data. of Part II of our 2010 Form 10-K.
  Recently Issued Accounting Standards
  
 ITEM 3
    
     Quantitative and Qualitative Disclosures About Market Risk
      
 ITEM 4
    
     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 the Company 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
  19




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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.
    20




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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.
    
    [Reserved]
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
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##### Table of Contents



R.G. BARRY CORPORATION
RegistrantDate: February 9, 2011
    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
    
    Location3.1
    
    
    Certificate of Amendment by Shareholders to the Articles of
Incorporation of R.G. Barry Corporation (as filed with the Ohio
Secretary of State on November 5, 2010)
    
    Incorporated herein
by reference to
Exhibit 3.1 to the
Current Report on
Form 8-K of R.G.
Barry Corporation,
dated and filed
November 8, 2010 (SEC File No.
001-08769)3.2
    
    
    Articles of Incorporation of R.G. Barry Corporation (reflecting all
amendments filed with the Ohio Secretary of State) [for purposes of
SEC reporting compliance only  not filed in this form with Ohio
Secretary of State]
    
    Incorporated herein
by reference to
Exhibit 3.2 to the
Quarterly Report on
Form 10-Q of R.G.
Barry Corporation
for the quarterly
period ended
October 2, 2010 (SEC File No.
001-08769)10.1
    
    
    R.G. Barry Corporation Board of Directors Compensation Program
(adopted by Board of Directors approval at the September 2, 2010
meeting of the Board of Directors, to be in effect with the November
4, 2010 Annual Meeting of Shareholders)
    
    Incorporated herein
by reference to
Exhibit 10.1 to the
Quarterly Report on
Form 10-Q of R.G.
Barry Corporation
for the quarterly
period ended
October 2, 2010 (SEC File No. 001-08769)10.2
    
    
    Change in Control Agreement between R.G. Barry Corporation and Jose
Ibarra, made to be effective as of January 7, 2011
    
    Incorporated herein
by reference to
Exhibit 10.1 to the
Current Report on
Form 8-K of R.G.
Barry Corporation,
dated and filed
January 13, 2011 (SEC File No.
001-08769)10.3
    
    
    Change in Control Agreement between R.G. Barry Corporation and Lee
Smith, made to be effective as of January 7, 2011
    
    Incorporated herein
by reference to
Exhibit 10.2 to the
Current Report on
Form 8-K of R.G.
Barry Corporation,
dated and filed
January 13, 2011 (SEC File No.
001-08769)10.4
    
    
    Change in Control Agreement between R.G. Barry Corporation and Glenn
Evans, made to be effective as of January 7, 2011
    
    Incorporated herein
by reference to
Exhibit 10.3 to the
Current Report on
Form 8-K of R.G.
Barry Corporation,
dated and filed
January 13, 2011 (SEC File No.
001-08769)
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Exhibit No.
    
    Description
    
    Location10.5
    
    
    Change in Control Agreement between R.G. Barry Corporation and Greg
Ackard, made to be effective as of January 7, 2011
    
    Incorporated herein
by reference to
Exhibit 10.4 to the
Current Report on
Form 8-K of R.G.
Barry Corporation,
dated and filed
January 13, 2011 (SEC File No.
001-08769)31.1
    
    
    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
  24