##### 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 March 28, 2009
 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 o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 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
    
    
    19ITEM 4T  Controls and Procedures
    
    
    19PART 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
    
    
    20ITEM 6  Exhibits
    
    
    20SIGNATURES
    
    
    21INDEX TO EXHIBITS
    
    
    22EX-31.1EX-31.2EX-32.1
  2




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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
  Definitions
  Fiscal 2009
    
    52 weeks ending June 27, 2009Fiscal 2008
    
    52 weeks ended June 28, 20082006 transition period
    
    26 weeks ending July 1, 2006Nine months of fiscal 2009
    
    39 weeks ended March 28, 2009Nine months of fiscal 2008
    
    39 weeks ended March 29, 2008Third quarter of fiscal 2009
    
    13 weeks ended March 28, 2009Third quarter of fiscal 2008
    
    13 weeks ended March 29, 2008
 3




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##### Table of Contents



March 28, 2009
    
    
    June 28, 2008ASSETSCash and cash equivalents
    
    $
    12,345
    
    
    $
    14,210Short-term investments
    
    
    22,753
    
    
    
    11,870Accounts receivable (less allowances of $3,897 and $1,885, respectively)
    
    
    12,026
    
    
    
    12,653Inventory
    
    
    11,494
    
    
    
    10,842Deferred tax assets  current
    
    
    603
    
    
    
    4,344Prepaid expenses
    
    
    765
    
    
    
    1,557Total current assets
    
    
    59,986
    
    
    
    55,476Property, plant and equipment, at cost
    
    
    11,203
    
    
    
    10,059Less accumulated depreciation and amortization
    
    
    7,300
    
    
    
    6,910Net property, plant and equipment
    
    
    3,903
    
    
    
    3,149Deferred tax assets  noncurrent
    
    
    5,994
    
    
    
    6,111Other assets
    
    
    3,065
    
    
    
    3,207Total assets
    
    $
    72,948
    
    
    $
    67,943LIABILITIES AND SHAREHOLDERS EQUITYShort-term notes payable
    
    $
    2,200
    
    
    $
    2,200Current installments of long-term debt
    
    
    90
    
    
    
    84Accounts payable
    
    
    3,056
    
    
    
    4,164Accrued expenses
    
    
    2,245
    
    
    
    3,303Total current liabilities
    
    
    7,591
    
    
    
    9,751Long-term debt, excluding current installments
    
    
    119
    
    
    
    187Accrued retirement costs and other
    
    
    11,314
    
    
    
    11,976Total liabilities
    
    
    19,024
    
    
    
    21,914Shareholders 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 10,587 and 10,548 shares, respectively
(excluding treasury shares of 1,014 and 1,005, respectively)
    
    
    10,587
    
    
    
    10,548Additional capital in excess of par value
    
    
    16,382
    
    
    
    15,763Accumulated other comprehensive loss
    
    
    (5,307
    )
    
    
    (5,352
    )Retained earnings
    
    
    32,262
    
    
    
    25,070Total shareholders equity
    
    
    53,924
    
    
    
    46,029Total liabilities and shareholders equity
    
    $
    72,948
    
    
    $
    67,943
  4




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Third Quarter
    
    
    Nine MonthsFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Net sales
    
    $
    21,130
    
    
    $
    20,236
    
    
    $
    95,612
    
    
    $
    90,921Cost of sales
    
    
    14,044
    
    
    
    12,248
    
    
    
    59,082
    
    
    
    53,132Gross profit
    
    
    7,086
    
    
    
    7,988
    
    
    
    36,530
    
    
    
    37,789Selling, general and administrative expenses
    
    
    7,127
    
    
    
    7,067
    
    
    
    25,383
    
    
    
    24,672Operating profit (loss)
    
    
    (41
    )
    
    
    921
    
    
    
    11,147
    
    
    
    13,117Other income
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    50Interest income, net
    
    
    226
    
    
    
    242
    
    
    
    443
    
    
    
    420Earnings, before income taxes
    
    
    185
    
    
    
    1,163
    
    
    
    11,605
    
    
    
    13,587Income tax expense (benefit)
    
    
    62
    
    
    
    (45
    )
    
    
    4,327
    
    
    
    4,531Net earnings
    
    $
    123
    
    
    $
    1,208
    
    
    $
    7,278
    
    
    $
    9,056Net earnings per common shareBasic
    
    $
    0.01
    
    
    $
    0.12
    
    
    $
    0.69
    
    
    $
    0.87Diluted
    
    $
    0.01
    
    
    $
    0.11
    
    
    $
    0.68
    
    
    $
    0.85Average number of common shares outstandingBasic
    
    
    10,622
    
    
    
    10,484
    
    
    
    10,609
    
    
    
    10,435Diluted
    
    
    10,738
    
    
    
    10,663
    
    
    
    10,727
    
    
    
    10,669
  5




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Nine Months
    
    
    Nine MonthsFiscal 2009
    
    
    Fiscal 2008Operating activities:Net earnings
    
    $
    7,278
    
    
    $
    9,056Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization
    
    
    536
    
    
    
    442Deferred income tax expense
    
    
    3,883
    
    
    
    4,309Stock-based compensation expense
    
    
    664
    
    
    
    510Loss on disposal of property, plant and equipment, net
    
    
    
    
    
    
    24Changes in:Accounts receivable
    
    
    627
    
    
    
    (695
    )Inventory
    
    
    (652
    )
    
    
    579Prepaid expenses and other
    
    
    934
    
    
    
    (10
    )Accounts payable
    
    
    (1,116
    )
    
    
    (2,021
    )Accrued expenses
    
    
    (727
    )
    
    
    (1,121
    )Accrued retirement costs and other, net
    
    
    (1,126
    )
    
    
    (699
    )Net cash provided by operating activities
    
    
    10,301
    
    
    
    10,374Investing activities:Purchases of short-term investments
    
    
    (10,883
    )
    
    
    (15,000
    )Purchases of property, plant and equipment, net
    
    
    (1,284
    )
    
    
    (1,251
    )Proceeds from sale of subsidiary, net
    
    
    
    
    
    
    72Net cash used in investing activities
    
    
    (12,167
    )
    
    
    (16,179
    )Financing activities:Repayment of short-term and long-term debt
    
    
    (63
    )
    
    
    (58
    )Proceeds from common shares issued, net
    
    
    64
    
    
    
    659Net cash provided by financing activities
    
    
    1
    
    
    
    601Net decrease in cash and cash equivalents
    
    
    (1,865
    )
    
    
    (5,204
    )Cash and cash equivalents at the beginning of the period
    
    
    14,210
    
    
    
    18,207Cash and cash equivalents at the end of the period
    
    $
    12,345
    
    
    $
    13,003
  6




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Third Quarter and Nine Months of Fiscal 2009 and the Third Quarter and Nine Months of Fiscal 2008
(dollar amounts in thousands, except per share data)
       Fair Value Measurements
   Share-Based Payment
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R G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Third Quarter and Nine Months of Fiscal 2009 and the Third Quarter and Nine Months of Fiscal 2008
(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 June 28, 2008
    
    
    212,600
    
    
    
    238,200
    
    
    $
    5.23Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (18,200
    )
    
    
    
    
    
    
    3.78Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding at March 28, 2009
    
    
    194,400
    
    
    
    238,200
    
    
    $
    5.19Options exercisable at March 28, 2009
    
    
    191,400
    
    
    
    238,200
  Number ofcommon shares
    
    
    Grant Dateunderlying RSUs
    
    
    Fair ValueNonvested at June 28, 2008
    
    
    190,900
    
    
    $
    7.94Granted
    
    
    149,800
    
    
    $
    6.42Vested
    
    
    (29,200
    )
    
    $
    8.23Forfeited/Cancelled
    
    
    (4,700
    )
    
    $
    8.49Nonvested at March 28, 2009
    
    
    306,800
    
    
    $
    7.30
   8




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Third Quarter and Nine Months of Fiscal 2009 and the Third Quarter and Nine Months of Fiscal 2008
(dollar amounts in thousands, except per share data)
   Third Quarter
    
    
    Third Quarter
    
    
    Nine Months
    
    
    Nine MonthsFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Computed expected tax expense
    
    $
    63
    
    
    $
    432
    
    
    $
    3,946
    
    
    $
    4,656State income tax expense, net of federal income tax
    
    
    6
    
    
    
    78
    
    
    
    375
    
    
    
    457Deferred tax benefit true-up adjustment
    
    
    
    
    
    
    (524
    )
    
    
    
    
    
    
    (524
    )Other, net
    
    
    (7
    )
    
    
    (31
    )
    
    
    6
    
    
    
    (58
    )Total expense
    
    $
    62
    
    
    $
    (45
    )
    
    $
    4,327
    
    
    $
    4,531
  Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109
     Third Quarter
    
    
    Third Quarter
    
    
    Nine Months
    
    
    Nine MonthsFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Numerator:Net earnings
    
    $
    123
    
    
    $
    1,208
    
    
    $
    7,278
    
    
    $
    9,056Denominator:Weighted-average common shares outstanding
    
    
    10,622
    
    
    
    10,484
    
    
    
    10,609
    
    
    
    10,435Effect of potentially dilutive securities: stock options and RSUs
    
    
    116
    
    
    
    179
    
    
    
    118
    
    
    
    234Weighted-average common shares outstanding, assuming dilution
    
    
    10,738
    
    
    
    10,663
    
    
    
    10,727
    
    
    
    10,669Basic net earnings per common share
    
    $
    0.01
    
    
    $
    0.12
    
    
    $
    0.69
    
    
    $
    0.87Diluted net earnings per common share
    
    $
    0.01
    
    
    $
    0.11
    
    
    $
    0.68
    
    
    $
    0.85
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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Third Quarter and Nine Months of Fiscal 2009 and the Third Quarter and Nine Months of Fiscal 2008
(dollar amounts in thousands, except per share data)
    March 28, 2009
    
    
    June 28, 2008Raw materials
    
    $
    156
    
    
    $
    72Finished goods
    
    
    11,338
    
    
    
    10,770Total inventory
    
    $
    11,494
    
    
    $
    10,842
   Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R)
 Before
    
    
    Effect of
    
    
    Afterapplication of
    
    
    applying
    
    
    application ofSFAS No. 158
    
    
    SFAS No. 158
    
    
    SFAS No. 158Assets:Deferred tax assets-noncurrent
    
    $
    5,970
    
    
    $
    24
    
    
    $
    5,994Liabilities and shareholders equity:Accrued retirement cost and other
    
    $
    11,249
    
    
    $
    65
    
    
    $
    11,314Accumulated other comprehensive loss
    
    
    (5,352
    )
    
    
    45
    
    
    
    (5,307
    )Retained earnings
    
    
    32,348
    
    
    
    (86
    )
    
    
    32,262Total liabilities and shareholders equity affected
    
    $
    38,245
    
    
    $
    24
    
    
    $
    38,269
   Third Quarter
    
    
    Third Quarter
    
    
    Nine Months
    
    
    Nine MonthsFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Service cost
    
    $
    12
    
    
    $
    11
    
    
    $
    34
    
    
    $
    33Interest cost
    
    
    606
    
    
    
    573
    
    
    
    1,816
    
    
    
    1,719Expected return on plan assets
    
    
    (551
    )
    
    
    (539
    )
    
    
    (1,653
    )
    
    
    (1,617
    )Net amortization
    
    
    71
    
    
    
    106
    
    
    
    213
    
    
    
    319Total pension expense
    
    $
    138
    
    
    $
    151
    
    
    $
    410
    
    
    $
    454
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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Third Quarter and Nine Months of Fiscal 2009 and the Third Quarter and Nine Months of Fiscal 2008
(dollar amounts in thousands, except per share data)
   Third Quarter
    
    
    Third Quarter
    
    
    Nine Months
    
    
    Nine MonthsFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Net earnings
    
    $
    123
    
    
    $
    1,208
    
    
    $
    7,278
    
    
    $
    9,056Pension related adjustments
    
    
    
    
    
    
    
    
    
    
    (40
    )
    
    
    (124
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )Total comprehensive income
    
    $
    123
    
    
    $
    1,208
    
    
    $
    7,238
    
    
    $
    8,567
        Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R),
 , Fair Value Measurements
 11




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Third Quarter and Nine Months of Fiscal 2009 and the Third Quarter and Nine Months of Fiscal 2008
(dollar amounts in thousands, except per share data)
 Application of
FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13, Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active. Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly. Accounting for Leases .
 Other Than Temporary Impairment of Certain Investments
in Debt and Equity Securities.
 Business Combinations, Noncontrolling Interests in Consolidated Financial Statements- an amendment of ARB
No.151. Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise From Contingencies.
 Employers Disclosures about Postretirement
Benefit Plan Assets. Employers
Disclosures about Pensions and Other Postretirement Benefits
 12




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Introduction
   Results of Operations
      13




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Seasonality
  Looking ahead to the remainder of fiscal 2009 and beyond
  Liquidity and Capital Resources
   14




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Operating Activities
     §
    
    Net accounts receivable decreased by $600 thousand in fiscal 2009 and increased by $700
thousand in fiscal 2008. The change in net accounts receivable during these reporting periods
primarily reflected the timing of shipments of finished goods inventory to our customers,
consistent with the seasonality of our business, and the timing of customer deductions for
promotions and other allowances.
 §
    
    Net inventories increased by $700 thousand during the first nine months of fiscal 2009, due
to the timing of purchases of finished goods inventory from third-party manufacturers and
shipments of products during this period as compared to the first nine months of fiscal 2008.
Net inventories decreased by $600 thousand during the first nine months of fiscal 2008 due to
the timing factors as described above.
 §
    
    Accounts payable decreased by $1.1 million and $2.0 million during the first nine months of
fiscal 2009 and the first nine months of fiscal 2008, respectively. These changes were due
primarily to the timing of purchases and payment for finished goods inventory, which were in
line with the seasonality of our business.
 §
    
    Accrued expenses decreased during the first nine months of fiscal 2009 and the first nine
months of fiscal 2008 by $700 thousand and $1.1 million, respectively. The decreases in
accrued expenses were due primarily to payment during the respective periods of our incentive
bonus, which had been accrued at each of the preceding fiscal year ends.
 Investing Activities
  15




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Financing activities
  2009 Liquidity
   Bank Facility
  Year 1  $20 million from July 1, 2007 to December 31, 2007; $5 million from January 1, 2008 to June 30, 2008;Year 2  $16 million from July 1, 2008 to December 31, 2008; $5 million from January 1, 2009 to June 30, 2009; andYear 3  $12 million from
July 1, 2009 to December 31, 2009; $5 million from
January 1, 2010 to March 31, 2010
  Other Long-Term Indebtedness and Current Installments of Long-Term Debt
  Contractual Obligations
  Critical Accounting Policies and Use of Significant Estimates
  16




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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.
 In certain circumstances, we sell products to customers under special 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 third quarter and nine months of fiscal 2009, we recorded favorable
adjustments of $185 thousand and $484 thousand, respectively, related to our customer
incentive reserves of $1.9 million established at June 28, 2008. These favorable adjustments
were associated with various customers primarily in the department store channel and resulted
from sell-through rates that were better than anticipated in our fiscal 2008 year-end
estimates.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 third quarter and the nine months of
fiscal 2009, there were no significant write-downs recorded to inventory.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 refund of federal income taxes due to our net operating loss
carryforward position, and our projections of future profits. 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
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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 third quarter of fiscal 2009, the end of the third quarter of
fiscal 2008, or the end of fiscal 2008 at either the state or federal tax levels.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 2008 Form 10-K.
  Recently Issued Accounting Standards
  
    18




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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; andc.
    
    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.
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R.G. BARRY CORPORATION
RegistrantDate: May 5, 2009
    By:
    /s/ José G. IbarraJosé G. IbarraSenior Vice President  Finance, Chief Financial

Officer and Secretary (Principal Financial Officer)

(Duly Authorized Officer) 21




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Exhibit No.
    
    Description
    
    Location10.1
    
    Summary of Pamela Gentile Confidential Negotiated Severance
Agreement, General Release and Covenant Not To Sue entered into on
January 8, 2009 by R.G. Barry Corporation and Pamela A. Gentile.
    
    Incorporated herein
by reference to the
discussion under
Item
5.02-Departure of
Directors or
Certain Officers;
Election of
Directors;
Appointment of
Certain Officers;
Compensatory
Arrangements of
Certain Officers
of R.G. Barry
Corporations
Current Report on
Form 8-K dated and
filed January 14,
2009 (File No.
001-8769).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
 22