Gargoyles Inc Watch

from 8-K ~50 pages Underwriting agreement

from 8-K ~50 pages Underwriting agreement

from NT 10-K 1 page <page> Exhibit 1 March 30, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington D.C. 20549 Gentlemen: This Letter Is Written in Response to the Requirement of Rule 12b-25(c) Under the Securities and Exchange Act of 1934 and in Satisfaction of Item (C) of Part II of Form 12b-25. We Are the Independent Auditors of Gargoyles, Inc. (The "Registrant"). the Registrant Has Stated in Part III of Its Filing on Form 12b-25 That It Is Unable to Timely File, Without Unreasonable Effort or Expense, Its Annual Report on Form 10-K for the Year Ended December 31, 1998 Because Our Firm Has Not Yet Completed Our Audit of the Financial Statements of the Registrant for the Year Ended December 31, 1998 and Is Therefore Unable to Furnish the Required Opinion on Such Financial Statements. We Hereby Advise You That We Have Read the Statements Made by the Registrant in Part III of Its Filing on Form 12b-25 and Agree With the Statements Made Therein. We Are Unable to Complete Our Audit of the Registrant's Financial Statements and Furnish the Required Opinion on a Timely Filing as We Were Not Provided Access to the Predecessor Auditor's Working Papers Until March 23, 1999 And, as a Result, Have Not Yet Had Sufficient Time to Complete the Auditing Procedures Which We Consider Necessary in the Circumstances. Very Truly Yours, Bdo Seidman, Llp

from NT 10-K 1 page <page> 1 Exhibit 1 March 31, 1998 Mr. Leo Rosenberger Chief Executive Officer Gargoyles, Inc. 20121 48th Avenue West Lynnwood, Wa 98036 Dear Leo, in Accordance With the Notification to the Securities and Exchange Commission (The "Commission") on Form 12b-25 of Gargoyles, Inc.'s (The "Company") Inability to Timely File Its Complete Annual Report on Form 10-K for the Year Ended December 31, 1997 ("1997 10-K"), the Factors Described in the Succeeding Paragraph Make Impractical the Submission of Our Report as of a Date Which Will Permit Timely Filing of Your Complete 1997 10-K to the Commission. the Company Is in the Process of Finalizing an Amended Credit Facility With Its Primary Lender and Reached an Agreement in Principle With Its Lender on March 31, 1998. the Terms of the Amended Credit Facility Will Require Substantial Analysis by the Company to Determine Its Effect on the Financial Statements and Other Disclosures in the 1997 10-K. We Will Not Be Able to Complete Our Audit Procedures, and Issue Our Related Report, Until the Company Has Finalized the Preparation of Its Financial Statements and Related Disclosures. You Are Authorized to Attach a Copy of This Letter as an Exhibit to Form 12b-25 to the Commission. Very Truly Yours /S/ Ernst & Young Llp Ernst & Young Llp

from S-1/A ~20 pages Underwriting Agreement