UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1998
OR
[ ] 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 0-26374
PLAY BY PLAY TOYS & NOVELTIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2623760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 TEJASCO, SAN ANTONIO, TEXAS 78218-0267
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (210) 829-4666
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The registrant had 7,253,800 shares of common stock, no par value, outstanding
as of March 12, 1998.
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.......................................3
Signatures.....................................................................5
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The following item of Play By Play Toys & Novelties, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended January 31, 1998, along with Exhibits 10.13 and
10.14 thereto, are hereby amended. Such item and exhibits are set forth herein
in their entirety, as amended. The other exhibits, which are not being amended,
are not being filed with this Amendment.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FROM 8-K
(a) Exhibits:
3.1 Amended Articles of Incorporation of the Company (filed as Exhibit 3.1
to the Registration Statement on Form S-1 (File No. 33-92204)
incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
Registration Statement on Form S-1 (File No. 33-92204) incorporated
herein by reference).
4.1 Specimen of Common Stock Certificate (filed as Exhibit 4.1 to the
Registration Statement on Form S-1 (File No. 33-92204) incorporated
herein by reference).
4.2 Form of Warrant Agreement and Form of Warrant (filed as Exhibit 4.2 to
the Registration Statement on Form S-1 (File No. 33-92204) incorporated
herein by reference).
4.3 Form of Play By Play Toys & Novelties, Inc. Grant of Incentive Stock
Option (filed as Exhibit 4.3 to the Registration Statement on Form S-1
(File No. 33-92204) incorporated herein by reference).
4.4 Form of Play By Play Toys & Novelties, Inc. Non-qualified Stock Option
Agreement (filed as Exhibit 4.4 to the Registration Statement on Form
S-1 (File No. 33-92204), incorporated herein by reference).
4.5 Warrant to Purchase Common Stock issued by the Registrant to Ace Novelty
Co., Inc. (filed as Exhibit 4 to Form 8-K (Date of Event: May 1, 1996),
incorporated herein by reference).
10.1 Play By Play Toys & Novelties, Inc. 1994 Incentive Plan (filed as
Exhibit 10.1 to the Registration Statement on Form S-1 (File No.
33-92204) incorporated herein by reference).
10.2 Credit Agreement dated June 20, 1996, among the Registrant, Ace Novelty
Acquisition Co., Inc., Newco Novelty, Inc. and Chemical Bank, as agent
for the lenders (filed as Exhibit 10.1 to Form 8-K (Date of Event: May
1, 1996) incorporated herein by reference).
10.3 Promissory Note dated June 20, 1996, of Ace Novelty Acquisition Co.,
Inc. payable to the order of Ace Novelty Co., Inc. in the principal sum
of $2,900,000 (filed as Exhibit 2.1 to Form 8-K (Date of Event: May 1,
1996) incorporated herein by reference).
10.4 Employment agreement dated November 4, 1996, between the Registrant and
Raymond G. Braun, as amended by Amendment No.1 to Employment agreement
dated August 29, 1997 (filed as Exhibit 10.4 to Form 10-K for the year
ended July 31, 1997, and incorporated herein by reference).
10.5 Non-Qualified Stock Option agreement dated November 4, 1996, between the
Registrant and Raymond G. Braun, as amended by Amendment No. 1 dated
August 29, 1997 (filed as Exhibit 10.5 to Form 10-K for the year ended
July 31, 1997, and incorporated herein by reference).
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
10.6 Employment agreement dated May 2, 1996, between the Registrant and Saul
Gamoran, as amended by Amendment No. 1 dated May 16, 1996 (filed as
Exhibit 10.6 to Form 10-K for the year ended July 31, 1997, and
incorporated herein by reference).
10.7 Employment agreement dated June 20, 1997, between the Registrant and
James A. Weisfield (filed as Exhibit 10.7 to Form 10-K for the year
ended July 31, 1997, and incorporated herein by reference).
10.8 Subordinated Convertible Debenture Agreements dated July 3, 1997,
between the Registrant and each of Renaissance Capital Growth and Income
Fund III, Inc., Renaissance U.S. Growth and Income Trust PLC and Banc
One Capital Partners II, Ltd. (the "Convertible Lenders") (filed as
Exhibit 10.8 to Form 10-K for the year ended July 31, 1997, and
incorporated herein by reference).
10.9 Convertible Loan Agreement dated July 3, 1997, among the Registrant, the
Convertible Lenders and Renaissance Capital Group, Inc (filed as Exhibit
10.9 to Form 10-K for the year ended July 31, 1997, andincorporated
herein by reference).
10.10 License Agreement dated March 22, 1994 by and between Warner Bros., a
division of Time Warner Entertainment, L.P., and the Registrant (as
successor by assignment to Ace Novelty, Inc.) (filed as Exhibit 10.10 to
Form 10-K for the year ended July 31, 1997, and incorporated herein by
reference).
10.11 License Agreement dated March 22, 1996 by and between Warner Bros., a
division of Time Warner Entertainment, L.P., and the Registrant (as
successor by assignment to Ace Novelty, Inc.) (filed as Exhibit 10.11 to
Form 10-K for the year ended July 31, 1997, and incorporated herein by
reference).
10.12 License Agreement dated September 10, 1997 by and between Warner Bros.,
a division of Time Warner Entertainment, L.P., and the Registrant (filed
as Exhibit 10.12 to Form 10-K for the year ended July 31, 1997, and
incorporated herein by reference).
10.13 License Agreement dated January 1, 1998 by and between Warner Bros., a
division of Time Warner Entertainment, L. P. and the Registrant (Certain
portions of this exhibit have been omitted and filed separately with the
Commission based upon a request for confidential treatment).+
10.14 License Agreement dated January 1, 1998 by and between Warner Bros., a
division of Time Warner Entertainment, L. P. and the Registrant (Certain
portions of this exhibit have been omitted and filed separately with the
Commission based upon a request for confidential treatment).+
*10.15 Amendment dated January 14, 1998 to License Agreement dated September
10, 1997 by and between Warner Bros., a division of Time Warner
Entertainment, L.P. and the Registrant (Certain portions of this exhibit
have been omitted and filed separately with the Commission based upon a
request for confidential treatment).+
*27.0 Financial Data Schedule
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+ Certain portions of this exhibit have been omitted and filed separately with
the Commission based upon a request for confidential treatment.
* Filed previously.
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
PLAY BY PLAY TOYS & NOVELTIES, INC.
Date: July 23, 1998 By:/s/ RAYMOND G. BRAUN
Raymond G. Braun
Chief Financial Officer
(Principal Financial and
Accounting Officer and
Authorized Officer)
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