1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 TO FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 1, 1997 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 0-12628 CML GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 04-2451745 (State of Incorporation) (IRS Employer Identification Number) 524 Main Street, Acton, Massachusetts 01720 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 264-4155 Not Applicable (Former name, former address and former fiscal year if changed since last report.) 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 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 --- Number of shares outstanding of each of the issuer's classes of common stock: 49,767,249 shares of common stock, $.10 par value, as of March 6, 1997. ================================================================================ 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 1997 as set forth in the pages attached hereto: The Exhibit Index referred to in Paragraph (a) of "Item 6: Exhibits and Reports on Form 8-K" is hereby amended and replaced in its entirety by the Exhibit Index following the signature page to this Amendment No. 1 on Form 10-Q/A. The registrant is also filing Amendment Numbers 1, 2, 3 and 4 to its revolving credit agreement as exhibits to this Amendment No. 1 on Form 10-Q/A. 3 Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. CML GROUP, INC. Date: May 13, 1997 By: /s/ Paul J. Bailey ------------------ Paul J. Bailey Controller 4 EXHIBIT INDEX Page No. -------- 11 -- Statement Regarding Computation of Earnings (Loss) Per Share * 27 -- Financial Data Schedule * 10(a) -- Amendment No. 1 to the Revolving Credit Agreement, dated as of April 17, 1996, among CML Group, Inc., NordicTrack, Inc., Nordic Advantage, Inc., OTNC, Inc., Smith & Hawken, Ltd., Biscuit Factory Publications, Incorporated, The First National Bank of Boston and BankAmerica Business Credit, Inc. 10(b) -- Amendment No. 2 to the Revolving Credit Agreement, dated as of April 17, 1996, among CML Group, Inc., NordicTrack, Inc., Nordic Advantage, Inc., Smith & Hawken, Ltd., Biscuit Factory Publications, Incorporated, The First National Bank of Boston and BankAmerica Business Credit, Inc. 10(c) -- Amendment No. 3 to the Revolving Credit Agreement, dated as of April 17, 1996, among CML Group, Inc., NordicTrack, Inc., Nordic Advantage, Inc., Smith & Hawken, Ltd., Biscuit Factory Publications, Incorporated, The First National Bank of Boston and BankAmerica Business Credit, Inc. 10(d) -- Amendment No. 4 to the Revolving Credit Agreement, dated as of April 17, 1996, among CML Group, Inc., NordicTrack, Inc., Nordic Advantage, Inc., Smith & Hawken, Ltd., Biscuit Factory Publications, Incorporated, The First National Bank of Boston and BankAmerica Business Credit, Inc. - ------------ *Previously filed