1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number: 0-21878
CYRK, INC.
(Exact name of registrant as specified in charter)
DELAWARE 04-3081657
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3 POND ROAD
GLOUCESTER, MASSACHUSETTS 01930
(Address of principal executive offices)
(978) 283-5800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class Name of Exchange on Which Registered
- ---------------------------------------- --------------------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE THE NASDAQ STOCK MARKET
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At April 2, 1999, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $80,318,544.
At April 2, 1999, 15,494,204 shares of the registrant's common stock were
outstanding.
2
This Amendment No. 2 has been filed by the Company for the purpose of amending
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 to provide information required by item 11 of Part III of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Item 11 is restated in its entirety as follows:
EXECUTIVE COMPENSATION
The following table sets forth the compensation the Company paid or accrued for
services rendered in 1998, 1997 and 1996, respectively, by the Chief Executive
Officer and the other four executive officers of the Company:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARD
----------------------------------- --------------------------------------
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
------------------ ---- ------ ----- ------------ ------ ------- ------------
Gregory P. Shlopak ............. 1998 $300,000 -- -- -- -- $ 2,751,072(2)
Former Chief Executive 1997 $300,000 -- -- -- 230,000 $ 413,962
Officer(1) 1996 $300,000 -- -- -- -- $ 415,407
Patrick D. Brady ............... 1998 $300,000 $250,000 -- -- -- $ 252,153(3)
Chief Executive Officer, 1997 $300,000 -- -- -- 230,000 $ 253,647
Chief Operating Officer 1996 $300,000 -- -- -- -- $ 257,989
and President
Terry B. Angstadt .............. 1998 $189,999 $ 48,450 -- -- 15,000 $ 23,124(4)
Executive Vice President 1997 $185,096 $ 50,000 -- -- 55,000 $ 27,129
1996 $175,000 -- -- -- 42,500 $ 26,156
Dominic F. Mammola ............. 1998 $206,346 $125,000 -- -- 15,000 $ 22,308(5)
Executive Vice President 1997 $185,096 $ 50,000 -- -- 70,000 $ 25,750
and Chief Financial Officer 1996 $166,635 $ 25,000 -- -- 10,000 $ 22,828
Ted L. Axelrod(6) .............. 1998 $200,000 $125,000 -- -- 15,000 $ 15,095(7)
Executive Vice President 1997 $200,000 $155,000 -- -- 27,500 $ 17,652
- ------------------------------------------
(1) Effective December 31, 1998 and pursuant to a Severance Agreement with
the Company, Mr. Shlopak resigned as Chief Executive Officer and
Chairman.
-2-
3
(2) Represents (i) $4,800 contributed by the Company to the Company's
401(k) plan on behalf of Mr. Shlopak, (ii) $42,792 in premiums paid by
the Company with respect to the cash surrender value benefit payable to
Mr. Shlopak's estate under certain reverse split-dollar life insurance
policies, (iii) $370,990, such amount representing the benefit to Mr.
Shlopak of the payment by the Company in 1998 of premiums with respect
to certain split-dollar life insurance policies, calculated as the
present value of an interest-free loan of the premiums to Mr. Shlopak
over his present actuarial life expectancy or, in the case of two of
the policies which are survivorship policies, the actuarial life
expectancy of the later to die of Mr. Shlopak and his wife (See
"Insurance Arrangements") and (iv) $2,332,490, such amount representing
the aggregate value of cash and benefits paid and payable to Mr.
Shlopak pursuant to a Severance Agreement between Mr. Shlopak and the
Company dated December 31, 1998 pursuant to which Mr. Shlopak resigned
as Chief Executive Officer and Chairman.
(3) Represents (i) $4,800 contributed by the Company to the Company's
401(k) plan on behalf of Mr. Brady, (ii) $25,049 in premiums paid by
the Company with respect to the cash surrender value benefit payable to
Mr. Brady's estate under certain reverse split-dollar life insurance
policies, and (iii) 222,304, such amount representing the benefit to
Mr. Brady of the payment by the Company in 1998 of premiums with
respect to certain split-dollar life insurance policies, calculated as
the present value of an interest-free loan of the premiums to Mr. Brady
over his present actuarial life expectancy. See "Insurance
Arrangements".
(4) Represents (i) 4,800 contributed by the Company to the Company's 401(k)
plan on behalf of Mr. Angstadt and (ii) $18,324, the benefit to Mr.
Angstadt of the payment by the Company in 1998 with respect to a
split-dollar life insurance policy, calculated as the present value of
an interest-free loan of the premiums to Mr. Angstadt over his present
actuarial life expectancy. See "Insurance Arrangements".
(5) Represents (i) $4,800 contributed by the Company to the Company's
401(k) plan on behalf of Mr. Mammola and (ii) $17,508, the benefit to
Mr. Mammola of the payment by the Company in 1998 of premiums with
respect to a split-dollar life insurance policy, calculated as the
present value of an interest-free loan of the premium to Mr. Mammola
over his present actuarial life expectancy. See "Insurance
Arrangements".
(6) Mr. Axelrod joined the Company in July 1995 and became an executive
officer on September 24, 1997.
(7) Represents (i) $4,800 contributed by the Company to the Company's
401(k) plan on behalf of Mr. Axelrod and (ii) $10,295, the benefit to
Mr. Axelrod of the payment by the Company in 1998 of premiums with
respect to a split-dollar life insurance policy, calculated as the
present value of an interest-free loan of the premium to Mr. Axelrod
over his present actuarial life expectancy. See "Insurance
Arrangements".
-3-
4
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth certain information with respect to stock options
granted to each of the Company's executive officers during 1998.
Potential Realized Value at
Assumed Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(4)
----------------------------------------------------------- ------------------------------
Number of Percent of Total
Securities Options Granted
Underlying to Employees in Exercise Expiration
Name Options Granted(1) Fiscal Year(2) Price(3) Date 5% 10%
---- --------------- ----------- ----- ---- ---- ----
Gregory P. Shlopak -- -- -- -- -- --
Patrick D. Brady -- -- -- -- -- --
Terry B. Angstadt 15,000 4.7% $10.438 6/5/08 $98,430 $249,480
Dominic F. Mammola 15,000 4.7% $10.438 6/5/08 $98,430 $249,480
Ted L. Axelrod 15,000 4.7% $10.438 6/5/08 $98,430 $249,480
- -----------------------------------------
(1) These options become exercisable in three equal installments on the
first, second and third anniversaries of the date of grant.
(2) Based on an aggregate of 317,750 shares subject to options granted to
employees of the Company in 1998.
(3) The exercise price per share of each option was equal to the fair
market value of the Common Stock on the date of grant.
(4) The potential realizable value is calculated based on the term of the
option (ten years) at its date of grant. It is calculated by assuming
that the stock price on the date of grant appreciates at the indicated
annual rate compounded annually for the entire term of the option and
that the option is exercised and sold on the last day of its term for
the appreciated stock price. However, the optionee will not actually
realize any benefit from the option unless the market value of the
Company's stock price in fact increases over the option price.
-4-
5
AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth for each of the Company's executive officers
certain information regarding exercises of stock options during 1998 and stock
options held at the end of 1998.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
ACQUIRED UNEXERCISED OPTIONS OPTIONS AT
ON VALUE AT FISCAL YEAR-END FISCAL YEAR-END(1)
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- -------- ------------------------- -------------------------
Gregory P. Shlopak(2) -- -- -- --
Patrick D. Brady -- -- 76,667 / 153,333 --
Terry B. Angstadt(3) 27,285 $200,000 33,549 / 51,666 --
Dominic F. Mammola(4) 27,688 $199,998 5,646 / 61,666 --
Ted L. Axelrod(5) 30,214 $199,999 18,953 / 40,833 --
- ------------------------------------
(1) This "value" is the difference between the market price of the Common
Stock subject to the options on December 31, 1998 ($7.50 per share) and
the option exercise (purchase) price, assuming the options were
exercised and the shares sold on that date.
(2) Pursuant to a Severance Agreement between Mr. Shlopak and the Company
dated December 31, 1998, Mr. Shlopak resigned as Chief Executive
Officer and Chairman, and all of his options were cancelled.
(3) On May 6, 1998, the Company purchased from Mr. Angstadt at fair market
value stock options held by him exercisable for 27,285 shares.
(4) On May 6, 1998, the Company purchased from Mr. Axelrod at fair market
value stock options held by him exercisable for 30,214 shares.
(5) On May 6, 1998, the Company purchased from Mr. Mammola at fair market
value stock options held by him exercisable for 27,688 shares.
-5-
6
INSURANCE ARRANGEMENTS
The Company provides split-dollar life insurance benefits to Messrs. Shlopak and
Brady. The Company has agreed to pay the premiums for (i) two whole life
policies on the lives of each of Messrs. Shlopak and Brady and (ii) two
survivorship policies on the lives of Mr. Shlopak and his wife. The Company is
obligated to pay these premiums whether or not either executive remains employed
by the Company. The Company has certain rights to borrow against these policies
and the right to receive an amount equal to all premiums paid by it not later
than upon the death of the insured executive (or, in the case of the
survivorship policies, upon the death of the later to die of Mr. Shlopak or his
wife). The irrevocable trusts established by Messrs. Shlopak and Brady which own
the foregoing policies are entitled to borrow against the policies, subject to
certain limitations, while the Company has an interest in the policies. Such
trusts are also entitled to receive the death benefits under the policies net of
the cumulative premiums paid by the Company. The aggregate annual premium amount
payable by the Company in respect of the split-dollar policies insuring the
lives of Messrs. Shlopak and Brady is $435,261 and $257,462, respectively.
The Company also provides split-dollar life insurance benefits to its three
other executive officers, Messrs. Angstadt, Axelrod and Mammola. The Company has
agreed to pay the premiums for a whole life policy on the lives of each of
Messrs. Angstadt, Axelrod and Mammola. However, the Company can terminate its
obligation in accordance with severance or change of control agreements between
the Company and Messrs. Axelrod, Angstadt and Mammola, respectively. See
"Severance and Change of Control Agreements". The Company has certain rights to
borrow against these policies and the right to receive upon the death of the
insured executive an a mount equal to the lesser of (i) the cash surrender value
of the policy and (ii) the aggregate amount of premiums paid by the Company at
such date. The aggregate annual premium amount payable by the Company for the
split-dollar policies insuring the lives of Messrs. Angstadt, Axelrod and
Mammola is $27,937, $14,954 and $25,442, respectively.
In addition, the Company provides Messrs. Shlopak and Brady with reverse
split-dollar life insurance pursuant to which the Company pays the premiums on
universal life insurance policies on the lives of Messrs. Shlopak and Brady.
Upon the death of either, assuming the policies are still in force, the Company
is entitled to receive the death benefit ($4,250,000 on the life of each) and
the deceased executive's estate is entitled to receive the cash surrender value
of the policy.
DIRECTORS' COMPENSATION
Directors who are employees of the Company receive no compensation for their
services on the Board. Directors who are not employees of the Company receive
$1,000 for each Board meeting they attend and are also reimbursed for reasonable
out-of-pocket expenses incurred in attending such meetings. In addition, on
March 31 of each year, non-employee directors of the Company are granted a stock
option covering 5,000 shares of Common Stock that vests in two equal
installments on each of the first and second anniversaries of the date of grant.
Grants to non-employee directors are made out of the Company's 1993 Omnibus
Stock Option Plan. The Company may also provide additional compensation to its
non-employee directors for special assignments performed from time to time. In
February 1999, the Company granted stock options for 30,000 and 20,000 shares,
respectively, to Joseph W. Bartlett and Joseph Anthony Kouba for special
assignments performed by them in 1998. The options vest in two equal
installments on each of the first and second anniversaries of the date of grant.
SEVERANCE AND CHANGE OF CONTROL AGREEMENTS
The Company entered into severance agreements with Messrs. Axelrod and Mammola.
Pursuant to these agreements, upon termination of their employment with the
Company (other than for cause or disability or by them without "good reason"),
Messrs. Axelrod and Mammola will each be entitled to receive a lump sum payment
equal to three times their annual compensation (including without limitation,
salary, bonus, and 401(k) matching contributions), certain insurance coverages
would continue to be maintained for them by the Company until the second
anniversary of termination of employment, and all of their stock options would
become immediately exercisable. Mr. Angstadt has entered into a change of
control agreement with the Company that has substantially the same terms and
conditions as Messrs. Axelrod's and Mammola's severance agreements, except that
the termination of Mr. Angstadt's employment with the Company must occur within
two years of a change of control of the Company.
-6-
7
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This report has been prepared by the Compensation Committee of the Board of
Directors of the Company and addresses the Company's compensation policies with
respect to the Chief Executive Officer and executive officers of the Company in
general. Each member of the Committee is a non-employee director.
The Company's overall policy for compensating executive officers is to establish
aggregate compensation levels sufficient to retain and attract executive
officers capable of leading the Company to achieve its business objectives. The
principal components of executive compensation are salary, bonus and stock
option grants. The Company also provides supplemental life insurance benefits to
its executive officers. In addition, executives are eligible to participate, on
a nondiscriminatory basis, in benefit programs provided to employees generally,
including group medical and life insurance programs and the Company's 401(k)
plan. From time to time, the Company retains independent consultants to
benchmark the Company's compensation practices for its executives and key
employees.
The Company's compensation policy with respect to its Chief Executive Officer is
the same as its policy for executives generally. While the Committee considers
various factors in determining the amount of each component of compensation,
such determinations are ultimately based on the Committee's subjective judgment
as to what is reasonable and appropriate and not on established criteria or
formulas.
Salary: The 1993 salaries of Messrs. Shlopak and Brady were established by
agreement among the Company's stockholders. Immediately prior to the initial
public offering, these salaries were increased to $300,000 per year to reflect
the anticipated increase in their responsibilities as executive officers of a
publicly traded company and because of the Company's anticipated discontinuance
of the payment of cash dividends after the offering. These salaries were
subsequently ratified by the Compensation Committee each year and have not
changed materially since 1993. The salaries of the Company's other three
executive officers were based on the compensation paid to them during the prior
year and the Committee's qualitative assessment of their contributions to the
Company.
Bonus: For 1998, the Company paid a $250,000 bonus to Mr. Brady. In addition,
the Company paid a $125,000 bonus to each of Mr. Mammola and Mr. Axelrod, and
the Company paid a $48,450 bonus to Mr. Angstadt. The decision to pay these
bonuses was made by the Committee in its discretion based on its qualitative
assessment of their contributions to the Company in 1998.
Stock Options: The Committee believes that stock ownership by executive officers
is important in aligning management's and stockholders' interests in the
enhancement of stockholder value over the long term. The exercise price of stock
options is equal to the market price of the Common Stock on the date of grant.
The stock options granted to the executive officers in 1998 were based on the
Committee's qualitative assessment of their contributions to the Company.
Insurance: The split-dollar life insurance program for Messrs. Shlopak and Brady
was implemented by the Committee in 1994 in recognition of the substantial
contributions made by these two key officers in 1994 and in prior years. In
1995, the Committee implemented split-dollar life insurance programs for its
other executive officers. Messrs. Angstadt, Mammola and Axelrod participate in
this program. The Committee's decision to make this insurance available was
based on the Committee's evaluation of competitive compensation programs
required to attract and retain executive officers in its industry.
Compliance with Internal Revenue Code Section 162 (m). Section 162 (m) of the
Internal Revenue Code enacted in 1993, generally disallows a tax deduction to
public companies for compensation over $1 million paid to its chief executive
officer and its four other most highly compensated executives. Qualifying,
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. The Committee currently intends to structure stock
option grants to executive officers in a manner that complies with the
performance-based requirements of the statute. However, the Committee otherwise
anticipates that the statute will not alter the Company's policy of establishing
executive compensation at levels sufficient to retain and attract executive
officers, regardless of deductibility.
The Compensation Committee: Joseph W. Bartlett Joseph Anthony Kouba
-7-
8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
General. Decisions concerning executive compensation are made by the
Compensation Committee of the Board of Directors, which during 1998 consisted of
Mr. Bartlett and Mr. Kouba, neither of whom is or was an officer or employee of
the Company or any of its subsidiaries. In 1998, none of the executive officers
of the Company served as an executive officer or on the board of directors of
any entity of which Mr. Bartlett or Mr. Kouba also served as an executive
officer or as a member of the board of directors.
The Performance Graph and the Report of the Compensation Committee on Executive
Compensation in this Amendment No. 2 to Form 10-K Statement are not and shall
not be deemed incorporated by reference into any filings of the Company with the
Securities and Exchange Commission by implication or by any reference in any
such filings to this Amendment No. 2 to Form 10-K.
PERFORMANCE GRAPH
The following graph assumes an investment of $100 on December 31, 1993 and
compares changes thereafter (through December 31, 1998) in the market price of
the Common Stock with (i) the Nasdaq Market Index (a broad market index) and
(ii) The Advertising Agency Group (a published industry index).
The Nasdaq Market Index includes both U.S. and foreign companies listed on The
Nasdaq Stock Market and The Nasdaq SmallCap Market. The Advertising Agency Group
(MG Industry Group 091) consists of all companies listed on the New York and
American stock exchanges, and The Nasdaq Stock and SmallCap Markets that derive
a majority of their revenues (as shown in their annual reports) from
advertising. UPON THE REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL FURNISH A
LIST OF THE COMPANIES COMPRISING THE ADVERTISING AGENCY GROUP.
The performance of the indices is shown on a total return (dividend
reinvestment) basis; however, the Company paid no dividends during the period
shown. The graph lines merely connect the beginning and end of the measuring
periods and do not reflect fluctuations between those dates.
Comparison of Annual Cumulative Return
Cyrk, Inc., The Advertising Agency Group & The Nasdaq Market Index
[GRAPHIC OMITTED]
COMPANY INDEX/MARKET 12/31/1993 12/31/1994 12/31/1995 12/31/96 12/31/97 12/31/98
- ------------------- ---------- ---------- ---------- -------- -------- --------
Cyrk, Inc. 100.00 179.89 42.39 56.52 42.12 32.61
Consumer Non-Durables 100.00 104.75 126.80 159.75 187.80 197.79
NASDAQ Market Index 100.00 104.99 136.18 169.23 207.00 291.96
-8-
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CYRK, INC.
Dated: May 7, 1999 By: /s/ Dominic F. Mammola
------------------------------
Dominic F. Mammola
Chief Financial Officer and Executive
Vice President
-9-