FORM 10-K/A#1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 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 0-24404 TRANSMEDIA EUROPE, INC. ----------------------- (exact name of registrant as specified in its charter) Delaware 13-3701141 - ------------------------------- --------------------- (State or other jurisdiction of (I.R.S. incorporation of organization) Identification No.) 11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND ----------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: U.K. 011-44-171-930-0706 Securities registered pursuant to Section 12(g) of the Act Common Stock, par value $.00001 per share ----------------------------------------------- (Title of class) Indicate by (X) 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 |_| No |X| 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. |_| The aggregate market value of voting stock held by non-affiliates of the Registrant as of May 19, 2000 was $52,055,840 based upon the closing price of a share of Common Stock on the "Pink Sheets" on that date. Number of shares outstanding of the Registrant's Common Stock as of May 19, 2000 was 34,867,431 Documents incorporated by reference: None This first amendment to the Transmedia Europe, Inc. Annual Report on Form 10-K for the fiscal year ended September 30, 1999 is being filed to provide the stock performance chart below. Stock Performance Chart The line graph set forth below compares the cumulative total shareholder return (change in stock price plus reinvested dividends) on the Common Stock for the period beginning August 4, 1995 and ending on September 30, 1999 with the cumulative total return on the NASDAQ Index and a Peer Group consisting of Cendant Corporation and Memberworks over the same period. The comparison assumes $100 was invested on August 4, 1995 in the Common Stock and in each of the foregoing indices and that all dividends paid by companies included in each index were reinvested. COMPARISON OF 50 MONTH CUMULATIVE TOTAL RETURN* AMONG TRANSMEDIA EUROPE, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP [chart] Cumulative Total Return - -------------------------------------------------------------------------------- 8/4/95 9/95 9/96 9/97 9/98 9/99 Transmedia Europe, Inc. 100.00 90.91 52.29 54.55 27.28 34.11 Peer Group 100.00 112.50 123.63 150.00 56.86 87.82 NASDAQ Stock Market (U.S.) 100.00 105.58 125.29 172.03 174.94 284.17 * $100 invested on August 4, 1995 in stock or index. Includes reinvestment of dividends Fiscal year ended September 30 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 TRANSMEDIA EUROPE, INC. (Registrant) Date: June 5, 2000 /s/ Grant White ---------------------------------------- Grant White Chief Executive Officer Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Date: June 5, 2000 /s/ Grant White ---------------------------------------- Grant White Chief Executive Officer and Principal Financial Officer Date: June 5, 2000 /s/ Paul L. Harrison ---------------------------------------- Paul L. Harrison Director, Secretary and Principal Accounting Officer