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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 1, 2000 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 0-16611
GLOBAL SPORTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2958132
(State or other jurisdiction (I.R.S. employer
of incorporation of organization) identification no.)
1075 FIRST AVENUE, KING OF PRUSSIA, PA 19406 (610)
265-3229 (Address of principal executive offices, including zip code,
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:
Common Stock, par value $.01 per share
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(Title of Class)
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [_]
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant as of the close of business on March 17, 2000,
was approximately $78,248,960.(1) There were 18,550,580 shares of the
registrant's Common Stock outstanding as of the close of business on March 17,
2000.
DOCUMENTS INCORPORATED BY REFERENCE
(Specific sections incorporated are identified under applicable items herein)
Certain information required for Part III of this Form 10-K/A is
incorporated herein by reference to the Proxy Statement for the 2000 Annual
Meeting of the Company's shareholders.
(1) This equals the number of outstanding shares of the registrant's Common
Stock reduced by the number of shares that may be deemed beneficially owned
by the registrant's officers, directors and shareholders owning in excess
of 10% of the registrant's Common Stock, multiplied by the last reported
sale price for the registrant's Common Stock on March 17, 2000. This
information is provided solely for record keeping purposes of the
Securities and Exchange Commission and shall not be construed as an
admission that any officer, director or 10% shareholder in the registrant
is an affiliate of the registrant or is the beneficial owner of any such
shares. Any such inference is hereby disclaimed.
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PURPOSE OF AMENDMENT
The Registrant previously filed certain of its material contracts as
exhibits to its Annual Report on Form 10-K for the fiscal year ended January 1,
2000. The Registrant requested confidential treatment as to certain portions of
certain of the contracts. The Registrant hereby amends Part IV of its Annual
Report on Form 10-K for the fiscal year ended January 1, 2000, as set forth in
the pages attached hereto.
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Auditors--Deloitte & Touche LLP................................................. F-1
Consolidated Balance Sheets as of December 31, 1998 and January 1, 2000............................... F-2
Consolidated Statements of Operations for the Fiscal Years Ended December 31, 1997, December
31, 1998 and January 1, 2000.......................................................................... F-3
Consolidated Statements of Stockholders' Equity (Deficiency) for the Fiscal Years Ended
December 31, 1997, December 31, 1998 and January 1, 2000.............................................. F-4
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 1997, December
31, 1998 and January 1, 2000.......................................................................... F-5
Notes to Consolidated Financial Statements............................................................ F-6
2. FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted since the required information is
included in the financial statements or the notes thereto or is
not applicable or required.
3. EXHIBITS
2.1/(1)/ Securities Purchase Agreement dated June 21, 1995 by and
between the Company and MR Acquisitions, Inc.
2.2/(2)/ First Amendment to Securities Purchase Agreement by and
between the Company and MR Acquisitions, Inc. dated July
31, 1995.
2.3/(3)/ Second Amended and Restated Agreement and Plan of
Reorganization, as amended, among RYKA Inc., a Delaware
corporation, KPR Sports International, Inc., a
Pennsylvania corporation, Apex Sports International,
Inc., a Pennsylvania corporation, MR Management, Inc., a
Pennsylvania corporation, and Michael G. Rubin.
2.4/(4)/ Stock Purchase Agreement dated as of May 12, 1998 by and
among Global Sports, Inc., DMJ Financial Inc., James J.
Salter, Kenneth J. Finkelstein and certain other
individuals and entities.
2.5/(5)/ Asset Purchase Agreement, dated December 29, 1999, among
American Sporting Goods Corporation and RYKA Inc., KPR
Sports International, Inc., G.S.I., Inc., Apex Sports
International, Inc. and Global Sports, Inc.
2.6/(6)/ Acquisition Agreement, dated September 24, 1999, as
amended, among the Company, Gen-X Acquisition (U.S.),
Inc., Gen-X Acquisition (Canada) Inc., DMJ Financial,
Inc., James J. Salter and Kenneth J. Finkelstein
3.1/(3)/ Amended and Restated Certificate of Incorporation of the
Company filed with the Secretary of State of the State
of Delaware on December 15, 1997.
3.2/(7)/ The Company's Bylaws, as amended.
4.1/(7)/ Specimen of Common Stock Certificate.
10.1/(8)/* 1987 Stock Option Plan.
10.2/(9)/* 1988 Stock Option Plan.
10.3/(10)/* 1990 Stock Option Plan.
10.4/(11)/* 1992 Stock Option Plan.
10.5/(12)/* 1993 Stock Option Plan.
10.6/(2)/* 1995 Stock Option Plan.
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10.7/(13)/* 1995 Non-Employee Directors' Stock Option Plan.
10.8*, ** 1996 Equity Incentive Plan (amended and restated as of
November 16, 1999).
10.9/(14)/* Deferred Profit Sharing Plan and Trust.
10.10/(15)/* 2000 Employee Stock Purchase Plan
10.11/(2)/* Employment Agreement dated July 31, 1995 by and between
the Company and Steven A. Wolf.
10.12/(16)/* Employment Agreement dated September 25, 1996 by and
between the Company and Michael G. Rubin.
10.13/(16)/* First Amendment to the Employment Agreement dated
September 25, 1996 by and between the Company and
Michael G. Rubin.
10.14/(17)/* Employment Agreement dated May 12, 1998 by and between
the Company and James J. Salter.
10.15/(17)/* Employment Agreement dated January 1, 1999 by and
between the Company and Arthur I. Carver.
10.16/(17)/* Employment Agreement dated February 24, 1999 by and
between the Company and Michael R. Conn.
10.17/(18)/* Employment Agreement dated March 28, 1999 by and
between the Company and Michael Golden.
10.18/(19)/* Employment Agreement dated August 9, 1999 by and
between the Company and Arthur H. Miller.
10.19*,** Employment Agreement dated January 10, 2000 by and
between the Company and Steven Davis.
10.20*,** Employment Agreement dated February 9, 2000 by and
between the Company and Jordan M. Copland.
10.21/(2)/ Registration Rights Agreement by and between the
Company and MR Acquisitions, Inc.
10.22/(19)/ Omnibus Services Agreement dated April 1, 1999 by and
between the Company and Organic, Inc.
10.23/(19)/ Amendment No. 1 to the Omnibus Services Agreement dated
April 1, 1999 by and between the Company and Organic,
Inc.
10.24/(19)/ Independent Contractor Services Agreement dated June
29, 1999 by and between the Company and Foundry, Inc.
10.25/(19)/ Addendum No. 1 to the Independent Contractor Services
Agreement dated June 29, 1999 by and between the
Company and Foundry, Inc.
10.26/(19)/ Agreement of Sale dated July 27, 1999 by and between
the Company and IL First Avenue Associates L.P. for
acquisition of property at 1075 First Avenue, King of
Prussia, PA.
10.27/(19)/ Advertising and Promotion Agreement dated October 3,
1999 by and between the Company and Yahoo! Inc.
("Yahoo").
10.28+ Amendment No. 1 to Advertising and Promotion Agreement
dated February 15, 2000 by and between the Company and
Yahoo.
10.29/(19)/ Transaction Management Services Agreement dated June
10, 1999 by and between the Company and Priority
Fulfillment Services, Inc.
10.30/(20)/ E-Commerce Agreement dated February 1, 1999 by and
between Global Sports Interactive, Inc. ("GSI") and
Michigan Sporting Goods Distributors, Inc. ("M C
Sports")
10.31** First Amendment to E-Commerce Agreement dated June 17,
1999 by and between GSI and MC Sports.
10.32/(20)/ E-Commerce Management Agreement dated March 10, 1999 by
and between GSI and The Athlete's Foot Stores, Inc.
10.33/(20)/ E-Commerce Agreement dated March 23, 1999 by and
between GSI and Dunham's Athleisure Corporation
("Dunham's").
10.34** Amendment to E-Commerce Agreement dated May 25, 1999 by
and between GSI and Dunham's.
10.35** Amendment to E-Commerce Agreement dated December 5,
1999 by and between GSI and Dunham's.
10.36/(20)/ E-Commerce Management Agreement dated March 31, 1999 by
and between GSI and Sport Chalet, Inc.
10.37/(20)/ E-Commerce Venture Agreement dated May 7, 1999 by and
between GSI and The Sports Authority, Inc. ("TSA").
10.38/(20)/ Amendment No. 1 to the E-Commerce Venture Agreement
dated May 14, 1999 by and between GSI and TSA.
10.39/(20)/ License Agreement dated May 14, 1999 by and among TSA,
The Sports Authority Michigan, Inc. and
TheSportsAuthority.com, Inc. ("TSA.com").
10.40/(20)/ E-Commerce Services Agreement dated May 14, 1999 by and
between GSI and TSA.com.
10.41/(20)/ E-Commerce Agreement dated May 14, 1999 by and among
TSA and TSA.com.
10.42/(20)/ Agreement dated May 14, 1999, by and between TSA and
the Company.
10.43+ E-Commerce Management Agreement dated December 30, 1999
by and between GSI and Oshman's Sporting Goods, Inc.-
Services.
10.44+ Strategic Alliance Agreement dated February 28, 2000 by
and among GSI and Bluelight.Com LLC.
23.1** Consent of Independent Auditors.
27.1** Financial Data Schedule (electronic filing only).
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** Previously filed.
* Management contract or compensatory plan or arrangement
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+ Confidential treatment has been requested as to certain portions of
this exhibit. The omitted portions have been separately filed with
the Securities and Exchange Commission.
/(1)/ Incorporated by reference to the Company's Current Report on Form 8-K
dated June 21, 1995.
/(2)/ Incorporated by reference to the Company's Current Report on Form 8-K
dated July 31, 1995.
/(3)/ Incorporated by reference to the Company's Definitive Proxy Materials
filed November 12, 1997.
/(4)/ Incorporated by reference to the Company's Current Report on Form 8-K
dated May 27, 1998.
/(5)/ Incorporated by reference to the Company's Current Report on Form 8-K
dated January 13, 2000.
/(6)/ Incorporated by reference to the Company's Quarterly Report on Form
10-Q/A for the nine-month period ended September 30, 1999, filed
March 21, 2000.
/(7)/ Incorporated by reference to the Company's Registration Statement
No. 33-33754.
/(8)/ Incorporated by reference to the Company's Registration Statement
No. 33-19754-B.
/(9)/ Incorporated by reference to the Company's Registration Statement
No. 33-27501.
/(10)/ Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the nine-month period ended September 30, 1990.
/(11)/ Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991.
/(12)/ Incorporated by reference to the Company's Form S-8 Registration
Statement filed on January 3, 1994.
/(13)/ Incorporated by reference to the Company's Proxy Statement filed on
October 13, 1995 in connection with the 1995 Special Meeting in lieu
of Annual Meeting held on November 15, 1995.
/(14)/ Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the three-month period ended March 31, 1998.
/(15)/ Incorporated by reference to the Company's Preliminary Proxy
Statement filed on March 22, 2000 in connection with the 2000 Annual
Meeting.
/(16)/ Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
/(17)/ Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.
/(18)/ Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the three-month period ended March 31, 1999.
/(19)/ Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the nine-month period ended September 30, 1999.
/(20)/ Incorporated by reference to the Company's Current Report on Form 8-K
dated December 28, 1999.
(b) REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K on December 28, 1999
reporting that it entered into exclusive agreements to operate the e-commerce
businesses of certain sporting goods retailers.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this Amendment to be signed
on its behalf on the date indicated by the undersigned thereunto duly
authorized.
GLOBAL SPORTS, INC.
Date: April 21, 2000 By: /s/ Michael G. Rubin
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Michael G. Rubin,
Chairman and Chief Executive
Officer
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