-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oce7o5lnBj20Br5ZraWvpQe4hXmSImd9nEDqOxuLIKIBz181YtaqOtUAKRNE+76V sUoHbEBP56it/I7FlELUdg== /in/edgar/work/20000526/0000043837-00-000007/0000043837-00-000007.txt : 20000919 0000043837-00-000007.hdr.sgml : 20000919 ACCESSION NUMBER: 0000043837-00-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000129 FILED AS OF DATE: 20000526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOODLE KIDOODLE INC CENTRAL INDEX KEY: 0000043837 STANDARD INDUSTRIAL CLASSIFICATION: [5090 ] IRS NUMBER: 111771705 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-06083 FILM NUMBER: 644788 BUSINESS ADDRESS: STREET 1: 6801 JERICHO TURNPIKE STE 100 CITY: SYOSSET STATE: NY ZIP: 11791-4427 BUSINESS PHONE: 5166770500 MAIL ADDRESS: STREET 1: 6801 JERICHO TURNPIKE STREET 2: SUITE 100 CITY: SYOSSET STATE: NY ZIP: 11791 FORMER COMPANY: FORMER CONFORMED NAME: GREENMAN BROTHERS INC DATE OF NAME CHANGE: 19920703 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended January 29, 2000 Commission file number 1-6083 NOODLE KIDOODLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-1771705 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 6801 Jericho Turnpike, Syosset, NY 11791 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516)-677-0500 Securities registered pursuant to Section 12 (b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock, $.001 par value NASDAQ National Market Securities registered pursuant to Section 12 (g) of the Act: NONE 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. [ ] The aggregate market value of voting stock held by non- affiliates of the registrant as of April 12, 2000 was $37,552,848, based on the closing price of same stock on that date. In determining the market value of non- affiliated voting stock, shares of common stock beneficially owned by each executive officer and director have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of common stock outstanding as of April 12, 2000 was 7,605,640. Documents Incorporated by reference: See pages 19 to 21 in the original Form 10-K filed on April 28, 2000 for the exhibit index. Table of Contents Page PART III Item 10. Directors and Executive Officers of the Registrant 2 Item 11. Executive Compensation 7 Item 12. Security Ownership of Certain Beneficial Owners and Management 11 Item 13. Certain Relationships and Related Transactions 14 1 AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-K OF NOODLE KIDOODLE, INC. FOR THE FISCAL YEAR ENDED JANUARY 29, 2000 In compliance with General Instruction G(3) to Form 10-K, the following Items comprising Part III were omitted from the Annual Report on Form 10-K filed by Noodle Kidoodle, Inc. on April 28, 2000. Part III of that Form 10-K is hereby amended and restated to insert such Items as hereinafter set forth. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in that Form 10-K. PART III ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT CLASS 3 DIRECTORS TO SERVE UNTIL 2000 MEETING STANLEY GREENMAN (1) Director since 1976 Mr. Greenman, age 51, has been Chairman of the Board, Chief Executive Office and Treasurer of the Company since 1990. Mr. Greenman has been an employee of the Company since 1969. JOSEPH MADENBERG Director since 1993 Mr. Madenberg, age 63, has been the President of Joseph A. Madenberg, Inc. (retail management consulting firm) since 1968. Until his retirement in December 1992, Mr. Madenberg was a Professor of Business Administration at Suffolk County Community College . CLASS 2 DIRECTORS TO SERVE UNTIL 2002 MEETING ROBIN FARKAS Director since 1993 Mr. Farkas, age 66, is currently a self-employed private investor. From March 1994 to March 1995, Mr. Farkas was a director of the Dormitory Authority of the State of New York and from 1984 to 1992, he was Chairman of the Board, Chief Executive Officer of Alexander's, Inc. (mass merchandise retail chain). Mr. Farkas is also a member of the boards of directors of Insignia Financial Group, Inc., and Refac Technology Corp. 2 STEWART KATZ (1) Director since 1973 Mr. Katz, age 59, has been the President, Chief Operating Officer and Assistant Secretary of the Company since 1977. Mr. Katz has been an employee of the Company since 1970. ROBERT STOKVIS Director since 1991 Mr. Stokvis, age 52, has been the owner and President of Stokvis Enterprises, Inc. (investments) for more than the past five years. Mr. Stokvis is also the Chairman of the Board of First Choice Copy (electronic printing business) and Chairman of the Board of Red Rose Legal Copy Centers Inc. (legal copy services). CLASS 1 DIRECTORS TO SERVE UNTIL 2001 MEETING LESTER GREENMAN (1) Director since 1994 Mr. Greenman, age 45, has been Vice President of Israel Infinity Fund LP (investments in startup internet and software companies) since November, 1998. Prior to this, he was a consultant in the entertainment software industry from March, 1997 - November, 1998; served as Senior Vice President of Software Publishing for Marvel Entertainment Group, Inc. from September, 1996 to March, 1997; Vice President of Legal and Business Affairs of Sony Electronic Publishing Company ("SEPC") from 1993 - 1996; Director of Legal and Business Affairs for SEPC from 1992-1993; and as Counsel to SEPC from 1991-1992; and served as Assistant United States Attorney in the Southern District of New York from 1990 to 1991. MELVIN C. REDMAN Director since 1997 Mr. Redman, age 49, has been the President and Chief Operating Officer of Doctor's Community Heathcare Corporation (owners of several hospitals in the U.S.) since January, 1999. Prior to this, he was the founder and President of Alliance Consulting, Inc. (management consulting firm) since November, 1995; and is the founder and has served as sole proprietor of Redman & Associates (management consulting firm) since September, 1995. From 1978 until his retirement in June, 1995, he served in a variety of management positions at Wal-Mart Stores, Inc. (mass merchandise retail chain). Mr. Redman's positions at Wal-Mart included the following: Senior Vice President Store Operations in 1995; Senior Vice President of Wal- Mart Canada in 1994; Senior Vice President 1992-1993; and 3 Senior Vice President Store Planning and Operations Systems from 1990 - 1992. BARRY W. RIDINGS Director since 1994 Mr. Ridings, age 47, has been a Managing Director at Lazard Freres & Co., LLC (investment banking and securities brokerage firm) since July 1, 1999; prior to this he was a Managing Director of DBAlex.Brown (investment banking and securities brokerage firm) since 1990; and was a Managing Director at Drexel Burnham Lambert from 1986 to 1990. Mr. Ridings is also a member of the boards of directors of New Valley Corporation and Furr's Restaurant Group, Inc. 1. Stanley Greenman and Lester Greenman are brothers. Stewart Katz is the brother-in-law of Stanley Greenman and Lester Greenman. BOARD OF DIRECTORS COMMITTEES, MEETINGS AND DIRECTOR COMPENSATION Executive Committee: The Executive Committee is currently comprised of Stanley Greenman, Stewart Katz and Joseph Madenberg. The Executive Committee meets between Board meetings when necessary and has the authority to act, within limits set by the Board of Directors, on behalf of the Board of Directors in connection with substantially all operating matters. The Executive Committee did not hold any meetings during the fiscal year ended January 29,2000. Audit Committee: The Audit Committee is currently comprised of Robin Farkas, Barry Ridings, and Robert Stokvis. The Audit Committee meets with the Company's independent auditors and principal financial personnel to review the results of the annual audit. The Audit Committee also reviews the scope of the annual audit and other services before being undertaken by the Company's independent auditors, and reviews the adequacy and effectiveness of the Company's internal accounting controls. The Audit Committee communicates any findings or recommendations to the Board. The Audit Committee held 2 meetings during the fiscal year ended January 29, 2000. Compensation and Stock Option Committee: The Compensation and Stock Option Committee is currently comprised of Robin Farkas, Joseph Madenberg and Robert Stokvis. The primary function of the Compensation and Stock Option Committee is to review and approve the compensation of certain officers of the Company, and to review and approve the granting of 4 stock options to officers and other key members of management. The Compensation and Stock Option Committee held 5 meetings during the fiscal year ended January 29, 2000. Special Committee: The Special Committee is comprised of Lester Greenman, Barry Ridings and Robert Stokvis. This committee was established on January 11, 2000 for the purpose of assisting management in the negotiation of the proposed merger with Zany Brainy. The Company does not have a standing nominating committee or a committee performing similar functions. During the fiscal year ended January 29, 2000, the Board of Directors held 6 meetings. Directors as a whole attended approximately 88% of the aggregate of all Board and Committee meetings (with respect to Committees of which they were members, excluding the Executive Committee, for which no attendance records are maintained). Messrs. Redman and Ridings attended less than 75% of the combined Board and Committee meetings (with respect to the Committees of which they were members). Director Compensation Directors who are not employees of the Company receive an annual fee of $5,000. In addition, for each Board meeting they attend, they receive a fee of $2,000 and for attendance at committee meetings which are held on a date other than that of a scheduled Board of Directors Meeting they receive a fee of $1,000. Directors who serve on the Special Committee will be paid fees in compensation for their services on the committee as set forth in the following table: NAME AMOUNT OF FEE Barry Ridings, Chairperson $ 20,000 Lester Greenman $ 15,000 Robert Stokvis $ 15,000 Directors who are not employees of the Company are issued an option to purchase 5,000 shares of Common Stock of the Company upon initial election to the Board of Directors. Each year thereafter, non-employee Directors are issued an option to purchase 6,000 shares of Common Stock of the Company. The options granted under the Plan have a term of 5 years and become exercisable as to 50% of the shares on the first anniversary of the date of the grant and as to the 5 remaining 50% on the second anniversary of the date of grant. Mr. Bernard Greenman, a founder and former Chairman of the Company, passed away in April, 1994. Pursuant to a consulting agreement, dated January 31, 1990, by and between the Company and Bernard Greenman, the Company is required to provide coverage or reimbursement for all medical and dental expenses, incurred by Mr. Greenman's widow, Phyllis Greenman, during her lifetime. COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission ("SEC") initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Reporting persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent stockholders were complied with during the fiscal year ended January 29,2000. EXECUTIVE OFFICERS The executive officers of the Company are Stanley Greenman and Stewart Katz, for whom certain background information is set forth above under "Election of Directors," and Kenneth S. Betuker. Mr. Betuker, age 47,presently acting CFO, will serve the Company as a consultant after May 12, 2000. Prior thereto, since December, 1996, he has been the Vice President, CFO and Secretary of the Company. For more than five years prior thereto, he was the Executive Vice President, Chief Financial and Administrative Officer and Treasurer of First National Supermarkets, Inc., (retail supermarket chain) a wholly owned subsidiary of Royal Ahold N.V. 6 ITEM 11 - EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth information concerning the compensation for services, in all capacities for the fiscal years ended January 29, 2000 ("fiscal 2000"), January 30, 1999 ("fiscal 1999"), and January 31, 1998 ("fiscal 1998"), of those persons who were, at the end of fiscal 2000, the Chief Executive Officer and the only other executive officers of the Company whose compensation for fiscal 2000 exceeded $100,000 (collectively, the "Named Officers"). Annual Compensation Long Term Compensation Other Annual Restricted All Other Name and Principal Fiscal Compensation Stock (#) LTIP Compensation Position Year Salary Bonus (1) Awards Options Payouts (2)
Stanley Greenman 2000 $330,000 $140,310 - None 30,000 None $ 792.00 Chairman of the Board 1999 $300,000 $ 13,798 - None 60,000 None $ 238.00 Chief Executive Officer 1998 $275,000 $ None - None 60,000 None 4 550.00 and Treasurer Stewart Katz 2000 $302,500 $128,612 - None 30,000 None $ 726.00 President 1999 $275,000 $ 12,647 - None 60,000 None $ 238.00 Chief Operating Officer 1998 $250,000 None - None 60,000 None $ 596.00 Kenneth S. Betuker 2000 $215,000 $ 63,471 - None 20,000 None $1,133.00 Vice President, Chief 1999 $190,000 $ 5,749 - None 20,000 None $ 238.00 Financial Officer and 1998 $175,000 None - None 5,000 None None Secretary
7 (1) The aggregate amount of perquisites and other personal benefits paid to each of the Named Officers for fiscal 2000 did not exceed the lesser of 10% of such officer's total annual salary and bonus for each of fiscal 2000, 1999, and 1998 or $50,000; such amounts are, therefore, not reflected in the table. (2) Represents matching contributions made by the Company under the Company's 401(k) Plan. Option Grants Table for Fiscal 2000 The following table sets forth information concerning stock option grants made during fiscal 2000 to the Named Officers. These grants are also reflected in the Summary Compensation Table. In accordance with SEC rules, a repricing of outstanding options is treated as a new grant. Also in accordance with the SEC rules, the hypothetical gains or "options spreads" for each option grant are shown based on compound annual rates of stock price appreciation of 5% and 10% from the grant date to the expiration date. The assumed rates of growth are prescribed by the SEC and are for illustrative purposes; they are not intended to predict future stock prices, which will depend upon market conditions and the Company's future performance. The Company has not granted any stock appreciation rights. Individual Grants Potential Realizable Value at % of Total Assumed Annual Rates of Number of Options Stock Price Appreciation Securities Granted to for Option Term Underlying Employees in Exercise 5% 10% Options Fiscal Year Price Expiration Stock Potential Stock Potenial Granted(#) 2000(1) ($-Share)(2) Date(3) Price Value Price Value
Name Stanley Greenman 30,000 10.9% $ 4.438 9/22/04 $5.66 $36,660 $7.15 $81,360 Stewart Katz 30,000 10.9% $ 4,438 9/22/04 $5.66 $36,660 $7.15 $81.360 Kenneth S. Betuker 20,000 7.3% $ 4.438 9/22/04 $5.66 $24,440 $7.15 $54,240
Number of Securities Value of Underlying Unexercised Unexercised In-The-Money Shares Acquired Value Options at 01/29/00(#) Options at 01/29/00($)(1) Name on Exercise # Realized ($) Exercisable Unexercisable Exercisable Unexercisable
Stanley Greenman None N/A 75,000 105,000 $ 46,875 $ 74,985 Stewart Katz None N/A 75,000 105,000 $ 46,875 $ 74,985 Kenneth S. Betuker None N/A 26,250 43,750 $ 6,250 $ 18,740
8 (1) During fiscal 2000, options to purchase a total of 275,500 shares were granted to 256 employees. (2) The exercise price of the options granted was equal to the fair market value of the underlying stock on the date of grant. (3) Grants become exercisable in equal installments on the first four anniversaries of the date of grant. Vesting may be accelerated upon the occurrence of certain events. See "Executive Compensation-Employment Agreements." Aggregated Option Exercises in Fiscal 2000 and Fiscal Year- End Option Value Table (1) The following table provides information concerning all exercises of stock options during fiscal 2000 by the Named Officers and the fiscal year-end value of unexercised options on an aggregated basis. The Company has not granted any stock appreciation rights. Options are "in-the-money" if on January 29, 2000, the market price of the Common Stock ($4.75) exceeded the exercise price of such options. The value of such options is calculated by determining the difference between the aggregate market price of the Common Stock covered by the options on January 29,2000 and the aggregate exercise price of such options. 9 Employment Agreements As of February 1, 1998, the Company entered into employment agreements with Stanley Greenman and Stewart Katz (collectively, the "Employment Agreements"). Each of the Employment Agreements provides for employment until January 31, 2001 and annual base salaries for Messrs. Greenman and Katz of $300,000 and $275,000 respectively, in each case subject to increases determined by the Compensation and Stock Option Committee and approved by the Board of Directors. In addition, each of the Employment Agreements provide that in the event of a Change in Control of the Company (as defined in such agreements) which results in an actual or constructive termination of employment (as defined in such agreements), such terminated officer is entitled to receive severance pay equal to the difference between 299% of his respective average annual compensation for the prior five calendar years and the present value of all other payments received by him which would be considered as contingent on a change in control. Exercisability of certain stock options held by the Named Officers would also be accelerated by actual or constructive termination or hostile takeover events and the value of such accelerated options would be included in the above described calculation. In addition, the Employment Agreements provide for the participation in the Company's Bonus Incentive Plan by Mr. Greenman and Mr. Katz (each an "Executive"). The Employment Agreements also provide that each Executive will be eligible for grants of stock options to acquire shares of Common Stock of the Company pursuant to the Company's 1994 Stock Incentive Plan. On April 15, 1999, the Board of Directors accepted a recommendation made by the Compensation and Stock Option Committee to increase salaries for Messrs. Greenman and Katz, effective February 1, 1999 to $330,000 and $302,500 respectively. 10 ITEM 12 - SECURITY OWNERSHIP SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Principal Stockholders As of May 10, 2000, the following persons were known by the Company to own beneficially (as defined under applicable rules of the Securities and Exchange Commission) more than 5% of the Company's Common Stock: Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class
Dimensional Fund Advisors 492,100 (1) 6.46% 1299 Ocean Avenue - Suite 650 Santa Monica, California 90401 Royce & Associates, Inc. 415,800 (2) 5.46% 1414 Avenue of the Americas New York, New York 10019
1. Based upon information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2000. Such Schedule states that Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager of certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the "Funds." In its role as investment advisor or manager, Dimensional possesses voting and/or investment power over the securities of the Company described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. 2. Based upon information contained in a Schedule 13G filed with the Securities and Exchange Commission, on February 1, 2000. Such Schedule states that this filing is on behalf of Royce & Associates, Inc. ("Royce") and Charles M. Royce as members of a group pursuant to Rule 13d- (1)(b)(ii)(H). Royce is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Mr. Royce may be deemed to be a controlling 11 person of Royce and as such may be deemed to beneficially own the shares of Common Stock of Noodle Kidoodle, Inc. beneficially owned by Royce. Mr. Royce does not own any shares outside of Royce, and disclaims beneficial ownership of the shares held by Royce. ITEM 12 - SECURITY OWNERSHIP - continued Management As of May 10, 2000 each Director and nominee for Director of the Company, and the Named Officers (as defined in "Executive Compensation") and executive officers, nominees and directors of the Company as a group, beneficially owned (as defined under applicable rules of the Securities and Exchange Commission) shares of the Company's Common Stock as follows: Percent of Amount and Nature of Class as of Beneficial Ownership (1) May 10, 2000
Stanley Greenman 367,685 (2) 4.8% Stewart Katz 346,607 (3) 4.6% Lester Greenman 218,000 2.9% Robert Stokvis 36,500 * Kenneth S. Betuker 34,100 * Robin L. Farkas 17,000 * Joseph A. Madenberg 15,000 * Barry W. Ridings 14,000 * Melvin C. Redman 9,000 * All executive officers, nominees and directors as a group (9 persons) 1,057,892 13.9%
* Less than 1% 1. Includes shares issuable upon exercise of options currently exercisable or exercisable within 60 days from May 10, 2000 as follows: Stanley Greenman (90,000), Stewart Katz (90,000), Lester Greenman (12,000), Robert Stokvis (12,000), Barry W. Ridings (12,000), Joseph A. Madenberg (12,000), Robin L. Farkas (12,000), Kenneth S. Betuker (27,500) and Melvin C. Redman (9,000). 2. Includes 18,750 shares owned of record by Ari Greenman, Mr. Greenman's son, with respect to which Mr. Greenman disclaims beneficial ownership. 3. Includes 181,200 shares owned of record and beneficially by Stewart Katz's wife and 37,907 shares owned of record by Bradley and Brian Katz, Mr. Katz's sons, with respect to which Mr. Katz disclaims beneficial ownership. Except as noted in the footnotes to the two tables above, to the Company's knowledge, the beneficial holders listed above have sole voting and investment power regarding the shares shown as being beneficially owned by them. 12 Management controls, in the aggregate, approximately 13.9% of the outstanding Common Stock of the Company. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. NONE. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. NOODLE KIDOODLE, INC. (Registrant) May 25, 2000 BY: /s/Stanley Greenman Stanley Greenman Chairman of the Board Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----