10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A
AMENDMENT NO. 2

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarter Ended September 30, 2002

Commission file number: 0-7024

THE FIRST YEARS INC.

(Exact name of registrant as specified in its charter)

Massachusetts	04-2149581
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
One Kiddie Drive, Avon, Massachusetts	02322-1171
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 588-1220

n/a

(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 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  [  ]

         As of October 31, 2002, the registrant had 8,214,547 shares of common stock outstanding.

         The purpose of this Form 10-Q/A Amendment No. 2 is to amend the previously filed Form 10-Q of The First Years Inc. for the quarter ended September 30, 2002 as amended by Form 10-Q/A Amendment No. 1, filed on November 15, 2002, by specifically stating in Item 6(a) of Part II thereto that the First Years Inc. requested confidential treatment for portions of Exhibits 4.3 and 4.5 and received confidential treatment for portions of Exhibit 4.5. Such statement is set forth in this Form 10-Q/A Amendment No. 2.

TABLE OF CONTENTS

	Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
CERTIFICATION OF CEO
CERTIFICATION OF CFO
THE FIRST YEARS INC. EXHIBIT INDEX
Ex-99.1 Certification of Officers

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

         The following is a list of exhibits filed as part of the Quarterly Report, on Form 10-Q, as hereby amended.

Exhibit
Number	Description
3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
3.2	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
4.3*≠	Consumer Products License – Disney Properties, dated as of June 4, 2002, between the Company and Disney Enterprises, Inc.
4.4*	Employee Contract, dated as of September 30, 2002, between the Company and John R. Beals.
4.5*+	License Agreement – Sesame Workshop, dated as of July 1, 2001, between the Company and Sesame Workshop.
99.1	Certification of officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Previously filed.
+	Confidential treatment was requested and granted as to certain portions of the document, which portions have been omitted and filed separately with the Securities and Exchange Commission.
≠	Confidential treatment was requested as to certain portions of the documents, which portions have been omitted and filed separately with the Securities and Exchange Commission.

(b) No reports on Form 8-K have been filed during the quarter covered by this report.

2

SIGNATURES

         Pursuant to the requirements 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.

	THE FIRST YEARS INC. Registrant
Date: November 19, 2002	By:  /s/  Ronald J. Sidman
	Ronald J. Sidman, Chairman, President, and Chief Executive Officer, (Duly Authorized Officer)
	By:  /s/  John R. Beals
	John R. Beals, Senior Vice President and Treasurer, (Duly Authorized Officer and Principal Financial Officer)

3

CERTIFICATIONS

         I, Ronald J. Sidman, certify that:

1.	I have reviewed this Amendment No. 2 to the quarterly report on Form 10-Q of The First Years Inc.;
2.	Based on my knowledge, the quarterly report, as amended by Form 10-Q/A Amendment No. 1 and as hereby further amended by Amendment No. 2 (the “Amended Report”), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Amended Report;
3.	Based on my knowledge, the financial statements, and other financial information included in the Amended Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the Amended Report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Amended Report, is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Amended Report (the “Evaluation Date”); and
c)	presented in the Amended Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in the Amended Report, whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date 11/19/02
	By:  /s/  Ronald J. Sidman
	Ronald J. Sidman, Chairman, President, and Chief Executive Officer

4

CERTIFICATIONS

         I, John R. Beals, certify that:

1.	I have reviewed this Amendment No. 2 to the quarterly report on Form 10-Q of The First Years Inc.;
2.	Based on my knowledge, the quarterly report, as hereby amended by Form 10-Q/A Amendment No. 1 and as hereby further amended by Amendment No. 2 (the “Amended Report”), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Amended Report;
3.	Based on my knowledge, the financial statements, and other financial information included in the Amended Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the Amended Report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Amended Report, is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Amended Report (the “Evaluation Date”); and
c)	presented in the Amended Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in the Amended Report, whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date 11/19/02
	By:  /s/  John R. Beals
	John R. Beals, Senior Vice President – Finance and Treasurer, (Chief Financial Officer and Chief Accounting Officer)

5

THE FIRST YEARS INC.

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
3.2	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
4.3*≠	Consumer Products License – Disney Properties, dated as of June 4, 2002, between the Company and Disney Enterprises, Inc.
4.4*	Employee Contract, dated as of September 30, 2002, between the Company and John R. Beals
4.5*+	License Agreement – Sesame Workshop, dated as of July 1, 2001, between the Company and Sesame Workshop.
99.1	Certification of officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Previously filed.
+	Confidential treatment was requested and granted as to certain portions of the document, which portions have been omitted and filed separately with the Securities and Exchange Commission.
≠	Confidential treatment was requested as to certain portions of the documents, which portions have been omitted and filed separately with the Securities and Exchange Commission.

EX-99.1 3 b44497a2exv99w1.txt EX-99.1 CERTIFICATION OF OFFICERS EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of The First Years Inc. (the "Company") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on November 14, 2002, as amended by Form 10-Q/A Amendment No. 1 as filed with the Securities Exchange Commission on November 15, 2002 and as hereby further amended by Amendment No. 2 as filed with the Securities and Exchange Commission on the date hereof (the "Amended Report"), I, Ronald J. Sidman, Chairman, President, and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The Amended Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Amended Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ Ronald J. Sidman, ------------------------------- Ronald J. Sidman, Chairman, President, and Chief Executive Officer In connection with the Quarterly Report of The First Years Inc. (the "Company") on Form 10-Q for the period ended September 30, 2002, as filed with the Securities and Exchange Commission on November 14, 2002, as amended by Form 10-Q/A Amendment No. 1 as filed with the Securities Exchange Commission on November 15, 2002 and as hereby further amended by Amendment No. 2 as filed with the Securities and Exchange Commission on the date hereof (the "Amended Report"), I, John R. Beals, Senior Vice President - Finance and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The Amended Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Amended Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ John R. Beals, ------------------------------- John R. Beals, Senior Vice President - Finance and Treasurer, (Chief Financial Officer and Chief Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The First Years Inc. (the "Company")
on Form 10-Q for the period ended September 30, 2002 as filed with the
Securities and Exchange Commission on November 14, 2002, as amended by Form
10-Q/A Amendment No. 1 as filed with the Securities Exchange Commission on
November 15, 2002 and as hereby further amended by Amendment No. 2 as filed with
the Securities and Exchange Commission on the date hereof (the "Amended
Report"), I, Ronald J. Sidman, Chairman, President, and Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     1.   The Amended Report fully complies with the requirements of section
          13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2.   The information contained in the Amended Report fairly presents, in
          all material respects, the financial condition and results of
          operations of the Company.

                                             By: /s/ Ronald J. Sidman,
                                                 -------------------------------
                                             Ronald J. Sidman,
                                             Chairman, President, and Chief
                                             Executive Officer

In connection with the Quarterly Report of The First Years Inc. (the "Company")
on Form 10-Q for the period ended September 30, 2002, as filed with the
Securities and Exchange Commission on November 14, 2002, as amended by Form
10-Q/A Amendment No. 1 as filed with the Securities Exchange Commission on
November 15, 2002 and as hereby further amended by Amendment No. 2 as filed with
the Securities and Exchange Commission on the date hereof (the "Amended
Report"), I, John R. Beals, Senior Vice President - Finance and Treasurer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     1.   The Amended Report fully complies with the requirements of section
          13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2.   The information contained in the Amended Report fairly presents, in
          all material respects, the financial condition and results of
          operations of the Company.

                                        By: /s/ John R. Beals,
                                            -------------------------------
                                        John R. Beals,
                                        Senior Vice President - Finance
                                        and Treasurer,
                                        (Chief Financial Officer and Chief
                                        Accounting Officer)