0000930413-14-003187.txt : 20140710 0000930413-14-003187.hdr.sgml : 20140710 20140710161017 ACCESSION NUMBER: 0000930413-14-003187 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140710 DATE AS OF CHANGE: 20140710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000795212 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 141541629 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-194933 FILM NUMBER: 14969724 BUSINESS ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 5184521242 MAIL ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD MUSIC CORP DATE OF NAME CHANGE: 19920703 S-1/A 1 c76854_s1a.htm 3B2 EDGAR HTML -- c76854_s1a.htm

As filed with the Securities and Exchange Commission on July 10, 2014

Registration No. 333-194933



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


Amendment No. 2
To

F
ORM S-1
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


TRANS WORLD ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

New York
(State or Other Jurisdiction of
Incorporation or Organization)

 

451220
(Primary Standard Industrial
Classification Code Number)

 

14-1541629
(I.R.S. Employer
Identification Number)

38 Corporate Circle
Albany, New York 12203
(518) 452-1242

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John Anderson
Trans World Entertainment Corporation
38 Corporate Circle
Albany, New York 12203
(518) 452-1242

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)


With a copy to:

William M. Hartnett
Cahill Gordon & Reindel
LLP
80 Pine Street
New York, New York 10005
(212) 701-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. S

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

Large accelerated filer
£

 

Accelerated filer
S

 

Non-accelerated filer
£

(Do not check if a smaller
reporting company)

 

Smaller reporting company
£


The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

 

 

 

 

Title of Each Class of
Securities to be Registered

 

Amount to be
Registered

 

Proposed
Maximum Offering
Price per Share
(1)

 

Proposed
Maximum Aggregate
Offering Price
(2)

 

Amount of
Registration
Fee
(3)(4)

 

Common Stock,
0.01 par value per share

 

83,389 shares

 

$5.26

 

$438,626.14

 

$56.50

 

 

(1)

 

Highest price paid per share in connection with the original sale of the securities subject to the rescission offer covered by this registration statement.

 

(2)

 

Represents the product of the amount to be registered and the proposed maximum offering price per share.

 

(3)

 

Calculated pursuant to Rule 457(j) on the basis of the proposed maximum offering price described in Note 2.

 

(4)

 

Previously paid.




EXPLANATORY NOTE

This amendment is being filed by Trans World Entertainment Corporation solely to file certain exhibits. No changes have been made to Part I of the Registration Statement or other sections of Part II. Accordingly, they have been omitted.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

 

(1)

 

Exhibits. The following exhibits are filed as part of this Registration Statement.

     

See the attached exhibit index.

II-1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Albany, State of New York, on the 10th day of July, 2014.

TRANS WORLD ENTERTAINMENT CORPORATION

     

By:

 

/s/ JOHN ANDERSON


(Chief Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name

 

Title

 

Date

 

*


(Robert J. Higgins)

 

Chairman and Chief Executive Officer
(Principal Executive Officer)

 

July 10, 2014

/S/ JOHN ANDERSON


(John Anderson)

 

Chief Financial Officer (Principal Financial and Chief Accounting Officer)

 

July 10, 2014

*


(Martin Hanaka)

 

Director

 

July 10, 2014

*


(Robert Marks)

 

Director

 

July 10, 2014

*


(Dr. Joseph G. Morone)

 

Director

 

July 10, 2014

*


(Michael Nahl)

 

Director

 

July 10, 2014

*


(Michael B. Solow)

 

Director

 

July 10, 2014

     

*

 

/s/ JOHN ANDERSON


John Anderson
Attorney-in-fact

II-2


INDEX TO EXHIBITS

 

 

 

Exhibit Number

 

Description of Exhibit

3.1

 

Restated Certificate of Incorporation—incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 29, 1994. Commission File No. 0-14818.

3.2

 

Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 1994. Commission File No. 0-14818.

3.3

 

Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 31, 1998. Commission File No. 0-14818.

3.4

 

Amended By-Laws—incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000. Commission File No. 0-14818.

3.5

 

Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-4, No. 333-75231.

3.6

 

Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-4, No. 333-75231.

3.7

 

Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 15, 2000. Commission File No. 0-14818.

3.8

 

Certificate of Amendment to the Certificate of Incorporation—incorporated herein by reference to Exhibit 2 to the Company’s Current Report on Form 8-A filed August 15, 2000. Commission File No. 0-14818.

4.1

 

Credit Agreement dated January 5, 2006, between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed January 10, 2006. Commission File No. 0-14818.

4.2

 

First Amendment to Credit Agreement between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 29, 2006. Commission File No. 0- 14818.

4.3

 

Second Amendment to Credit Agreement between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 23, 2006. Commission File No. 0-14818.

4.4

 

Amended and Restated Credit Agreement between Trans World Entertainment Corporation and Bank of America N.A.—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 15, 2010. Commission File No. 0- 14818.

4.5

 

First Amendment to Credit Agreement between Trans World Entertainment Corporation and Wells Fargo, National Association dated May 4, 2012—incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 7, 2012. Commission File No. 0-14818.

4.6

 

Consent dated November 27, 2012, pursuant to Amended and Restated Credit Agreement, dated as of April 15, 2010 by and between Trans World Entertainment Corporation and Wells Fargo Bank, National Association—incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 27, 2012. Commission File No. 0-14818.

*5.1

 

Opinion of Cahill Gordon & Reindel LLP regarding legality of common stock being registered.

10.1

 

Lease, dated April 1, 1985, between Robert J. Higgins, as Landlord, and Record Town, Inc. and Trans World Music Corporation, as Tenant and Amendment thereto dated April 28, 1986—incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, No. 33-6449.

II-3


 

 

 

Exhibit Number

 

Description of Exhibit

10.2

 

Second Addendum, dated as of November 30, 1989, to Lease, dated April 1, 1985, among Robert J. Higgins, and Trans World Music Corporation, and Record Town, Inc., exercising five year renewal option—incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended February 3, 1990. Commission File No. 0-14818.

10.3

 

Lease, dated November 1, 1989, between Robert J. Higgins, as Landlord, and Record Town, Inc. and Trans World Music Corporation, as Tenant—incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended February 2, 1991. Commission File No. 0-14818.

10.5

 

Lease dated September 1, 1998, between Robert J. Higgins, as Landlord, and Record Town, Inc. and Trans World Music Corporation, as Tenant, for additional office space at 38 Corporate Circle—incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1998. Commission File No. 0-14818.

10.6

 

Trans World Music Corporation 1990 Stock Option Plan for Non-Employee Directors, as amended and restated—incorporated herein by reference to Annex A to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 19, 2000. Commission File No. 0-14818.

10.7

 

Trans World Entertainment Corporation 1994 Stock Option Plan—incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1994. Commission File No. 0-14818.

10.8

 

Trans World Entertainment Corporation 1998 Stock Option Plan—incorporated herein by reference to Annex B to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 7, 1998. Commission File No. 0-14818.

10.9

 

Trans World Entertainment Corporation 1999 Stock Option Plan—incorporated herein by reference to Annex A to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 7, 1998. Commission File No. 0-14818.

10.10

 

Form of Indemnification Agreement dated May 1, 1995 between the Company and its officers and directors incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 1995. Commission File No. 0-14818.

10.11

 

Trans World Entertainment Corporation 2002 Stock Option Plan—incorporated herein by reference to Annex A to Trans World’s Definitive Proxy Statement on Form 14A filed as of May 23, 2002. Commission File No. 0-14818.

10.12

 

Trans World Entertainment Corporation Supplemental Executive Retirement Plan, as amended—incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 16, 2012. Commission File No. 0-14818.

10.13

 

Employment Agreement, dated as of December 26, 2008, between the Company and Robert J. Higgins. Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 29, 2008. Commission File No. 0-14818.

10.14

 

Trans World Entertainment Corporation 2005 Long Term Incentive and Share Award Plan incorporated herein by reference to Appendix A to Trans World Entertainment Corporation’s Definitive Proxy Statement on Form 14A filed as of May 11, 2005. Commission File No. 0-14818.

10.15

 

Trans World Entertainment Corporation Executive Officers Bonus Plan—incorporated herein by reference to Appendix A to Trans World Entertainment Corporation’s Definitive Proxy Statement on Form 14A filed as of May 20, 2009. Commission File No. 0-14818.

*21

 

Significant Subsidiaries of the Registrant.

**23.1

 

Consent of KPMG LLP.

**99.1

 

Form of cover letter to Rescission Offer recipients.

**99.2

 

Form of Rescission Offer Acceptance Form.


 

*

 

Filed herewith.

 

**

 

Previously filed.

II-4


EX-5.1 2 c76854_ex5-1.htm 3B2 EDGAR HTML -- c76854_ex5-1.htm

EXHIBIT 5.1

[CAHILL GORDON & REINDEL LETTERHEAD]

July 10, 2014

Trans World Entertainment Corporation
38 Corporate Circle
Albany, New York 12203

 

 

 

Re:

 

Trans World Entertainment Corporation
Rescission Offer — Registration
of 83,389 Shares of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Trans World Entertainment Corporation, a New York corporation (the “Company”), in connection with the Company’s offer to rescind (the “Rescission Offer”) purchases of 83,389 shares of common stock, par value $0.01 per share (the “Shares”), purchased under the Trans World Entertainment Corporation 401(k) Savings Plan (the “Plan”) between November 1, 2012 and November 15, 2013. The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 with respect to the Rescission Offer (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”).

In rendering the opinion set forth herein, we have examined originals, photocopies or conformed copies certified to our satisfaction of all such corporate records, agreements, instruments and documents of the Company, certificates of public officials and other certificates and opinions, and we have made such other investigations, as we have deemed necessary in connection with the opinions set forth herein. In our examination, we have assumed (a) the authenticity of all documents submitted to us as originals, (b) the conformity to the original documents of all documents submitted to us as copies and (c) the genuineness of all signatures on all documents submitted to us.

Based upon the foregoing, we are of the opinion that the Shares issued to recipients under the Plan were, at the time of delivery by the Company, validly issued, fully paid and non-assessable.

In rendering the opinion set forth above, we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States of America.

We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

 

/s/ Cahill Gordon & Reindel LLP


EX-21 3 c76854_ex21.htm 3B2 EDGAR HTML -- c76854_ex21.htm

EXHIBIT 21

TRANS WORLD ENTERTAINMENT CORPORATION

SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT

 

 

 

 

 

Name of Significant
Subsidiary

 

State of Incorporation

 

Subsidiary Trade Names

Record Town, Inc.

 

New York

 

Record Town, Inc.
CD World
f.y.e. Games
Manifest
Record and Tape Traders
Streetside Records
Specs
Spin Street
fye.com
wherehouse.com
secondspin.com

 

Record Town USA, LLC

 

Delaware

 

Record Town USA, LLC
f.y.e. (For Your Entertainment)
Coconuts
Saturday Matinee
f.y.e. movies
Second Spin
Wherehouse Music
Suncoast Motion Pictures
Sam Goody

 

Record Town Utah, LLC

 

New York

 

Record Town Utah, LLC
f.y.e. Superstore

 

Trans World New York, LLC

 

New York

 

Trans World New York, LLC

 

Trans World Florida, LLC

 

Florida

 

Trans World Florida, LLC