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
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANS WORLD ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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New York |
451220 |
14-1541629 |
38 Corporate Circle
Albany, New York 12203
(518) 452-1242
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants 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):
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Large accelerated filer |
Accelerated filer |
Non-accelerated filer |
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.
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Title of Each Class of |
Amount to be |
Proposed |
Proposed |
Amount of |
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Common Stock, |
83,389 shares |
$5.26 |
$438,626.14 |
$56.50 |
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(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. |
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(2) |
Represents the product of the amount to be registered and the proposed maximum offering price per share. |
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(3) |
Calculated pursuant to Rule 457(j) on the basis of the proposed maximum offering price described in Note 2. |
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(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 Item 16. Exhibits
(1)
Exhibits. The following exhibits are filed as part of this Registration Statement.
See the attached exhibit index. II-1
INFORMATION NOT REQUIRED IN PROSPECTUS
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 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 II-2
(Principal Executive Officer)
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibit 3.1
Restated Certificate of Incorporationincorporated herein by reference to Exhibit 3.1 to
the Companys 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 Incorporationincorporated herein by
reference to Exhibit 3.1 to the Companys 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 Incorporationincorporated herein by
reference to Exhibit 3.4 to the Companys Annual Report on Form 10-K for the year
ended January 31, 1998. Commission File No. 0-14818. 3.4
Amended By-Lawsincorporated herein by reference to Exhibit 3.4 to the Companys
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 Incorporationincorporated herein by
reference to Exhibit 3.5 to the Companys Registration Statement on Form S-4, No.
333-75231. 3.6
Certificate of Amendment to the Certificate of Incorporationincorporated herein by
reference to Exhibit 3.6 to the Companys Registration Statement on Form S-4, No.
333-75231. 3.7
Certificate of Amendment to the Certificate of Incorporationincorporated herein by
reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed August
15, 2000. Commission File No. 0-14818. 3.8
Certificate of Amendment to the Certificate of Incorporationincorporated herein by
reference to Exhibit 2 to the Companys 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 Companys 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
Companys 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
Companys 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
Companys 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, 2012incorporated by
reference to Exhibit 4.1 to the Companys 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 Associationincorporated by reference to
Exhibit 10.1 to the Companys 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, 1986incorporated herein by reference to Exhibit 10.3 to the Companys
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 optionincorporated herein by reference to Exhibit 10.2 to
the Companys 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 Tenantincorporated herein by
reference to Exhibit 10.3 to the Companys 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 Circleincorporated herein by reference to Exhibit 10.1 to the
Companys 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 restatedincorporated herein by reference to Annex A to Trans
Worlds 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 Planincorporated herein by
reference to Exhibit 10.1 to the Companys 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 Planincorporated herein by
reference to Annex B to Trans Worlds 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 Planincorporated herein by
reference to Annex A to Trans Worlds 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
Companys 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 Planincorporated herein by
reference to Annex A to Trans Worlds 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
amendedincorporated herein by reference to Exhibit 10.1 to the Companys 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 Companys
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
Corporations 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 Planincorporated
herein by reference to Appendix A to Trans World Entertainment Corporations
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
EXHIBIT 5.1
[CAHILL GORDON & REINDEL LETTERHEAD]
July 10, 2014
Trans World Entertainment Corporation
38 Corporate Circle
Albany, New York 12203
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Re: |
Trans World Entertainment Corporation |
Ladies and Gentlemen:
We have acted as special counsel to Trans World Entertainment Corporation, a New York corporation (the Company), in connection with the Companys 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
EXHIBIT 21
TRANS WORLD ENTERTAINMENT CORPORATION
SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT
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Name of Significant |
State of Incorporation |
Subsidiary Trade Names |
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Record Town, Inc. |
New York |
Record Town, Inc. |
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Record Town USA, LLC |
Delaware |
Record Town USA, LLC |
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Record Town Utah, LLC |
New York |
Record Town Utah, LLC |
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Trans World New York, LLC |
New York |
Trans World New York, LLC |
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Trans World Florida, LLC |
Florida |
Trans World Florida, LLC |