-----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, Q9JDenumOsEgABu+EVRkiFaBW0S/2EsFlEs7o+dugl5EUfPpjmKWxKYvu/3s6z2q vwmZhM0FKoBWnQLxFeRtQA== 0000927025-98-000036.txt : 19980327 0000927025-98-000036.hdr.sgml : 19980327 ACCESSION NUMBER: 0000927025-98-000036 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970831 FILED AS OF DATE: 19980326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-24450 FILM NUMBER: 98574604 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 1997. Commission File Number: 0-24450 RAWLINGS SPORTING GOODS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 43-1674348 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1859 Intertech Drive, Fenton, Missouri 63026 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(314) 349-3500 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 (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 the filing requirements for at least 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 the voting Common Stock held by nonaffiliates of the registrant as of March 16, 1998 was $106,999,763. The number of shares of the registrant's Common Stock, $.01 par value, outstanding as of March 16, 1998, was 7,781,801. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's 1997 Annual Report are incorporated by reference into Item 1 of Part I and Items 5, 6, 7 and 8 of Part II of this report. Portions of the registrant's proxy statement for the annual meeting are incorporated by reference into Items 10, 11, 12 and 13 of Part III of this report. AMENDMENT The primary purpose of this Amendment is to provide as an exhibit that portion of the 1997 Annual Report to Stockholders of Rawlings Sporting Goods Company, Inc. (the "Company") that was inadvertently omitted from the Company's original filing of Form 10-K on November 26, 1997. The portion omitted consisted of that part of page 25 which included the information required pursuant to Item 5 of Form 10-K and which was incorporated by reference therein from the 1997 Annual Report to Stockholders of the Company. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) (1) Financial Statements: The financial statements filed as a part of this report are listed in Part II, Item 8. (a) (2) Financial Statement Schedules: None. (a) (3) Exhibits 2.1 Asset Purchase Agreement, dated September 10, 1997 among Les Equipments Sportif Davtec, Inc. USA Skate Corporation, California Pro Sports, Inc., Rawlings Canada, Inc. and the Company, included as Exhibit 2.1 to the Company's Form 8-K filed on October 21, 1997 is hereby incorporated herein by reference. 3.1 Certificate of Incorporation, included as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 33-77906), is hereby incorporated herein by reference. 3.2 By-Laws, included as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 33-77906), is hereby incorporated herein by reference. 3.3 By-Law amendment included as exhibit 3.3 to the Company's Form 10-K for the fiscal year ended August 31, 1996, is hereby incorporated herein by reference. 4.1 Rights Agreement dated as of July 1, 1994 between the Company and Boatmen's Trust Company as Rights Agent, included as Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 30, 1994, is hereby incorporated herein by reference. 4.2 Amendment of Rights Agreement dated November 21, 1997 between the Company, Boatmen's Trust Company and Chase Mellon Shareholder Services, Inc., included as Exhibit 4.2 to the Company's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 4.3 Common Stock Purchase Warrant dated November 21, 1997 issued by the Company to Bull Run Corporation included as Exhibit 4.1 to the Company's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 10.1 Amended and Restated Credit Agreement dated as of September 12, 1997 among the Company, The First National Bank of Chicago, as agent, and certain lenders named therein included as Exhibit 99.1 to the Company's Form 8-K filed on October 21, 1997 is hereby incorporated herein by reference. 10.2 Assets Transfer Agreement dated as of July 8, 1994 by and among Figgie, Figgie Licensing Corporation, Figgie International Real Estate, Inc., Figgie Properties, Inc. and the Company, included as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 1994, is hereby incorporated herein by reference. 10.3 Transitional Services Agreement dated as of July 8, 1994 between Figgie and the Company, included as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 1994, is hereby incorporated herein by reference. 10.4 Tax Sharing and Separation Agreement dated July 8, 1994 between the Company and Figgie, included as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended June 30, 1994, is hereby incorporated herein by reference. * 10.5 The Company's 1994 Long-Term Incentive Plan, included as Exhibit A to the Company's proxy statement dated December 9, 1994, is hereby incorporated herein by reference. * 10.6 The Company's 1994 Non-Employee Directors' Stock Plan, included as Exhibit B to the Company's proxy statement dated December 9, 1994, is hereby incorporated herein by reference. 10.7 Amendment Agreement between Rawlings Sporting Goods Company and ASICS Corporation, dated January 21, 1991, included as Exhibit 10.6 to the Company's Registration Statement on Form S-1 (File No. 33-77906), is hereby incorporated herein by reference. * 10.8 Form of Indemnity Agreement entered into with Directors and executive officers, included as Exhibit 10.7 to the Company's Form 10-K for the fiscal year ended August 31, 1994, is hereby incorporated herein by reference. * 10.9 Form of Severance Agreement entered into with executive officers included as Exhibit 10.8 to the Company's Form 10-K for the year ended August 31, 1995 is hereby incorporated herein by reference. 10.10 Investment Purchase Agreement dated November 21, 1997 between the Company and Bull Run Corporation, included as Exhibit 99.1 to the Company's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 10.11 Standstill Agreement dated November 21, 1997 between the Company and Bull Run Corporation, included as Exhibit 99.2 to the Company's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 10.12 Registration Rights Agreement dated November 21, 1997 between the Company and Bull Run Corporation, included as Exhibit 99.3 to the Company's Form 8-K dated November 21, 1997 is hereby incorporated herein by reference. 13. Annual Report to Stockholders for the Fiscal Year Ended August 31, 1997, included as Exhibit 13 to the Company's Form 10-K dated November 26, 1997 is hereby incorporated herein by reference. ** 13.1 Selected portions of page 25 of the Annual Report to Stockholders for the Fiscal Year Ended August 31, 1997. 21. Subsidiaries of the Company, included as Exhibit 21 to the Company's Form 10-K dated November 26, 1997 is hereby incorporated herein by reference. 23. Consent of Arthur Andersen LLP, included as Exhibit 23 to the Company's Form 10-K dated November 26, 1997 is hereby incorporated herein by reference. * Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to the Item 14(c) of this report. ** Filed herewith. (b) Reports on Form 8-K There are no reports filed on Form 8-K for the quarter ended August 31, 1997. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RAWLINGS SPORTING GOODS COMPANY, INC. Date: March 18, 1997 By: /s/ Paul E. Martin Paul E. Martin Chief Financial Officer EX-13.1 2 EXHIBIT 13.1 From page 25 of the 1997 Annual Report to Stockholders of Rawlings Sporting Goods Company, Inc.: STOCK EXCHANGE LISTING Rawlings' Common Stock is quoted on the NASDAQ National Market System under the symbol RAWL. As of August 31, 1997, there were 630 shareholders of record. Common Stock High Low Close 1997 4th Qtr. $10 3/4 $7 7/8 $10 9/16 3rd Qtr. 10 1/2 7 3/4 8 3/4 2nd Qtr. 14 1/8 7 5/8 9 1st Qtr. 10 3/8 7 5/8 7 7/8 1996 4th Qtr. $10 1/2 $8 3/8 $9 9/16 3rd Qtr. 11 8 9 1/4 2nd Qtr. 9 1/8 6 8 1/4 1st Qtr. 9 3/4 7 1/4 7 5/8 The Company has paid no dividends. -----END PRIVACY-ENHANCED MESSAGE-----