As filed with the Securities and Exchange Commission on April 21, 1999
Registration No. 333-75231
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
TRANS WORLD ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
New York 14-1541629
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
38 Corporate Circle, Albany, New York 12203
(Address of principal executive offices) (Zip Code)
-------------------
Camelot Music Holdings, Inc. 1998 Stock Option Plan
Camelot Music Holdings, Inc. 1998 Outside Directors Stock Option Plan
(Full title of the plans)
-------------------
Robert J. Higgins
President, Chief Executive Officer
and Chairman of the Board of Directors
Trans World Entertainment Corporation
38 Corporate Circle
Albany, New York 12203
(Name and address of agent for service)
(518) 452-1242
(Telephone number, including area code, of agent for service)
With copies to:
William M. Hartnett, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share offering registration fee
price
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value 1,339,500 (1) Not applicable Not applicable(2) Not applicable(2)
$.01 per share
================================================================================================================
</TABLE>
(1) Based on the product of (a) 705,000, the maximum number of shares of common
stock, par value $.01 per share, of Camelot Music Holdings, Inc. issuable
upon the exercise Camelot commons stock options (whether or not currently
exercisable) granted under the Camelot stock options plans listed above and
outstanding immediately prior to the completion of the acquisition by the
registrant of Camelot and (b) an exchange ratio 1.9 shares of the
registrant's common stock for each share of Camelot common stock.
(2) The registrant previously paid the registration fee in connection with its
Registration Statement on Form S-4 (Registration No. 333-75231) filed on
March 29, 1999, as amended by Amendment No. 1 on Form S-4/A filed on March
30, 1999, and declared effective as of March 31, 1999. See "INTRODUCTORY
STATEMENT NOT FORMING PART OF REGISTRATION STATEMENT" below.
================================================================================
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF REGISTRATION STATEMENT
Trans World Entertainment Corporation hereby amends its Registration
Statement on Form S-4 (Registration No. 333-75231) filed on March 29, 1999, as
amended by Amendment No. 1 on Form S-4/A filed on March 30, 1999, and declared
effective as of March 31, 1999, by filing this Post-Effective Amendment No. 1 on
Form S-8 relating to 1,339,500 shares of common stock, par value $.01 per share,
of Trans World issuable upon the exercise of options granted under the Camelot
Music Holdings, Inc. 1998 Stock Option Plan and the Camelot Music Holdings, Inc.
1998 Outside Directors Stock Option Plan.
Trans World and Camelot have entered into an Agreement and Plan of Merger,
dated as of October 26, 1998, pursuant to which Trans World will acquire
Camelot. Upon completion of the acquisition, Trans World will assume the Camelot
stock option plans listed above and options to purchase common stock, par value
$.01 per share, of Camelot granted under these Camelot stock option plans and
outstanding immediately prior to the completion of the acquisition, whether or
not then exercisable, will become fully vested and exercisable options to
purchase Trans World common stock on the terms set forth in the merger
agreement.
Pursuant to its Registration Statement on Form S-4, Trans World registered
20,685,608 shares of its common stock, including the shares to which this
Post-Effective Amendment No. 1 relates, representing the maximum number of
shares of its common stock issuable in connection with its acquisition of
Camelot. The designation of this Post-Effective Amendment No. 1 as Registration
No. 333-75231 denotes that this Post-Effective Amendment No. 1 relates only to
the 1,339,500 shares of Trans World common stock issuable upon the exercise of
options granted under the Camelot stock option plans listed above and that this
is the first post-effective amendment to the S-4.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As specified by Rule 428(b)(1) of the Securities Act of 1933, documents
containing the information specified in Part I of this Registration Statement
will be sent or given to each person who, at the time Trans World completes the
acquisition of Camelot, holds outstanding options issued under the Camelot plans
listed on the front cover of this Registration Statement. These documents, and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II below, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement:
(a) Trans World's Annual Report on Form 10-K for the year ended
January 31, 1998 filed on March 20, 1998, as amended by Forms 10-K/A filed
on April 24, 1998 and March 31, 1999.
(b) The following reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since January 31, 1998:
o Trans World's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998 filed on June 15, 1998, as amended by Form 10-Q/A
filed on March 31, 1999;
1
<PAGE>
o Trans World's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1998 filed on September 15, 1998, as amended by Form
10-Q/A filed on March 31, 1999;
o Trans World's Current Report on Form 8-K filed on November 2,
1998; and
o Trans World's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1998 filed on December 15, 1998, as amended by Form
10-Q/A filed on March 31, 1999.
(c) The description of Trans World's common stock contained in Trans
World's Registration Statement on Form 8-A filed on July 21, 1986 pursuant
to Section 12 of the Securities Exchange Act of 1934, as most recently
updated by Trans World's Registration Statement on Form S-4 (Registration
No. 333-75231) filed on March 29, 1999, as amended by Amendment No. 1 on
Form S-4/A filed on March 30, 1999.
All documents subsequently filed by Trans World pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 722 of the New York Business Corporation Law provides that a
corporation may indemnify an officer or director, in the case of third party
actions, against judgments, fines, amounts paid in settlement and reasonable
expenses and, in the case of derivative actions, against amounts paid in
settlement and reasonable expenses, if the director or officer "acted in good
faith for a purpose which he reasonably believed to be in . . . the best
interests of the corporation" and, in the case of criminal actions, "had no
reasonable cause to believe that his conduct was unlawful." Statutory
indemnification may not be provided in derivative actions in respect of a
threatened action, or a pending action which is settled or otherwise disposed
of, or any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement and expenses as the court deems
proper.
As contemplated Section 721 of the New York Business Corporation Law, Trans
World's By-Laws, as amended on March 31, 1987, provide a broader basis for
indemnification in accordance with and as permitted by Article 7 of the New York
Business Corporation Law.
2
<PAGE>
Section 6.6 of Trans World's By-Laws provides as follows:
"Section 6.6 Indemnification.
Except to the extent expressly prohibited by the New York Business
Corporation Law, the Corporation shall indemnify each person made or threatened
to be made a party to any action or proceedings, whether civil or criminal, by
reason of the fact that such person or such person's testator or intestate is or
was a director or officer of the Corporation, or serves or served at the request
of the Corporation any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses, including
attorney's fees, incurred in connection with such action or proceedings, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that his
or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action as adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, and provided further that
no such indemnification shall be required with respect to any settlement or
other nonadjudicated disposition of any threatened or pending action or
proceedings unless the Corporation has given its prior consent to such
settlement or other disposition.
The Corporation shall advance or promptly reimburse upon request any person
entitled to indemnification hereunder for all expenses, including attorney's
fees, reasonably incurred in defending any action or proceeding in advance of
the final disposition thereof upon receipt of an undertaking by or on behalf of
such person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith with
any request by the Corporation that common counsel be utilized by the parties to
an action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.
Nothing herein shall limit or affect any right of any person otherwise than
hereunder to indemnification or expenses, including attorneys' fees, under any
statute, rule, regulation, certificate of incorporation, by-law, insurance
policy, contract or otherwise.
Anything in these by-laws to the contrary notwithstanding, no elimination
of this by-law, and no amendment of this by-law adversely affecting the right of
any person to indemnification or advancement of expenses hereunder shall be
effective until the 60th day following notice to such person of such action, and
no elimination of or amendment to this by-law shall deprive any person of his or
her rights hereunder arising out of alleged or actual occurrences, acts or
failures to act prior to such 60th day.
The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this by-law. The indemnification of any person provided by this by-law shall
continue after such person has ceased to be a director, officer or employee of
the Corporation and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.
The Corporation is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
Corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the Corporation is estopped to contend otherwise.
3
<PAGE>
In case any provision in this by-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
Corporation to afford indemnification and advancement of expenses to its
directors, officers and employees, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.
For purposes of this by-law, the Corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his or her duties to the Corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person with respect to
an employee benefit plan pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this by-law, the term "Corporation"
shall include any legal successor to the Corporation, including any corporation
which acquires all or substantially all of the assets of the Corporation in one
or more transactions."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
Exhibit Description
4.1 Restated Certificate of Incorporation -- incorporated herein by reference
to Exhibit 3.1 to Trans World's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994. Commission File No. 0-14818.
4.2 Certificate of Amendment to the Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to Trans World's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 1994.
Commission File No. 0-14818.
4.3 Certificate of Amendment to the Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.4 to Trans World's Annual
Report on Form 10-K for the year ended January 31, 1998. Commission File
No. 0-14818.
4.4 Amended By-Laws -- incorporated herein by reference to Exhibit 3.2 to Trans
World's Annual Report on Form 10-K for the fiscal year ended February 2,
1991. Commission File No. 0-14818.
4.5 Proposed Certificate of Amendment to the Certificate of Incorporation.*
4.6 Proposed Certificate of Amendment to the Certificate of Incorporation.*
4.7 Registration Rights Agreement dated October 26, 1998 between Trans World
and certain stockholders named therein.*
5 Opinion of Cahill Gordon & Reindel re: validity of Trans World common
stock.*
23.1 Consent of KPMG LLP.
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
4
<PAGE>
Exhibit Description
24 Power of Attorney.*
- --------------------
* Previously filed with Trans World's Registration Statement on Form S-4
filed on March 29, 1999, as amended by Amendment No. 1 on Form S-4/A filed
on March 30, 1999. Commission File No. 333-75231.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii)to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that clauses (a)(1)(i) and (a)(1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Albany, State of New York, on April 21, 1999.
TRANS WORLD ENTERTAINMENT CORPORATION
By: /s/ JOHN J. SULLIVAN
-----------------------------------
John J. Sullivan
Senior Vice President-Finance, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
** Chairman of the Board, President, April 21, 1999
- ------------------------------------- Chief Executive Officer and Director
Robert J. Higgins
/s/ JOHN J. SULLIVAN Senior Vice President -- Finance, April 21, 1999
- ------------------------------------- Chief Financial Officer and Treasurer*
(John J. Sullivan)
** Secretary and Director April 21, 1999
- ---------------------------------------
(Matthew H. Mataraso)
** Director April 21, 1999
- ---------------------------------------
(Dean S. Adler)
** Director April 21, 1999
- ---------------------------------------
(George W. Dougan)
** Director April 21, 1999
- ---------------------------------------
(Charlotte G. Fischer)
** Director April 21, 1999
- ---------------------------------------
(Martin E. Hanaka)
** Director April 21, 1999
- ---------------------------------------
(Isaac Kaufman)
- ----------
* Chief accounting and principal financial officer
7
<PAGE>
Signature Title Date
** Director April 21, 1999
- ---------------------------------------
(Dr. Joseph G. Morone)
**By: /s/ JOHN J. SULLIVAN Attorney-in-fact April 21, 1999
----------------------------------
John J. Sullivan
</TABLE>
8
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 Restated Certificate of Incorporation -- incorporated herein by reference
to Exhibit 3.1 to Trans World's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994. Commission File No. 0-14818.
4.2 Certificate of Amendment to the Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to Trans World's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 29, 1994.
Commission File No. 0-14818.
4.3 Certificate of Amendment to the Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.4 to Trans World's Annual
Report on Form 10-K for the year ended January 31, 1998. Commission File
No. 0-14818.
4.4 Amended By-Laws -- incorporated herein by reference to Exhibit 3.2 to Trans
World's Annual Report on Form 10-K for the fiscal year ended February 2,
1991. Commission File No. 0-14818.
4.5 Proposed Certificate of Amendment to the Certificate of Incorporation.*
4.6 Proposed Certificate of Amendment to the Certificate of Incorporation.*
4.7 Registration Rights Agreement dated October 26, 1998 between Trans World
and certain stockholders named therein.*
5 Opinion of Cahill Gordon & Reindel re: validity of Trans World common
stock.*
23.1 Consent of KPMG LLP.
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
24 Power of Attorney.*
- --------------------
* Previously filed with Trans World's Registration Statement on Form S-4
filed on March 29, 1999, as amended by Amendment No. 1 on Form S-4/A filed
on March 30, 1999. Commission File No. 333-75231.
9
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Trans World Entertainment Corporation:
We consent to the incorporation by reference in the registration statement
(No. 333-75231) on Form S-8 of Trans World Entertainment Corporation pertaining
to the Camelot Music Holdings, Inc. 1998 Stock Option Plan and the Camelot Music
Holdings, Inc. 1998 Outside Directors Stock Option Plan of our report dated
March 13, 1998 relating to the consolidated balance sheets of Trans World
Entertainment Corporation and subsidiaries as of January 31, 1998 and February
1, 1997, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the fiscal years in the three-year period
ended January 31, 1998, which report appears in the Annual Report on Form 10-K
of Trans World Entertainment Corporation and subsidiaries for the fiscal year
ended January 31, 1998 originally filed on March 20, 1998, as amended by Forms
10-K/A filed on April 24, 1998 and March 31, 1999.
/s/ KPMG LLP
Albany, New York
April 21, 1999
