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PROSPECTUS Filed pursuant to Rule 424(b)(1)
Registration No. 333-64501
200,000 SHARES
[CYRK LOGO]
COMMON STOCK
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The 200,000 shares of Common Stock, $.01 par value per share (the "Common
Stock"), of Cyrk, Inc. (the "Company" or the "Registrant") covered by this
Prospectus (the "Shares") are being offered by Interpublic Group of Companies,
Inc. (the "Selling Shareholder").
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. FOR A
DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH THE
PURCHASE OF THESE SECURITIES, SEE "RISK FACTORS" BEGINNING ON PAGE THREE.
The Selling Shareholder and its agents, donees, distributees, pledgees and
other successors in interest may sell the Shares from time to time in one or
more transactions. The Shares may be sold on the Nasdaq National Market, or
otherwise, at market prices then prevailing or in negotiated transactions. The
Shares may also be sold pursuant to option, hedging or other transactions with
broker-dealers. The Shares may also be offered in one or more underwritten
offerings. The underwriters in an underwritten offering, if any, and the terms
and conditions of any such offering will be described in a supplement to this
Prospectus. For information regarding the Selling Shareholder and the plan of
distribution of the Shares offered hereby, see "Selling Shareholder" and "Plan
of Distribution".
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholder. See "Use of Proceeds".
The Common Stock of the Company is listed on the Nasdaq National Market
under the symbol "CYRK." On September 25, 1998, the last reported sale price of
Common Stock on the Nasdaq National Market was $9.75 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS OCTOBER 5, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at Seven World Trade Center, 13th Floor, New York, New York
10048, and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials also may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material may also be obtained
from the Commission's web site at http://www.sec.gov. The Common Stock of the
Company is traded on the Nasdaq National Market. Reports, proxy statements and
other information concerning the Company also may be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules filed therewith. For further information with respect to the Company
and the Common Stock offered hereby, reference is hereby made to such
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document are not necessarily complete, and in each instance reference
is made to the copy of such agreement or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the principal office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ending
March 31, 1998.
3. The Company's Quarterly Report on Form 10-Q for the quarter ending
June 30, 1998.
4. The description of the Company's Common Stock, which is
incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration No. 33-75320), including all amendments and reports
amending such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in this Prospectus, any Prospectus
supplement or in a document incorporated or deemed to be incorporated by
reference shall be deemed to be modified or superseded to the extent that a
statement contained in any Prospectus supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
or therein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of such person, a copy of any or all of the documents
which are incorporated by reference in this Prospectus, other than exhibits to
such documents
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(unless such exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Patricia J. Landgren,
Secretary, Cyrk, Inc., 3 Pond Road, Gloucester, Massachusetts 01930. Telephone
(978) 283-5800.
Certain information contained in this Prospectus summarizes, is based upon,
or refers to, information and financial statements, contained in one or more
documents incorporated or deemed to be incorporated by reference in this
Prospectus; accordingly, such information contained herein is qualified in its
entirety by reference to such documents and should be read in conjunction
therewith.
THE COMPANY
The principal executive offices of the Company are located at 3 Pond Road,
Gloucester, Massachusetts 01930 (telephone (978) 283-5800).
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Common Stock offered by this Prospectus. In particular, potential investors
are advised that statements contained herein or incorporated by reference into
this Prospectus expressing the beliefs and expectations of management regarding
the Company's future results or performance are forward looking statements based
on current expectations that involve a number of risks and uncertainties. The
following factors describe certain market risks associated with an investment in
the Common Stock and various of the risks and uncertainties which could cause
actual results to differ materially from management expectations.
DEPENDENCE ON PRINCIPAL CUSTOMERS
In recent years, the Company's business has been heavily dependent on
purchases of promotional products by certain key customers including, but not
limited to, Philip Morris Incorporated ("Philip Morris") and the Pepsi-Cola
Company ("Pepsi"). Additionally, the business of the Company's subsidiary, Simon
Marketing, Inc. ("Simon"), is heavily dependent on purchases of promotional
products and services by McDonald's Corporation or its franchisees
("McDonald's") for which it receives an annual fee. The loss of any of these
customers or a significant reduction in their level of purchases from the
Company without an offsetting increase in purchases by new or other existing
customers would have a material adverse effect on the Company's business and
results of operations. The Company's agreements with Pepsi were terminated in
December of 1997 and the Company expects the volume of its business with Pepsi
in the future to be minimal in comparison to that of 1996 and 1997.
PROJECTED OPERATING LOSSES IN 1998
While the Company has been seeking new major promotional customers to
replace the Company's agreements with Pepsi, it is very unlikely that sales to
new customers, or increased sales to existing customers, in 1998 will materially
reduce the revenue shortfall caused by the termination of the Pepsi agreements.
The Company therefore expects to report operating losses for 1998. These
operating losses will likely exert increasing pressure on the Company's cash
position. In the event of sustained operating losses, the Company will incur
difficulty in renewing existing credit facilities, or obtaining additional
financing. The Company may seek additional equity financing during the next
twelve months. However, there can be no assurance that such financing will be
available on acceptable terms, and any additional equity financing could result
in additional dilution to existing investors.
LIMITED CUSTOMER COMMITMENTS
As is generally the case with its other promotional product customers, the
Company's agreements with Philip Morris and McDonald's do not require them to
make a certain level of purchases. Instead, purchase commitments are represented
by purchase orders placed by the customers from time to time during the course
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of a promotion. The actual level of purchases by Philip Morris and McDonald's
(and other promotional products customers) depends on a number of factors,
including the duration of the promotion and consumer redemption rates. Purchase
orders are generally subject to cancellation with limited penalty. Consequently,
the Company's level of net sales is difficult to predict accurately and can
fluctuate greatly from quarter to quarter.
COMPETITION
Philip Morris and certain other customers seek competitive bids for their
promotional programs. The Company's profit margin depends, to a great extent, on
its competitive position when bidding and its ability to continually lower its
product costs after being awarded bids. Competition is not expected to abate and
thus will continue to exert pressure on the Company's profit margin in the
future.
INTEGRATION OF NEW SUBSIDIARIES
The successful integration of the operations of the Company's new
subsidiaries, Simon, which was acquired on June 9, 1997, and Tonkin, Inc.
("Tonkin"), which was acquired on April 7, 1997, with those of the Company will
require, among other things, the coordination of the respective product and
promotional offerings of the Company, Simon and Tonkin related sales, marketing,
development and administrative activities. There can be no assurance that the
Company will not encounter unexpected difficulties in such integration or that
the expected benefits of the business combination will be realized. Any
unexpected delays or costs incurred in such integration could have a materially
adverse effect upon the Company.
EFFECT OF INDUSTRY CONDITIONS FACING THE COMPANY'S CUSTOMERS
The Company's business is heavily dependent on the promotional budgets of
its customers, which in turn are influenced by industry conditions and other
factors. Accordingly, industry conditions faced by Philip Morris in particular
and conditions in the tobacco industry in general are expected to impact the
Company's business. There can be no assurance that these conditions will not
lead to a reduction in advertising and promotional spending by Philip Morris, or
that Philip Morris will not change its advertising and promotional strategy in a
manner that reduces the use of promotional programs such as the Marlboro
Adventure Team, Country Store and Unlimited promotions. A significant reduction
in spending by Philip Morris on promotional product programs would have a
material adverse effect on the Company's business and results of operations.
The United States Food and Drug Administration (the "FDA") has issued final
regulations with respect to promotional programs relating to tobacco products.
Such regulations, among other things, ban (i) gifts based on proof of purchase
of tobacco products or redeemable coupons, (ii) the use of tobacco brand names
or any other indices of tobacco brand identification on non-tobacco products
(e.g. T-shirts, hats, other clothing, gym bags and trinkets) and (iii)
brand-name sponsorship of sporting events, concerts and other events. These
regulations became effective on August 28, 1997, except for the ban on
brand-name sponsorship, which is to become effective on August 28, 1998. In
April of 1997, a federal district court in North Carolina ruled that the FDA did
not have the authority to restrict the use of tobacco brand identification on
promotional items and struck down this section of the regulations. The decision
was appealed to the Fourth Circuit Court of Appeals which in August of 1998 held
that the FDA does not have the authority to regulate tobacco products. The
Fourth Circuit's decision has been appealed. If the Fourth Circuit's decision is
reversed, the FDA regulations could have a material adverse effect on the
Company's sales to Philip Morris, which in turn will have a material adverse
effect on the Company's business and results of operations.
Recently, certain tobacco companies, including Philip Morris, have been
negotiating with the state attorneys general and public health advocates to
settle pending and future litigation against these companies. The settlement
which is currently proposed would include a ban on promotional programs relating
to tobacco products. Even if the FDA regulations are not upheld, if such a
settlement is reached, it could have a material and adverse effect on the
Company's sales to Philip Morris, which in turn could have a material adverse
effect on the Company's business and results of operations.
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PROMOTIONAL PRODUCT DEMAND
The Company's business is driven by spending by companies to promote their
corporate identities and brand name products. If the demand for brand name
products diminishes or if the companies decrease their use of promotional
product programs to promote their corporate identities and brands, the Company's
business could be materially and adversely affected. In addition, the Company's
relationship with certain of its promotional products customers has been limited
to the sourcing of products being offered or sold by the customer in connection
with a single promotional program. There can be no assurance that such customers
will continue to use the Company to source products for future promotional
programs.
DEPENDENCE ON FOREIGN MANUFACTURING
The majority of the Company's net sales in recent years were attributable
to products manufactured by subcontractors located in Asia. The Company has no
long-term contracts with these manufacturing sources and often competes with
other companies for production facilities and import quota capacity. In
addition, certain Asian manufacturers require that a letter of credit be posted
at the time a purchase order is placed. There can be no assurance that the
Company will continue to have the necessary credit facilities for the purpose of
posting such letters of credit. The Company's business is subject to the risks
normally associated with conducting business abroad, such as foreign government
regulations, political unrest, disruptions or delays in shipments, fluctuations
in foreign currency exchange rates and changes in economic conditions in
countries in which the Company's manufacturing sources are located. If any such
factors were to render the conduct of business in a particular country
undesirable or impractical, or if the Company's current foreign manufacturing
sources were to cease doing business with the Company for any reason, the
Company's business and operating results could be adversely affected.
IMPORTS AND IMPORT RESTRICTIONS
The importation of products manufactured in Asia is subject to the
constraints imposed by bilateral agreements between the United States and
substantially all of the countries from which the Company imports goods. These
agreements impose quotas that limit the quantity of certain types of goods,
including textile products imported by the Company, which can be imported into
the United States from those countries. Such agreements also allow the United
States to impose, under certain conditions, restraints on the importation of
categories of merchandise that, under the terms of the agreements, are not
subject to specified limits.
The Company's continued ability to source products that it imports may be
adversely affected by additional bilateral and multilateral agreements,
unilateral trade restrictions, significant decreases in import quotas, the
disruption of trade from exporting countries as a result of political
instability or the imposition of additional duties, taxes and other charges or
restrictions on imports.
Products imported by the Company from China currently receive the same
preferential tariff treatment accorded goods from countries granted "most
favored nation" status. However, the renewal of China's most favored nation
treatment has been a contentious political issue for several years and there can
be no assurance that such status will be continued. If China were to lose its
most favored nation status, goods imported from China will be subject to
significantly higher duty rates which would increase the cost of goods from
China. Any such increase could have a material adverse effect on the Company's
business.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent on several key personnel, including Gregory P.
Shlopak, Chairman of the Board and Chief Executive Officer, Patrick D. Brady,
President and Chief Operating Officer and Allan Brown, Chief Executive Officer
of Simon. The loss of the services of any one of them could have a material
adverse effect on the Company. Neither Mr. Shlopak nor Mr. Brady is subject to
an employment contract with the Company. The Company's continued success is also
dependent upon its ability to retain and attract skilled design, marketing and
management personnel.
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ACQUISITIONS AND STRATEGIC ALLIANCES
The Company expects to make acquisitions of other businesses which are
complementary to the Company's business or to enter into strategic alliances
with such businesses. There can be no assurance that such strategic alliances,
or any future acquisition or strategic alliance, will be completed or, if
completed, will result in long-term benefits to the Company. Further, if the
Company is not successful in its acquisition or strategic alliance endeavors,
the Company's operating results in the future may be adversely affected.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholder.
SELLING SHAREHOLDER
Set forth below, with respect to the Selling Shareholder, is the number of
shares of Common Stock owned on September 28, 1998, the number of Shares offered
pursuant to this Prospectus and the number of shares to be owned after
completion of the offering (assuming the sale of all Shares offered hereunder).
<TABLE>
<CAPTION>
TOTAL NO. OF SHARES NO. OF
OWNED ON NO. OF SHARES TO BE SHARES OWNED AFTER
NAME SEPTEMBER 28, 1998 OFFERED OR SOLD COMPLETION
---- ------------------- ------------------- ------------------
<S> <C> <C> <C>
Interpublic Group of Companies, Inc.(1)..... 200,000 200,000 0
</TABLE>
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(1) On June 30, 1998, in connection with the settlement of a lawsuit between
Simon and Promotional Concept Group, Inc. ("PCG"), the Company issued a
warrant to the Selling Shareholder to purchase up to 200,000 shares of
Common Stock at an exercise price of $11.00 per share (the "Warrant). The
shares offered pursuant to this Prospectus are the shares issuable upon the
exercise of the Warrant. The Warrant expires on July 31, 2002 or as
otherwise provided in the Warrant.
PLAN OF DISTRIBUTION
The Selling Shareholder and its agents, donees, distributees, pledgees and
other successors in interest may, from time to time, offer for sale and sell or
distribute the Shares to be offered by them hereby (a) in transactions executed
on the Nasdaq National Market, through registered broker-dealers (who may act as
principals, pledgees or agents) pursuant to unsolicited orders or offers to buy,
(b) in negotiated transactions, or (c) through other means. The Shares may be
sold from time to time in one or more transactions at market prices prevailing
at the time of sale or a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Shareholder or by agreement between the
Selling Shareholder and its underwriters, dealers, brokers or agents. The Shares
may also be offered in one or more underwritten offerings. The underwriters in
an underwritten offering, if any, and the terms and conditions of any such
offering will be described in a supplement to this Prospectus.
In connection with distribution of the Shares, the Selling Shareholder may
enter into hedging or other option transactions with broker-dealers in
connection with which, among other things, such broker-dealers may engage in
short sales of the Shares pursuant to this Prospectus in the course of hedging
the positions they assume with the Selling Shareholder. The Selling Shareholder
may also sell Shares short pursuant to this Prospectus and deliver the Shares to
close out such short positions. The Selling Shareholder may also enter into
option or other transactions with broker-dealers which may result in the
delivery of Shares to such broker-dealers who may sell such Shares pursuant to
this Prospectus. The Selling Shareholder may also pledge the Shares to a
broker-dealer and upon default the broker-dealer may effect the sales of the
pledged Shares pursuant to this Prospectus.
Any underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form of underwriting
discounts, concessions, commissions or fees from the Selling
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Shareholder and/or purchasers of Shares, for whom they may act. Such discounts,
concessions, commissions or fees will not exceed those customary for the type of
transactions involved. In addition, the Selling Shareholder and any such
underwriters, dealers, brokers or agents that participate in the distribution of
Shares may be deemed to be underwriters under the Securities Act, and any
profits on the sale of Shares by them and any discounts, commissions or
concessions received by any of such persons may be deemed to be underwriting
discounts and commissions under the Securities Act. Those who act as
underwriter, broker, dealer or agent in connection with the sale of the Shares
will be selected by the Selling Shareholder and may have other business
relationships with the Company and its subsidiaries or affiliates in the
ordinary course of business.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being passed upon for
the Company by Choate, Hall & Stewart, Boston, Massachusetts. Cameron Read, a
partner of Choate, Hall & Stewart, is the Assistant Secretary of the Company.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO
ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Risk Factors.............................................................. 3
Use of Proceeds........................................................... 6
Selling Shareholder....................................................... 6
Plan of Distribution...................................................... 6
Interests of Named Experts and Counsel.................................... 7
</TABLE>
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200,000 SHARES
[CYRK LOGO]
COMMON STOCK
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PROSPECTUS
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OCTOBER 5, 1998
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