Attached files
| file | filename |
|---|---|
| EX-31.2 - EX31.2 TO RC2 CORPORATION FORM 10-K/A - RC2 CORP | ex312rcrcform10ka.htm |
| EX-31.1 - EX 31.1 TO RC2 CORPORATION FORM 10-K/A - RC2 CORP | ex311rcrcform10ka.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2010.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _____.
Commission file number 0-22635
RC2 CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 36-4088307 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 1111 W. 22nd Street, Suite 320, Oak Brook, Illinois | 60523 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: 630-573-7200 | ||
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class |
Name of each exchange on which registered
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| Common Stock, Par Value $0.01 Per Share | The NASDAQ Stock Market | |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes No X
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 of 15(d) of the Exchange Act.
Yes No X
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 such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes 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 the 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. [X]
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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Exchange Act Rule 12b-2.
| Large accelerated filer [ ] | Accelerated filer [ X ] |
| Non-accelerated filer [ ] | Smaller reporting company [ ] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
Aggregate market value of the Registrant’s common stock held by non-affiliates as of June 30, 2010 (the last business day of the Registrant’s most recently completed second quarter): $340,016,806. Shares of common stock held by any executive officer or director of the Registrant have been excluded from this computation because such persons may be deemed affiliates. This determination of affiliate status is not a conclusive determination for other purposes.
Number of shares of the Registrant’s common stock outstanding as of February 22, 2011: 21,659,048
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2011 Annual Meeting of the Stockholders of the Registrant are incorporated by reference into Part III of this report.
As used in this report, the terms “we,” “us,” “our,” “RC2 Corporation,” “RC2” and the “Company” mean RC2 Corporation and its subsidiaries, unless the context indicates another meaning, and the term “common stock” means our common stock, par value $0.01 per share.
Special Note Regarding Forward-Looking Statements
Certain statements contained in this report are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “opportunity,” “hope,” “plan,” “potential,” “should,” “estimate,” “predict,” “continue,” “future,” “will,” “would” or the negative of these terms or other words of similar meaning. Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. Our actual results and future developments could differ materially from the results or developments expressed in, or implied by, these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in Item 1A of this report. We undertake no obligation to make any revisions to the forward-looking statements contained in this filing or to update them to reflect events or circumstances occurring after the date of this filing.
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Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") of RC2 Corporation for the fiscal year ended December 31, 2010 is being filed solely for the purpose of correcting an error contained in Part I, Item 1. "Business – Employees" related to the disclosure of the number of employees of RC2 as of December 31, 2010. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, certain portions of the text of Exhibits 31.1 and 31.2 as amended is set forth herein. In addition, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15, the Company has updated the dates of the certifications contained therein. The remainder of the Form 10-K is unchanged and is not reproduced in this Amendment No. 1. This Amendment No. 1 speaks as of the original filing date of the Form 10-K and does not reflect events occurring after the filing date of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.
Part I
Item 1. Business
Overview
We are a leading designer, producer and marketer of a broad range of innovative, high-quality products for mothers, infants, and toddlers, as well as toys and collectible products sold to preschoolers, youths and adults. Our leadership position is measured by sales and brand recognition. Our mother, infant, toddler and preschool products are primarily marketed under our Learning Curve® family of brands, which includes The First Years®, Lamaze® and JJ Cole® Collections brands, as well as popular and classic licensed properties such as Thomas & Friends, Bob the Builder, Special Agent Oso, Chuggington, Dinosaur Train, John Deere, Disney’s Winnie the Pooh, Princesses, Cars, Fairies and Toy Story, Ziploc, and other well-known properties. We market our youth and adult products primarily under the Johnny Lightning® and Ertl® brands. We reach our target consumers through multiple channels of distribution supporting more than 25,000 retail outlets throughout North America, Europe, Australia, Asia Pacific and South America.
Business Segments
The Company’s reportable segments are North America and International. The North America segment includes the United States, Canada and Mexico. The International segment includes non-North America markets. The discussion in this Form 10-K applies to all segments except where otherwise stated. For additional information on the Company’s segment reporting, including net sales, operating income (loss) and total assets, see Note 4 to our consolidated financial statements included elsewhere herein.
Recent Acquisition
At the close of business on August 4, 2010, the Company acquired substantially all of the assets of White Pines, LLC (the JJ Cole Business), a privately-held, developer and marketer of mother, infant and toddler stylized travel, storage, comfort and convenience products marketed under the JJ Cole Collections brand. The acquired brands and products and the new additions to the Company’s management team will allow the Company to rapidly expand its presence in stylized and fashion-driven mother, infant and toddler products. Closing consideration consisted of $44.6 million of cash, of which $4.0 million was provided by the sale of non-controlling interest, resulting in a net cash outlay by the Company of $40.7 million. The Company holds an approximate 91.1% interest in the subsidiary formed to acquire the assets of the JJ Cole Business and senior management of the JJ Cole Business holds the remaining interest in the subsidiary.
Products
North America. In the North America segment, our products are organized into the following categories: (i) mother, infant and toddler products and (ii) preschool, youth and adult products.
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Our mother, infant and toddler products category includes a wide-range of products related to infant and toddler feeding, gear, care, play and soft goods, which are marketed under such brands as The First Years, Lamaze and JJ Cole Collections. Some of the key product lines in this category include reusable toddler feeding products, the Take & Toss® toddler self-feeding system, Lamaze infant development products and The First Years gear, potty seats and safety gates. In 2010, we introduced a new infant seat and a line of strollers under The First Years brand. In 2011, we plan to introduce additional new products under The First Years, including co-branding products with Ziploc and Gumdrop, JJ Cole Collections and Lamaze brands.
Our preschool, youth and adult products category includes our Learning Curve, Johnny Lightning and Ertl brands and features products with such licensed properties as Thomas & Friends and John Deere. In 2010, we introduced a new product line featuring the characters from the PBS television show Dinosaur Train. This product line features characterized dinosaurs, train cars and plush toys. Additionally, in 2010, we had a limited U.S. introduction of the Chuggington Die-Cast product line which features a range of collectible die-cast engines and playsets featuring the characters from the Chuggington television show broadcast in the U.S. on the Disney Channel. In 2011, we plan to introduce additional new products under the Chuggington, Dinosaur Train, Thomas & Friends Wooden Railway and John Deere product lines.
International. In addition to our business in North America, in 2010, we operated in more than 60 countries, selling a representative range of our mother, infant and toddler and preschool, youth and adult product lines. The geographic regions in the International segment include Europe, Australia, Asia Pacific and South America. Key international brands for 2010 included Learning Curve, Thomas & Friends Wooden Railway, Chuggington, Bob the Builder, The First Years, Lamaze, Ertl, including the John Deere product line, and Britains®. Significant product introductions for 2010 included two new train play product lines based on the Chuggington television show, as well as extending the product line of Thomas & Friends Wooden Railway. In 2011, we plan on expanding the international presence of our Chuggington, Dinosaur Train, The First Years, Lamaze and JJ Cole Collections product lines.
The strength of the U.S. dollar relative to other currencies can significantly affect the net sales and profitability of our international operations. See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”
Licenses
We market a significant portion of our products with licenses from other parties. A significant element of our strategy depends on our ability to identify and obtain licenses for recognizable and respected brands and properties. Our licenses reinforce our brands and establish our products’ overall appeal with consumers, and in some cases, provide for new product development opportunities and expanded distribution channels. Our licenses are generally limited in scope and duration and authorize the sale of specific licensed products, generally on a nonexclusive basis.
We have entered into agreements to license such properties from, among others, Disney Consumer Products, Inc., HIT Entertainment (relating to its Thomas & Friends and Bob the Builder properties), John Deere Shared Services, Inc., Ludorum plc (relating to the Chuggington property), The Jim Henson Company, Inc. (related to its Dinosaur Train property), Lamaze International, Inc. and S.C. Johnson & Son, Inc. (related to the Ziploc brand). In addition to our Chuggington global master toy licensing rights, we hold a 50.0% interest in Chuggington’s intellectual property rights.
We are a party to more than 250 license agreements with terms generally of two to three years. Any termination of or failure to renew our significant licenses, or inability to develop and enter into new licenses, could limit our ability to market our products or develop new products and reduce our net sales and profitability. For the year ended December 31, 2010, royalty expense was 7.1% of our net sales. For the year ended December 31, 2010, net sales of the Company’s products with licensed properties Thomas & Friends and John Deere each accounted for more than 10.0% of total net sales. No other licensed property accounted for more than 10.0% of our total net sales for the year ended December 31, 2010.
Competition for licenses could require us to pay licensors higher royalties and higher minimum guaranteed payments in order to obtain or retain attractive licenses, which could increase our expenses. As of December 31, 2010, approximately 34% of our licenses require us to make minimum guaranteed royalty payments, whether or not we meet specific sales targets. Aggregate future minimum guaranteed royalty payments as of December 31, 2010, are $23.1 million, with individual minimum guarantees ranging up to $12.0 million. Royalty expense related to licenses with minimum guarantees for the year ended December 31, 2010, was $19.7 million.
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Channels of Distribution
Our products are available through more than 25,000 retail outlets located in North America, Europe, Australia, Asia Pacific and South America. We market our products through multiple channels of distribution in order to maximize our sales opportunities for our broad product offering. Products with lower price points are generally sold in chain retailer channels and higher-priced products are typically sold in hobby, collector and independent toy stores, and through wholesalers and original equipment manufacturers (OEMs). We believe we have a leading position in multiple distribution channels, and that this position extends the reach of our products to consumers and mitigates the risk of concentration by channel or customer.
Chain retailers. Our products marketed through this channel are targeted predominately at value conscious consumers. As a result, the majority of our products marketed through this channel are designed to span lower price points. Customers included in this channel have more than ten retail locations and include a wide range of retailers, such as book, farm and ranch, craft/hobby and juvenile products stores, as well as the national toy and discount retailers. Key customers in our chain retailer channel include Toys “R” Us/Babies “R” Us, Target, Wal-Mart and Tractor Supply Company. Sales in 2010 to chain retailers were 71.9% of our net sales.
Specialty retailers, wholesalers, OEM dealers and other. We sell many of the products available at chain retailers, as well as higher-priced products with special features, to specialty retailers, wholesalers and OEM dealers, which comprised 28.1% of our net sales in 2010. Additionally, we often sell licensed products to the licensing OEM’s dealer network. OEM licensing partners benefit from our OEM dealer sales through the opportunity to receive royalties from additional product sales through the OEM’s dealer network. We often provide OEM dealers with a short-term exclusivity period in which the OEM dealers have the opportunity to purchase new products for a short period (usually 90 to 360 days) before the products become available through other distribution channels. We reach these customers directly through our internal telesales group, our business-to-business website located at www.myRC2.com and through specialty sales representatives. We also make certain products available to consumers through a company store and our website located at www.learningcurveshop.com. Key customers in our specialty retailers, wholesalers, OEM dealers and other channel include John Deere, Case New Holland and Amazon.com LLC.
Trademarks
We have registered several trademarks with the U.S. Patent and Trademark Office, including the trademarks RC2®, Learning Curve®, The First Years®, Johnny Lightning®, Ertl®, Take & Toss® and JJ Cole®. A number of these trademarks are also registered in foreign countries. We believe our trademarks hold significant value, and we plan to build additional value through increased consumer awareness of our many other trade names and trademarks.
Sales and Marketing
Our sales organization consists of an internal sales force and external sales representative organizations. Our internal sales force provides direct customer contact with nearly all of our chain retail and wholesale accounts. A number of accounts are designated as “house accounts” and are handled exclusively by our internal sales staff. Our inside sales and customer service groups use telephone calls, mailings, faxes and e-mails to directly contact OEM dealers and smaller volume customers, such as specialty and independent toy, infant product and hobby stores.
Our internal sales force is supplemented by external sales representative organizations. These external sales representative organizations provide more frequent customer contact and solicitation of the specialty, regional and national retailers and supported 31.5% of our net sales in 2010. External sales representatives earn commissions of up to 12.0% of the net sales price from their accounts. Their commissions are unaffected by the involvement of our internal sales force with a customer or sale.
The Company maintains a business-to-business website under the name www.myRC2.com. The website, targeted at smaller volume accounts, allows qualified customers to view new product offerings, place orders, check open order shipping status and review past orders. We believe that www.myRC2.com leverages our internal sales force and customer service group by providing customers with greater information access and more convenient ordering capability.
We support our product lines with various advertising and marketing promotions. Advertising takes place at varying levels throughout the year and peaks during the traditional holiday season. Additionally, increased levels of advertising can occur in conjunction with new product introductions. Advertising includes television commercials and print advertisements in magazines and other publications. Marketing includes, but is not limited to, digital media, including our websites at www.learningcurve.com, www.jjcolecollections.com, www.duematernity.com, www.johnnylightning.com and www.ertl.com, in-store displays, merchandising material and public relations. We also work closely with retail chains to plan and execute ongoing retailer-driven promotions and advertising. These programs usually involve promotion of our products, including new product introductions, in retail customers’ print circulars, mailings and catalogs, and sometimes include placing our products in high-traffic locations within retail stores.
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Competition
We compete with several large domestic and foreign companies, such as Mattel, Inc. and Hasbro, Inc., with private label products sold by many of our retail customers, and with other producers of products for mothers, infants and toddlers, as well as toys and collectible products. Competition in the distribution of our products is intense, and the principal methods of competition consist of product appeal, ability to capture shelf space, timely distribution, price and quality. Competition is also based on the ability to obtain license agreements for existing and new products to be sold through specific distribution channels or retail outlets. We believe that our competitive strengths include our knowledge of the markets we serve, our ability to bring products to market rapidly and efficiently, our dedicated and integrated suppliers, our multiple channels of distribution, our well-known brands supported by respected licenses, our diversified product categories, and our established and loyal customer base. Many of our competitors have longer operating histories, greater brand recognition, and greater financial, technical, marketing and other resources than we have. In addition, we may face competition from new participants in our markets because the infant and toddler, toy and collectible product industries have limited barriers to entry.
Production
We believe we are an industry leader in bringing new products to market rapidly and efficiently. Our integrated design and engineering expertise, extensive library of product designs, molds and tools, and supplier relationships enable us to be the first to market with many innovative products.
Far east product sourcing. We have operations in Kowloon, Hong Kong, and in China, and employ 257 people in Hong Kong and in China who oversee the sourcing of the majority of our products. This group assists our suppliers in sourcing raw materials and packaging, performs engineering, graphic art and finance support functions, executes the production schedule, provides on-site quality control, facilitates third-party safety testing and coordinates the delivery of shipments for export from China.
Far east production. Most of our products are manufactured in China. Our China-based product sourcing accounted for 87.1% of our product purchases in 2010. During 2010, we used four third-party, dedicated, China-based suppliers who manufactured only our products. Third-party, dedicated suppliers produced 27.0% of our China-based product purchases in 2010. In addition to our third-party, dedicated suppliers, we use numerous other suppliers in China. Many of our suppliers have been producing for us for more than ten years. All products are manufactured to our specifications using molds and tooling that we own. These suppliers own the manufacturing equipment and machinery, purchase raw materials, hire workers and plan production. We purchase fully assembled and packaged finished goods in master cartons for distribution to our customers. We enter into purchase orders with our suppliers and generally do not enter into long-term contracts.
Die-casting. All of our die-cast products are manufactured in China. Die-casting for our products involves the use of custom molds to shape melted zinc alloy into our die-cast products. Our suppliers purchase zinc alloy and conduct the die-cast manufacturing process at their facilities.
Domestic production. The production of certain products, such as ride-ons, safety gates and certain plastic infant and toddler products, is completed primarily by U.S.-based suppliers. We create the product design and specifications and coordinate the manufacturing activities. We generally prefer to coordinate the production of these products through a limited number of suppliers and believe that a number of alternate suppliers are available.
Tooling. To create many of our new products, we invest in tooling. Tooling represents the majority of our capital expenditures. Depending on the size and complexity of the product, the cost of tooling a product can range from $3,000 to approximately $300,000. We own all of our tools and provide them to our suppliers during production. Tools are returned to us when a product is no longer in production and are stored for future use.
Product safety. Our products are designed, manufactured, packaged and labeled to conform with all safety requirements under U.S. federal and other applicable laws and regulations, industry-developed voluntary standards and product-specific standards. Additionally, we have safeguards through our Multi-Check Safety System which includes:
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| ● | Increased scope and frequency of testing for both incoming material and finished products, including testing of finished products from every production run. | |
| ● | A certification program for contract manufacturers and paint suppliers, including evidence that toy safety standards and quality control procedures are in place and operating effectively. | |
| ● | Mandatory paint control procedures for contract manufacturers, including certified independent lab test results of every batch of wet paint before the paint is released for production. | |
| ● | Increased random inspections and audits of both manufacturers and their suppliers, including semi-annual audits and quarterly random inspections for key suppliers. | |
| ● | Zero tolerance for compromise on RC2 specifications reinforced by mandatory vendor compliance seminars and signed agreements. |
We carry various product liability insurance policies with coverage in aggregate of over $75.0 million per occurrence. Certain policies have coverage exclusions including, but not limited to, some policies that exclude claims related to lead.
Logistics. We own a distribution facility in Dyersville, Iowa, lease distribution facilities in Rochelle, Illinois, and Australia, and use independent warehouses in California, Canada, the United Kingdom, Belgium and Germany.
Seasonality
We have experienced, and expect to continue to experience, substantial fluctuations in our quarterly net sales and operating results, which is typical of many companies in our industry. Our preschool, youth and adult products business is highly seasonal primarily due to high consumer demand for our toy products during the year-end holiday season. As a result, 58.8% of our consolidated net sales for the three years ended December 31, 2010, were generated in the second half of the year, with September being the largest shipping month. As a result, consistent with industry practice, our working capital, mainly inventory and accounts receivable, is typically highest during the third and fourth quarters and lowest during the first and second quarters.
Customers
We derive a significant portion of our sales from some of the world’s largest retailers. Our top three customers, Toys “R” Us/Babies “R” Us, Target and Wal-Mart, combined accounted for 38.9% of our net sales in 2010. Other than Toys “R” Us/Babies “R” Us, Target and Wal-Mart, no customer accounted for more than 10.0% of our net sales in 2010. Many of our retail customers generally purchase large quantities of our product on credit, which may cause a concentration of accounts receivable among some of our largest customers.
Employees
As of December 31, 2010, we had 720 employees, 36 of whom were employed part-time. We emphasize the recruiting and training of high-quality personnel, and to the extent possible, promote people from within RC2. Collective bargaining agreements cover 96 of our employees who work in the Company’s U.S. distribution facilities. We consider our employee relations to be very good. Our continued success will depend, in part, on our ability to attract, train and retain qualified personnel at all of our locations.
Available Information
We maintain our corporate website at www.rc2.com and we make available, free of charge, through this website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports that we file with or furnish to the Securities and Exchange Commission (the Commission), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Commission. Information on our website is not part of this report. This report includes all material information about the Company that is included on the Company’s website and is otherwise required to be included in this report.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
3. Exhibits
| 3.1 | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635)). | |
| 3.2 | First Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635)). | |
| 3.3 | Certificate of Ownership and Merger changing the Company’s name to Racing Champions Ertl Corporation (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635)). | |
| 3.4 | Certificate of Ownership and Merger changing the Company’s name to RC2 Corporation (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-22635)). | |
| 3.5 | Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (File No. 0-22635)). | |
| 10.1* | Employment Agreement, dated April 1, 2008, between the Company and Curtis W. Stoelting (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)). | |
| 10.2* | Employment Agreement, dated April 1, 2008, between the Company and Peter J. Henseler (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)). | |
| 10.3* | Employment Agreement, dated November 5, 2008, between the Company and Peter A. Nicholson (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated November 5, 2008 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on November 10, 2008). | |
| 10.4* | Employment Agreement, dated April 1, 2008, between the Company and Helena Lo (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)). | |
| 10.5* | Employment Agreement, dated April 1, 2008, between the Company and Gregory J. Kilrea (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)). | |
| 10.6* | RC2 Corporation 2005 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2010). | |
| 10.7* | Form of Non Statutory Stock Option Grant Agreement for the RC2 Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2005). | |
| 10.8* | Form of Stock-Settled Stock Appreciation Right Grant Agreement for RC2 Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)). |
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| 10.9* | Form of Cash-Settled Stock Appreciation Right Grant Agreement for RC2 Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)). | |
| 10.10* | Form of Restricted Stock Grant Agreement for RC2 Corporation 2005 Stock Incentive Plan (incorporated by Reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)). | |
| 10.11* | Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2010). | |
| 10.12* | RC2 Corporation 2008 Incentive Bonus Plan (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 12, 2008). | |
| 10.13* | Outside Director Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-22635)). | |
| 10.14* | Amendment to Outside Director Compensation Plan effective January 1, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-22635)). | |
| 10.15* | Racing Champions Ertl Corporation Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 0-22635)). | |
| 10.16* | RC2 Corporation Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated May 4, 2007 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2007). | |
| 10.17 | Credit Agreement, dated as of November 3, 2008, among the Company, certain of its subsidiaries, Bank of Montreal, as administrative agent, BMO Capital Markets as sole lead arranger and sole book runner, and other lenders named therein (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)). | |
| 10.18 | First Amendment to Credit Agreement, dated as of February 12, 2009, among the Company, certain of its subsidiaries, Bank of Montreal, as administrative agent, and other lenders named therein (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)). | |
| 10.19 | Second Amendment to Credit Agreement, dated as of November 10, 2010, among the Company, certain of its Subsidiaries, Bank of Montreal, as administrative agent, and other lenders named therein (previously filed). | |
| 10.20* | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Curtis W. Stoelting (previously filed). | |
| 10.21* | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Peter J. Henseler (previously filed). | |
| 10.22* | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Peter A. Nicholson (previously filed). | |
| 10.23* | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Gregory J. Kilrea (previously filed). | |
| 21 | Subsidiaries of the Company (previously filed). | |
| 23.1 | Consent of Independent Registered Public Accounting Firm (previously filed). |
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| 24 | Power of Attorney (previously filed). | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed). |
_______________________________________
*Management contract or compensatory plan or arrangement.
**This certification is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 10, 2011
RC2 CORPORATION
By: /s/ Curtis W. Stoelting
Curtis W. Stoelting, Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Amendment No. 1 to the Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By: *
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Chairman of the Board and Director
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March 10, 2011
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Robert E. Dods
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By: /s/ Curtis W. Stoelting
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Chief Executive Officer and
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March 10, 2011
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Curtis W. Stoelting
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Director (Principal Executive Officer)
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By: /s/ Peter A. Nicholson
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Chief Financial Officer and Secretary
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March 10, 2011
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Peter A. Nicholson
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(Principal Financial and Accounting Officer)
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By: *
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Director
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March 10, 2011
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Peter J. Henseler
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By: *
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Director
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March 10, 2011
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Linda A. Huett
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By: *
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Director
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March 10, 2011
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Paul E. Purcell
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By: *
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Director
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March 10, 2011
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John S. Bakalar
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By: *
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Director
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March 10, 2011
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John J. Vosicky
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By: *
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Director
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March 10, 2011
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Joan K. Chow
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By: *
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Director
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March 10, 2011
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Thomas M. Collinger
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By: *
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Director
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March 10, 2011
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Michael J. Merriman, Jr.
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*By: /s/ Curtis W. Stoelting
Curtis W. Stoelting,
Pursuant to the Power of Attorney
dated March 2, 2011
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