<PAGE>   1
                       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

          [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998
                         Commission File Number: 0-21878

                                   CYRK, INC.
               (Exact name of registrant as specified in charter)


             DELAWARE                                        04-3081657
    (State or other jurisdiction                           (I.R.S. Employer
 of incorporation or organization)                      Identification Number)
              

                                   3 POND ROAD
                         GLOUCESTER, MASSACHUSETTS 01930
                    (Address of principal executive offices)

                                 (978) 283-5800
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

Title of Class                              Name of Exchange on which Registered
--------------                              ------------------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE      THE NASDAQ STOCK MARKET


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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

At April 2, 1999, the aggregate market value of the voting stock held by 
non-affiliates of the Registrant was $80,318,544.

At April 2, 1999, 15,494,204 shares of the registrant's common stock were
outstanding. 






<PAGE>   2



This Amendment No. 1 has been filed by the Company for the purpose of amending
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 to provide information required by Part III of Form 10-K.


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Item 10 is restated in its entirety as follows:

DIRECTORS

The Restated Certificate of Incorporation of the Company provides that the
number of directors shall be determined from time to time by the Board of
Directors (but shall be no less than three and no more than fifteen) and that
the board shall be divided into three classes. There are currently six
directors. The following table lists the names and ages of each director and
each nominee for director at the 1999 Annual Meeting of Stockholders, the class
to which each director is a member, the year in which such director was first
elected a director of the Company and the year his term expires:

<TABLE>
<CAPTION>

                 Name                      Age            Class            Year Term Expires          Director Since
                 ----                      ---            -----            -----------------          --------------
<S>                                        <C>             <C>                   <C>                       <C> 
Ted L. Axelrod (nominee)                   43              III                   1999                      1998

Joseph W. Bartlett                         65               I                    2000                      1993

Patrick D. Brady                           43              II                    2001                      1990

Joseph Anthony Kouba                       51              II                    2001                      1997

Dominic F. Mammola                         42               I                    2000                      1998

Gregory P. Shlopak                         52              III                   1999                      1990
</TABLE>

BUSINESS HISTORY OF DIRECTORS AND NOMINEES

MR. AXELROD joined the Company in 1995 to direct the Company's corporate
strategy and development efforts. He was elected Executive Vice President in
September 1997 and to the Board of Directors in November 1998. From August 1987
to July 1995, Mr. Axelrod held various positions including Managing Director and
Head of Mergers and Acquisitions at BNY Associates, Incorporated, an investment
banking subsidiary of The Bank of New York Company, Inc. (formerly BNE
Associates, Inc., a subsidiary of The Bank of New England, N.A.).

MR. BARTLETT has been a partner in the law firm of Morrison & Foerster LLP since
March 1996. He was a partner in the law firm of Mayer, Brown & Platt from July
1991 until March 1996. From 1969 until November 1990, he was a partner of, and
from November 1990 until June 1991 he was of counsel to, the law firm of Gaston
& Snow. An involuntary petition under chapter 11 of the federal bankruptcy laws
was filed against Gaston & Snow in October 1991. Mr. Bartlett served as
undersecretary of the United States Department of Commerce from 1967 to 1968 and
as law clerk to the Chief Justice of the United States in 1960.

MR. BRADY is a founder of the Company and has served as one of its directors
since its incorporation in 1990. Mr. Brady was the Chief Operating Officer and
Treasurer of the Company from May 1990 until May 1993, and served as Chief
Financial Officer from May 1993 to September 1994. Mr. Brady was elected
President and Chief Operating Officer of the Company in May 1993 and Chief
Executive Officer in December 1998. Mr. Brady is a party to a Shareholders
Agreement dated June 9, 1997, as amended, with the Company, Gregory Shlopak,
Allan Brown and Eric Stanton. Pursuant to the agreement, each of Messrs.
Shlopak, Brown and Stanton agrees that if Mr. Brady has been nominated to be a
director of the Company at a meeting to elect its directors, each of Messrs.
Shlopak, Brown and Stanton shall vote all of his shares to elect Mr. Brady as a
director.



                                        2

<PAGE>   3



MR. KOUBA was elected to the Board of Directors on April 4, 1997. Since 1980,
Mr. Kouba has served as the President and a director of Highwood Properties,
Inc. (formerly known as Cloverleaf Group, Inc.), a company which is engaged in
the real estate investment business. Additionally, since 1998, Mr. Kouba has
been a principal of Summit Media LLC, a provider of outdoor advertising
services.

MR. MAMMOLA has served as the Company's Chief Financial Officer since 1994. He
was elected an Executive Vice President in September 1997 and to the Board of
Directors in November 1998. From April 1987 to June 1994, Mr. Mammola was the
Chief Financial Officer of Papa Gino's, Inc., a restaurant chain.

MR. SHLOPAK is a founder of the Company and has served as one of its directors
since its incorporation in 1990. From May 1990 to May 1993, Mr. Shlopak served
as the Company's President and Secretary, and was elected Chairman of the Board
and Chief Executive Officer in May 1993. Effective December 31, 1998, Mr.
Shlopak resigned as Chief Executive Officer and Chairman. Mr. Shlopak was also
the founder, President and a director of a company engaged in the manufacture of
custom screen-printed and embroidered apparel and accessories that was
incorporated in 1976 and merged into the Company in July 1993. Mr. Shlopak is a
party to a Shareholders Agreement dated June 9, 1997, as amended, with the
Company, Patrick Brady, Allan Brown and Eric Stanton. Pursuant to the agreement,
each of Messrs. Brady, Brown and Stanton agrees that if Mr. Shlopak has been
nominated to be a director of the Company at a meeting to elect its directors,
each of Messrs. Brady, Brown and Stanton shall vote all of his shares to elect
Mr. Shlopak as a director. Currently, Mr. Shlopak is the Co-Chairman of Equity
Enterprises, Inc., a New York city based firm which holds controlling and other
interests of companies in various industries.

EXECUTIVE OFFICERS

The following are the names, ages, positions with the Company and a brief
description of the business experience during the last five years of the
executive officers of the Company, all of whom serve until they resign or are
removed from such offices by the Board of Directors:


Patrick D. Brady (43):        President, Chief Executive Officer and Chief
                              Operating Officer. Mr. Brady is a founder of the
                              Company and has served as one of its directors
                              since its incorporation in 1990. Mr. Brady was the
                              Chief Operating Officer and Treasurer of the
                              Company from May 1990 until May 1993 and served as
                              Chief Financial Officer from May 1993 to September
                              1994. Mr. Brady was elected President and Chief
                              Operating Officer in May 1993 and Chief Executive
                              Officer in December 1998.

Terry B. Angstadt (45):       Executive Vice President. Mr. Angstadt has been a
                              General Manager of the Company since January 1992.
                              Mr. Angstadt was elected an Executive Vice
                              President of the Company in May 1993.

Ted L. Axelrod (43):          Executive Vice President. Mr. Axelrod joined the
                              Company in July 1995 to direct the Company's
                              corporate strategy and development efforts. He was
                              elected an Executive Vice President of the Company
                              in September 1997. Mr. Axelrod was elected to the
                              Board of Directors in November 1998. From August
                              1987 to July 1995, he held various positions
                              including Managing Director and Head of Mergers
                              and Acquisitions of BNY Associates, Incorporated,
                              an investment banking subsidiary of The Bank of
                              New York Company, Inc. (formerly BNE Associates,
                              Inc., a subsidiary of The Bank of New England,
                              N.A.).

Dominic F. Mammola (42):      Executive Vice President and Chief Financial
                              Officer. Mr. Mammola was elected an Executive Vice
                              President of the Company in September 1997 and
                              elected to the Board of Directors in November
                              1998. He has served as Vice President and Chief
                              Financial Officer of the Company since September



                                        3

<PAGE>   4



                              1994. From April 1987 to June 1994, he was Chief
                              Financial Officer of Papa Gino's, Inc., a
                              restaurant chain.


ITEM 11.  EXECUTIVE COMPENSATION

         Item 11 is restated in its entirety as follows:

EXECUTIVE COMPENSATION

The following table sets forth the compensation the Company paid or accrued for
services rendered in 1998, 1997 and 1996, respectively, by the Chief Executive
Officer and the other four executive officers of the Company:

                           SUMMARY COMPENSATION TABLE
<TABLE>

<CAPTION>

                                                  ANNUAL COMPENSATION                    LONG TERM COMPENSATION AWARD
                                          ------------------------------------    ----------------------------------------- 
                                                                      OTHER       RESTRICTED    SECURITIES
         NAME AND                                                    ANNUAL         STOCK       UNDERLYING       ALL OTHER
    PRINCIPAL POSITION        YEAR        SALARY       BONUS      COMPENSATION      AWARDS        OPTIONS      COMPENSATION
    ------------------        ----        ------       -----      ------------      ------        -------      ------------
<S>                           <C>        <C>           <C>             <C>            <C>         <C>            <C>

Gregory P. Shlopak.........   1998       $300,000          --           --             --               --       $2,751,072(2)
Former Chief Executive        1997       $300,000          --           --             --          230,000       $  413,962
Officer(1)                    1996       $300,000          --           --             --               --       $  415,407
                                                           
Patrick D. Brady...........   1998       $300,000          --           --             --               --       $  252,153(3)
Chief Executive Officer,      1997       $300,000          --           --             --          230,000       $  253,647
Chief Operating Officer and   1996       $300,000          --           --             --               --       $  257,989
President                                               


Terry B. Angstadt..........   1998       $189,999    $ 48,450           --             --           15,000       $   23,124(4)
Executive Vice President      1997       $185,096    $ 50,000           --             --           55,000       $   27,129
                              1996       $175,000       --              --             --           42,500       $   26,156

Dominic F. Mammola.........   1998       $206,346    $125,000           --             --           15,000       $   22,308(5)
Executive Vice President      1997       $185,096    $ 50,000           --             --           70,000       $   25,750
and Chief Financial Officer   1996       $166,635    $ 25,000           --             --           10,000       $   22,828

Ted L. Axelrod(6)..........   1998       $200,000    $125,000           --             --           15,000       $   15,095(7)
Executive Vice President      1997       $200,000    $155,000           --             --           27,500       $   17,652

</TABLE>

--------------------

(1)   Effective December 31, 1998 and pursuant to a Severance Agreement with the
      Company, Mr. Shlopak resigned as Chief Executive Officer and Chairman.

(2)   Represents (i) $4,800 contributed by the Company to the Company's 401(k)
      plan on behalf of Mr. Shlopak, (ii) $42,792 in premiums paid by the
      Company with respect to the cash surrender value benefit payable to Mr.
      Shlopak's estate under certain reverse split-dollar life insurance
      policies, (iii) $370,990, such amount representing the benefit to Mr.
      Shlopak of the payment by the Company in 1998 of premiums with respect to
      certain split-


                                       4
<PAGE>   5


      dollar life insurance policies, calculated as the present value of an
      interest-free loan of the premiums to Mr. Shlopak over his present
      actuarial life expectancy or, in the case of two of the policies which are
      survivorship policies, the actuarial life expectancy of the later to die
      of Mr. Shlopak and his wife (See "Insurance Arrangements") and (iv)
      $2,332,490, such amount representing the aggregate value of cash and
      benefits paid and payable to Mr. Shlopak pursuant to a Severance Agreement
      between Mr. Shlopak and the Company dated December 31, 1998 pursuant to
      which Mr. Shlopak resigned as Chief Executive Officer and Chairman.

(3)   Represents (i) $4,800 contributed by the Company to the Company's 401(k)
      plan on behalf of Mr. Brady, (ii) $25,049 in premiums paid by the Company
      with respect to the cash surrender value benefit payable to Mr. Brady's
      estate under certain reverse split-dollar life insurance policies, and
      (iii) 222,304, such amount representing the benefit to Mr. Brady of the
      payment by the Company in 1998 of premiums with respect to certain
      split-dollar life insurance policies, calculated as the present value of
      an interest-free loan of the premiums to Mr. Brady over his present
      actuarial life expectancy. See "Insurance Arrangements".

(4)   Represents (i) 4,800 contributed by the Company to the Company's 401(k)
      plan on behalf of Mr. Angstadt and (ii) $18,324, the benefit to Mr.
      Angstadt of the payment by the Company in 1998 with respect to a
      split-dollar life insurance policy, calculated as the present value of an
      interest-free loan of the premiums to Mr. Angstadt over his present
      actuarial life expectancy. See "Insurance Arrangements".

(5)   Represents (i) $4,800 contributed by the Company to the Company's 401(k)
      plan on behalf of Mr. Mammola and (ii) $17,508, the benefit to Mr. Mammola
      of the payment by the Company in 1998 of premiums with respect to a
      split-dollar life insurance policy, calculated as the present value of an
      interest-free loan of the premium to Mr. Mammola over his present
      actuarial life expectancy. See "Insurance Arrangements".

(6)   Mr. Axelrod joined the Company in July 1995 and became an executive
      officer on September 24, 1997.

(7)   Represents (i) $4,800 contributed by the Company to the Company's 401(k)
      plan on behalf of Mr. Axelrod and (ii) $10,295, the benefit to Mr. Axelrod
      of the payment by the Company in 1998 of premiums with respect to a
      split-dollar life insurance policy, calculated as the present value of an
      interest-free loan of the premium to Mr. Axelrod over his present
      actuarial life expectancy. See "Insurance Arrangements".




                                       5

<PAGE>   6




                      OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth certain information with respect to stock options
granted to each of the Company's executive officers during 1998.

<TABLE>
<CAPTION>

                                                                                         Potential Realized Value at
                                                                                           Assumed Annual Rates of
                                                                                         Stock Price Appreciation for
                                                   Individual Grants                             Option Term(4)
                         ------------------------------------------------------------    ----------------------------
                              Number of      Percent of Total
                             Securities       Options Granted
                             Underlying       to Employees in   Exercise   Expiration
          Name            Options Granted(1)   Fiscal Year(2)    Price(3)     Date          5%               10%
          ----            ------------------   --------------   ---------  ----------       --               ---
<S>                           <C>                 <C>           <C>          <C>           <C>             <C>

Gregory P. Shlopak               --                 --             --          --             --              --

Patrick D. Brady                 --                 --             --          --             --              --

Terry B. Angstadt              15,000              4.7%         $10.438      6/5/08        $98,430         $249,480

Dominic F. Mammola             15,000              4.7%         $10.438      6/5/08        $98,430         $249,480

Ted L. Axelrod                 15,000              4.7%         $10.438      6/5/08        $98,430         $249,480

</TABLE>

-----------------

(1)   These options become exercisable in three equal installments on the first,
      second and third anniversaries of the date of grant.

(2)   Based on an aggregate of 317,750 shares subject to options granted to
      employees of the Company in 1998.

(3)   The exercise price per share of each option was equal to the fair market
      value of the Common Stock on the date of grant.

(4)   The potential realizable value is calculated based on the term of the
      option (ten years) at its date of grant. It is calculated by assuming that
      the stock price on the date of grant appreciates at the indicated annual
      rate compounded annually for the entire term of the option and that the
      option is exercised and sold on the last day of its term for the
      appreciated stock price. However, the optionee will not actually realize
      any benefit from the option unless the market value of the Company's stock
      price in fact increases over the option price.



                                       6

<PAGE>   7




               AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

The following table sets forth for each of the Company's executive officers
certain information regarding exercises of stock options during 1998 and stock
options held at the end of 1998.
<TABLE>
<CAPTION>

                                                                  NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                               SHARES                                  UNDERLYING                     IN-THE-MONEY
                              ACQUIRED                             UNEXERCISED OPTIONS                 OPTIONS AT
                                 ON             VALUE              AT FISCAL YEAR-END               FISCAL YEAR-END(1)
           NAME               EXERCISE         REALIZED         EXERCISABLE/UNEXERCISABLE       EXERCISABLE/UNEXERCISABLE
           ----               --------         --------         -------------------------       -------------------------
<S>                            <C>             <C>                    <C>                                 <C>

Gregory P. Shlopak(2)              --               --                              --                     --
Patrick D. Brady                   --               --                 76,667 / 153,333                    --
Terry B. Angstadt(3)           27,285          $200,000                33,549 /  51,666                    --
Dominic F. Mammola(4)          27,688          $199,998                 5,646 /  61,666                    --
Ted L. Axelrod(5)              30,214          $199,999                18,953 /  40,833                    --
</TABLE>
                                                                      
------------------                                              

(1)   This "value" is the difference between the market price of the Common
      Stock subject to the options on December 31, 1998 ($7.50 per share) and
      the option exercise (purchase) price, assuming the options were exercised
      and the shares sold on that date.

(2)   Pursuant to a Severance Agreement between Mr. Shlopak and the Company
      dated December 31, 1998, Mr. Shlopak resigned as Chief Executive Officer
      and Chairman, and all of his options were cancelled.

(3)   On May 6, 1998, the Company purchased from Mr. Angstadt at fair market
      value stock options held by him exercisable for 27,285 shares.

(4)   On May 6, 1998, the Company purchased from Mr. Axelrod at fair market
      value stock options held by him exercisable for 30,214 shares.

(5)   On May 6, 1998, the Company purchased from Mr. Mammola at fair market
      value stock options held by him exercisable for 27,688 shares.

INSURANCE ARRANGEMENTS

The Company provides split-dollar life insurance benefits to Messrs. Shlopak and
Brady. The Company has agreed to pay the premiums for (i) two whole life
policies on the lives of each of Messrs. Shlopak and Brady and (ii) two
survivorship policies on the lives of Mr. Shlopak and his wife. The Company is
obligated to pay these premiums whether or not either executive remains employed
by the Company. The Company has certain rights to borrow against these policies
and the right to receive an amount equal to all premiums paid by it not later
than upon the death of the insured executive (or, in the case of the
survivorship policies, upon the death of the later to die of Mr. Shlopak or his
wife). The irrevocable trusts established by Messrs. Shlopak and Brady which own
the foregoing policies are entitled to borrow against the policies, subject to
certain limitations, while the Company has an interest in the policies. Such
trusts are also entitled to receive the death benefits under the policies net of
the cumulative premiums paid by the Company. The aggregate annual premium amount
payable by the Company in respect of the split-dollar policies insuring the
lives of Messrs. Shlopak and Brady is $435,261 and $257,462, respectively.



                                       7

<PAGE>   8



The Company also provides split-dollar life insurance benefits to its three
other executive officers, Messrs. Angstadt, Axelrod and Mammola. The Company has
agreed to pay the premiums for a whole life policy on the lives of each of
Messrs. Angstadt, Axelrod and Mammola. However, the Company can terminate its
obligation in accordance with severance or change of control agreements between
the Company and Messrs. Axelrod, Angstadt and Mammola, respectively. See
"Severance and Change of Control Agreements". The Company has certain rights to
borrow against these policies and the right to receive upon the death of the
insured executive an amount equal to the lesser of (i) the cash surrender value
of the policy and (ii) the aggregate amount of premiums paid by the Company at
such date. The aggregate annual premium amount payable by the Company for the
split-dollar policies insuring the lives of Messrs. Angstadt, Axelrod and
Mammola is $27,937, $14,954 and $25,442, respectively.

In addition, the Company provides Messrs. Shlopak and Brady with reverse
split-dollar life insurance pursuant to which the Company pays the premiums on
universal life insurance policies on the lives of Messrs. Shlopak and Brady.
Upon the death of either, assuming the policies are still in force, the Company
is entitled to receive the death benefit ($4,250,000 on the life of each) and
the deceased executive's estate is entitled to receive the cash surrender value
of the policy.

DIRECTORS' COMPENSATION

Directors who are employees of the Company receive no compensation for their
services on the Board. Directors who are not employees of the Company receive
$1,000 for each Board meeting they attend and are also reimbursed for reasonable
out-of-pocket expenses incurred in attending such meetings. In addition, on
March 31 of each year, non-employee directors of the Company are granted a stock
option covering 5,000 shares of Common Stock that vests in two equal
installments on each of the first and second anniversaries of the date of grant.
Grants to non-employee directors are made out of the Company's 1993 Omnibus
Stock Option Plan. The Company may also provide additional compensation to its
non-employee directors for special assignments performed from time to time. In
February 1999, the Company granted stock options for 30,000 and 20,000 shares,
respectively, to Joseph W. Bartlett and Joseph Anthony Kouba for special
assignments performed by them in 1998. The options vest in two equal
installments on each of the first and second anniversaries of the date of grant.

SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

The Company entered into severance agreements with Messrs. Axelrod and Mammola.
Pursuant to these agreements, upon termination of their employment with the
Company (other than for cause or disability or by them without "good reason"),
Messrs. Axelrod and Mammola will each be entitled to receive a lump sum payment
equal to three times their annual compensation (including without limitation,
salary, bonus, and 401(k) matching contributions), certain insurance coverages
would continue to be maintained for them by the Company until the second
anniversary of termination of employment, and all of their stock options would
become immediately exercisable. Mr. Angstadt has entered into a change of
control agreement with the Company that has substantially the same terms and
conditions as Messrs. Axelrod's and Mammola's severance agreements, except that
the termination of Mr. Angstadt's employment with the Company must occur within
two years of a change of control of the Company.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report has been prepared by the Compensation Committee of the Board of
Directors of the Company and addresses the Company's compensation policies with
respect to the Chief Executive Officer and executive officers of the Company in
general. Each member of the Committee is a non-employee director.

The Company's overall policy for compensating executive officers is to establish
aggregate compensation levels sufficient to retain and attract executive
officers capable of leading the Company to achieve its business objectives. The
principal components of executive compensation are salary, bonus and stock
option grants. The Company also provides supplemental life insurance benefits to
its executive officers. In addition, executives are eligible to participate, on
a nondiscriminatory basis, in benefit programs provided to employees generally,
including group medical and life insurance programs and the Company's 401(k)
plan. From time to time, the Company retains independent consultants to
benchmark the Company's compensation practices for its executives and key
employees.


                                       8

<PAGE>   9



The Company's compensation policy with respect to its Chief Executive Officer is
the same as its policy for executives generally. While the Committee considers
various factors in determining the amount of each component of compensation,
such determinations are ultimately based on the Committee's subjective judgment
as to what is reasonable and appropriate and not on established criteria or
formulas.

Salary: The 1993 salaries of Messrs. Shlopak and Brady were established by
agreement among the Company's stockholders. Immediately prior to the initial
public offering, these salaries were increased to $300,000 per year to reflect
the anticipated increase in their responsibilities as executive officers of a
publicly traded company and because of the Company's anticipated discontinuance
of the payment of cash dividends after the offering. These salaries were
subsequently ratified by the Compensation Committee each year and have not
changed materially since 1993. The salaries of the Company's other three
executive officers were based on the compensation paid to them during the prior
year and the Committee's qualitative assessment of their contributions to the
Company.

Bonus: In 1998, the Company paid a $125,000 bonus to each of Mr. Mammola and Mr.
Axelrod, and the Company paid a $48,450 bonus to Mr. Angstadt. The decision to
pay these bonuses was made by the Committee in its discretion based on its
qualitative assessment of their contributions to the Company in 1998.

Stock Options: The Committee believes that stock ownership by executive officers
is important in aligning management's and stockholders' interests in the
enhancement of stockholder value over the long term. The exercise price of stock
options is equal to the market price of the Common Stock on the date of grant.
The stock options granted to the executive officers in 1998 were based on the
Committee's qualitative assessment of their contributions to the Company.

Insurance: The split-dollar life insurance program for Messrs. Shlopak and Brady
was implemented by the Committee in 1994 in recognition of the substantial
contributions made by these two key officers in 1994 and in prior years. In
1995, the Committee implemented split-dollar life insurance programs for its
other executive officers. Messrs. Angstadt, Mammola and Axelrod participate in
this program. The Committee's decision to make this insurance available was
based on the Committee's evaluation of competitive compensation programs
required to attract and retain executive officers in its industry.

Compliance with Internal Revenue Code Section 162 (m). Section 162 (in) of the
Internal Revenue Code enacted in 1993, generally disallows a tax deduction to
public companies for compensation over $1 million paid to its chief executive
officer and its four other most highly compensated executives. Qualifying,
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. The Committee currently intends to structure stock
option grants to executive officers in a manner that complies with the
performance-based requirements of the statute. However, the Committee otherwise
anticipates that the statute will not alter the Company's policy of establishing
executive compensation at levels sufficient to retain and attract executive
officers, regardless of deductibility.

The Compensation Committee:        Joseph W. Bartlett      Joseph Anthony Kouba

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

General. Decisions concerning executive compensation are made by the
Compensation Committee of the Board of Directors, which during 1998 consisted of
Mr. Bartlett and Mr. Kouba, neither of whom is or was an officer or employee of
the Company or any of its subsidiaries. In 1998, none of the executive officers
of the Company served as an executive officer or on the board of directors of
any entity of which Mr. Bartlett or Mr. Kouba also served as an executive
officer or member of the board of directors.

The Performance Graph and the Report of the Compensation Committee on Executive
Compensation in this Amendment No. 1 to Form 10-K Statement are not and shall
not be deemed incorporated by reference into any filings of the Company with the
Securities and Exchange Commission by implication or by any reference in any
such filings to this Amendment No. 1 to Form 10-K.



                                       9

<PAGE>   10



PERFORMANCE GRAPH

The following graph assumes an investment of $100 on December 31, 1993 and
compares changes thereafter (through December 31, 1998) in the market price of
the Common Stock with (i) the Nasdaq Market Index (a broad market index) and
(ii) the Advertising Agency (a published industry index).

The Nasdaq Market Index includes both U.S. and foreign companies listed on The
Nasdaq Stock Market and The Nasdaq SmallCap Market. The Advertising Agency Group
(MG Industry Group 091) consists of all companies listed on the New York and
American stock exchanges, and The Nasdaq Stock and SmallCap Markets that derive
a majority of their revenues (as shown in their annual reports) from
advertising. UPON THE REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL FURNISH A
LIST OF THE COMPANIES COMPRISING THE ADVERTISING AGENCY GROUP.

The performance of the indices is shown on a total return (dividend
reinvestment) basis; however, the Company paid no dividends during the period
shown. The graph lines merely connect the beginning and end of the measuring
periods and do not reflect fluctuations between those dates.




                                       10


<PAGE>   11



                     Comparison of Annual Cumulative Return
       Cyrk, Inc., The Advertising Agency Group & The Nasdaq Market Index

                               [GRAPHIC OMITTED]
<TABLE>
<CAPTION>
                         ----------------------------------FISCAL YEAR ENDING---------------------------------
COMPANY INDEX/MARKET     12/31/1993     12/30/1994     12/29/1995     12/31/1996     12/31/1997     12/31/1998
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
Cyrk Inc                     100.00         179.89          42.39          56.52          42.12          32.61

Consumer Non-Durables        100.00         104.75         126.80         159.75         187.80         197.79

NASDAQ Market Index          100.00         104.99         136.18         169.23         207.00         291.96
</TABLE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Item 12 is restated in its entirety as follows:

The following tables set forth certain information regarding beneficial
ownership of the Company's Common Stock at April 2, 1999. Except as otherwise
indicated in the footnotes, the Company believes that the beneficial owners of
the Common Stock listed below, based on information furnished by such owners,
have sole investment and voting power with respect to the shares of Common Stock
shown as beneficially owned by them.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth each person known by the Company (other than
directors and executive officers) to own beneficially 5% or more of the
outstanding Common Stock.

<TABLE>
<CAPTION>

              NAME AND ADDRESS                          NUMBER OF SHARES                  PERCENTAGE
            OF BENEFICIAL OWNER                         OF COMMON STOCK                    OF CLASS
            -------------------                         ----------------                  ---------- 
<S>                                                         <C>                             <C>
The Equitable Companies Incorporated(1)                     1,937,100                       12.5%
1290 Avenue of the Americas
New York, NY  10104

Franklin Resources, Inc.(2)                                 1,187,400                        7.7%
777 Mariners Island Boulevard, 6th
Floor
San Mateo, CA  94404


</TABLE>

                                       11
<PAGE>   12

<TABLE>

<S>                                                          <C>                              <C>
Allan I. Brown(3)                                            1,148,023                        7.4%
c/o Simon Marketing, Inc.
1900 Avenue of the Stars, 4th Floor
Los Angeles, CA 90067-4301

Eric Stanton(4)                                              1,148,023                        7.4%
c/o Simon Marketing, Inc.
Evergo House
38 Gloucester Road
Wanchai
Hong Kong

H. Ty Warner(5)                                              1,075,610                        6.9%
P.O. Box 5377
Oak Brook, IL  60522

Heartland Advisors, Inc.(6)                                  1,050,700                        6.8%
790 North Milwaukee Street
Milwaukee, WI  53202

Dimensional Fund Advisors Inc.(7)                              845,500                        5.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA  90401
</TABLE>

----------------------

(1)   The information concerning this holder is based solely on information
      contained in filings it has made with the Securities and Exchange
      Commission pursuant to Sections 13(d) or 13(g) of the Securities Exchange
      Act of 1934. The Equitable Companies Incorporated (the "Equitable
      Companies") is the parent holding company of Alliance Capital Management
      L.P., a registered investment advisor ("Alliance"), which is deemed to
      have sole voting power as to 1,144,100 of these shares and sole
      dispositive power as to 1,908,600 of these shares. Alliance indicates that
      it acquired the shares solely for investment purposes on behalf of client
      discretionary investment advisory accounts. A majority interest in the
      Equitable Companies is owned beneficially by AXA (9 Place Vendome, 75001,
      Paris, France), and a group of four French mutual funds located in Paris,
      France beneficially owns a majority interest in AXA.

(2)   The information concerning this holder is based solely on information
      contained in filings it has made with the Securities and Exchange
      Commission pursuant to Sections 13 (d) and 13 (g) of the Securities
      Exchange Act of 1934. The shares are beneficially owned by one or more
      investment companies or other managed accounts which are advised by
      investment advisor subsidiaries of Franklin Resources, Inc. ("FRI") and
      grant the FRI subsidiaries sole voting power and sole dispositive power as
      to all of the shares. Charles B. Johnson and Rupert H. Johnson, Jr. each
      own in excess of 10% of the outstanding common stock of FRI and are the
      principal shareholders of FRI.

(3)   Allan Brown has the sole power to vote, or to direct the vote of, and the
      sole power to dispose, or to direct the disposition of, 1,148,023 shares.
      Mr. Brown is party to a Shareholders Agreement dated June 9, 1997, as
      amended, with the Company, Eric Stanton, Gregory Shlopak and Patrick
      Brady, pursuant to which he may be deemed to have shared voting power over
      5,012,380 shares for the purpose of electing certain directors and may be
      deemed to be a member of a "group" for the purposes of Section 13(d)(3) of
      the Securities Exchange Act of 1934, as amended. Mr. Brown expressly
      disclaims beneficial ownership of any shares except for the 1,148,023
      shares as to which he possesses sole voting and dispositive power.

(4)   Eric Stanton has the sole power to vote, or to direct the vote of, and the
      sole power to dispose, or to direct the disposition of, 1,148,023 shares.
      Mr. Stanton is party to a Shareholders Agreement dated June 9, 1997, as
      amended, with the Company, Allan Brown, Gregory Shlopak and Patrick Brady,
      pursuant to which he may be


                                       12

<PAGE>   13



      deemed to have shared voting power over 5,012,380 shares for the purpose
      of electing certain directors and may be deemed to be a member of a
      "group" for the purposes of Section 13(d)(3) of the Securities Exchange
      Act of 1934, as amended. Mr. Stanton expressly disclaims beneficial
      ownership of any shares except for the 1,148,023 shares as to which he
      possesses sole voting and dispositive power.

(5)   Includes 100,000 shares issuable pursuant to a warrant which is currently
      exercisable.

(6)   The information concerning this holder is based solely on information
      contained in filings it has made with the Securities and Exchange
      Commission pursuant to Sections 13 (d) and 13 (g) of the Securities
      Exchange Act of 1934. Heartland Advisors, Inc. is a registered investment
      advisor, and has indicated that it has the sole power to dispose, or to
      direct the disposition of, all of the shares.

(7)   The information concerning this holder is based solely on information
      contained in filings it has made with the Securities and Exchange
      Commission pursuant to Sections 13 (d) and 13 (g) of the Securities
      Exchange Act of 1934. Dimensional Fund Advisors Inc. ("Dimensional") is a
      registered investment advisor for four investment companies and also
      serves as investment manager to certain other investment vehicles. In its
      roles as investment advisor and investment manager, Dimensional has the
      sole power to vote, or to direct the vote of, and the sole power to
      dispose, or direct the disposition of, all of the shares. Dimensional
      disclaims beneficial ownership of all of the shares.

                        SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information at April 2, 1999 regarding the
beneficial ownership of the Company's Common Stock (including Common Stock
issuable upon the exercise of stock options exercisable within 60 days of April
2, 1999) by each director, each executive officer named in the Summary
Compensation Table, and by all directors and executive officers of the Company
as a group.

<TABLE>
<CAPTION>

              Name and Address                          Number of Shares               Percentage of
            of Beneficial Owner(1)                       of Common Stock                   Class
            ----------------------                      ----------------               -------------
<S>                                                        <C>                             <C>

Patrick D. Brady(2)                                        1,448,934                         9.4%
 
Gregory P. Shlopak(3)                                      1,267,400                         8.2%

Terry B. Angstadt(4)                                          55,705                           *

Ted L. Axelrod(5)                                             35,620                           *

Dominic F. Mammola(6)                                         29,732                           *

Joseph W. Bartlett(7)                                         27,500                           *

Joseph Anthony Kouba(8)                                        2,500                           *

All directors and executive                                 2,867,391                       18.5%
officers as a group (seven persons)(9)       


</TABLE>
----------------

 *    Represents less than 1%.

(1)   The address of each of the directors and executive officers is c/o Cyrk,
      Inc., 21 Pond Road, Gloucester, Massachusetts 01930.


                                       13
<PAGE>   14



(2)   Includes (i) 90,408 shares held by a private charitable foundation as to
      which Mr. Brady, as trustee, has sole voting and dispositive power and
      (ii) 153,333 shares issuable pursuant to stock options exercisable within
      60 days of April 2, 1999. Mr. Brady is a party to Shareholders Agreement
      dated June 9, 1997, as amended, with the Company, Allan Brown, Eric
      Stanton and Gregory Shlopak pursuant to which he may be deemed to have
      shared voting power over 5,012,380 shares for the purpose of electing
      certain directors and may be deemed to be a member of a "group" for the
      purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
      amended. Mr. Brady expressly disclaims beneficial ownership of any shares
      except for the 1,448,934 shares as to which he possesses sole dispositive
      and voting power.

(3)   Includes 74,401 shares held by a private charitable foundation as to which
      Mr. Shlopak, as trustee, has sole voting and dispositive power. Mr.
      Shlopak is a party to Shareholders Agreement dated June 9, 1997, as
      amended, with the Company, Allan Brown, Eric Stanton and Patrick Brady
      pursuant to which he may be deemed to have shared voted power over
      5,012,380 shares for the purpose of electing certain directors and may be
      deemed to be a member of a "group" for the purposes of Section 13(d)(3) of
      the Securities Exchange Act of 1934, as amended. Mr. Shlopak expressly
      disclaims beneficial ownership of any shares except for the 1,267,400
      shares as to which he possesses sole dispositive and voting power.
      Pursuant to a Severance Agreement between Mr. Shlopak and the Company
      dated December 31, 1998, Mr. Shlopak resigned as Chief Executive Officer
      and Chairman, and all of his options were cancelled.

(4)   Includes 51,882 shares issuable pursuant to stock options exercisable
      within 60 days of April 2, 1999.

(5)   The 35,620 shares are issuable pursuant to stock options exercisable
      within 60 days of April 2, 1999.

(6)   Includes 28,979 shares issuable pursuant to stock options exercisable
      within 60 days of April 2, 1999.

(7)   The 27,500 shares are issuable pursuant to stock options exercisable
      within 60 days of April 2, 1999.

(8)   The 2,500 shares are issuable pursuant to stock options exercisable within
      60 days of April 2, 1999.

(9)   Includes (i) 74,401 shares held by a private charitable foundation as to
      which Mr. Shlopak, as trustee, has sole voting and dispositive power, (ii)
      90,408 shares held by a private charitable foundation as to which Mr.
      Brady, as trustee, has sole voting and dispositive power and (iii) a total
      of 299,814 shares issuable pursuant to stock options exercisable within 60
      days of April 2, 1999.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Item 13 is restated in its entirety as follows:

The following information sets forth certain transactions, or series of similar
transactions, between the Company and any director, nominee for director,
executive officer, or beneficial owner of more than 5% of the Company's shares.

REAL ESTATE MATTERS. Pursuant to a lease entered into in 1989, the Company
leases its principal executive offices located in Gloucester, Massachusetts from
PG Realty Trust, of which Mr. Shlopak is a trustee and beneficiary. The
aggregate annual rent under the lease is $354,000. Additionally, pursuant to a
lease entered into in January 1997, the Company leases other executive office
and warehouse space in Gloucester, Massachusetts from PG Realty Trust, of which
Mr. Shlopak is a trustee and beneficiary. The aggregate annual rent under the
lease is $171,000. Each lease is triple net and terminates in December 1999. The
Company does not currently intend to renew either lease at the expiration of
their respective terms.

The Company leases a warehouse and distribution facility in Danvers,
Massachusetts under the terms of a fifteen-year operating lease agreement which
expires December 2011 from a limited liability company which is owned by Messrs.
Shlopak and Brady. The lease is triple net and, the aggregate annual rent under
the lease is $462,000.



                                       14
<PAGE>   15



TRANSACTIONS WITH DIRECTORS. Louis Marx, Jr. resigned as a director of the
Company effective December 31, 1998. Mr. Marx is a director of Swiss Army
Brands, Inc. ("Swiss Army Brands") which is a supplier of promotional products
to the Company. The Company purchased $9,027,000 in product from this affiliate
of Mr. Marx in 1998. The Company owns a 2.6% interest in Hudson River Capital
LLC, a venture capital company founded and controlled by Swiss Army Brands.
Messrs. Marx and Shlopak are directors of Hudson River Capital LLC.

TRANSACTIONS WITH CERTAIN SHAREHOLDERS. In December 1997, the Company entered
into a License Agreement with Ty, Inc. ("TY"), the world's largest manufacturer
and marketer of plush toys (sold under the name Beanie Babies(R)), which granted
the Company the exclusive right to develop and market to retailers certain
licensed Beanie Babies products. Ty Warner is the sole shareholder of TY and
beneficially owns more than 5% of the Company's shares. In 1998, net sales of
Beanie Babies related products by the Company were approximately $54,897,000.

INDEBTEDNESS OF MANAGEMENT

During fiscal 1997, Dominic F. Mammola, Executive Vice President and Chief
Financial Officer of the Company, was indebted to the Company in the amount of
$75,000. Mr. Mammola incurred this sum of indebtedness because of an advance
made to him by the Company. His largest aggregate amount of indebtedness
outstanding at any time during fiscal 1998 was $75,000. Mr. Mammola repaid the
indebtedness in full in June 1998.

During fiscal 1997, Ted L. Axelrod, Executive Vice President of the Company, was
indebted to the Company in the amount of $100,000. Mr. Axelrod incurred this sum
of indebtedness because of an advance made to him by the Company. His largest
aggregate amount of indebtedness outstanding at any time during fiscal 1998 was
$100,000. The amount of indebtedness outstanding as of April 2, 1999 was
$100,000. The rate of interest charged on the indebtedness is the federal
statutory rate.

During fiscal 1998, Gregory P. Shlopak, former Chief Executive Officer and
Chairman of the Company, was indebted to the Company in the amount of $256,947.
Mr. Shlopak incurred this sum of indebtedness because of an advance made to him
by the Company. Pursuant to a Severance Agreement dated December 31, 1998
between the Company and Mr. Shlopak, the Company forgave this indebtedness.

During fiscal 1998, Patrick D. Brady, Chief Executive Officer, Chief Operating
Officer and President of the Company, was indebted to the Company in the amount
of $75,715. Mr. Brady incurred this sum of indebtedness because of an advance
made to him by the Company. His largest indebtedness at any time during fiscal
1998 was $75,715. The amount of indebtedness as of April 2, 1999 was $77,388.
The rate of interest charged on the indebtedness is the federal statutory rate.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

         Item 14 is amended to include the following documents as exhibits:

--------------------------------------------------------------------------------
EXHIBIT NO.         DESCRIPTION

--------------------------------------------------------------------------------
10.21              Form of Indemnification Agreement between the Registrant and
                   its directors, filed herewith.
--------------------------------------------------------------------------------


                                       15
<PAGE>   16


                                   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.


                                            CYRK, INC.



Dated:   April 29, 1999                     By: /s/ Patrick D. Brady
                                                -------------------------------
                                                Patrick D. Brady
                                                Chief Executive Officer, Chief
                                                Operating Officer and President



                                       16