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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 26, 2000
BLUE RHINO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-14133 56-1870472
(State or other jurisdiction of Commission file number (I.R.S. Employer
incorporation or organization) Identification No.)
104 CAMBRIDGE PLAZA DRIVE,
WINSTON-SALEM, NORTH CAROLINA 27104
(Address of principal executive offices)
(Zip code)
(336) 659-6900
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 26, 2000, Blue Rhino Corporation (the "Company") completed
the acquisition of QuickShip, Inc. ("QuickShip"), an in-store retail shipping
service company based in Lenexa, Kansas owned by Thomas E. Brandtonies and Gold
Banc Corporation, Inc. The transaction, structured as a tax-free reorganization,
will be accounted for as a purchase. QuickShip's assets include proprietary
retail shipping software, customer lists, computer hardware and furniture and
fixtures, all of which will continue to be used in the conduct of QuickShip's
in-store, retail shipping service business.
The purchase price consisted of $1.2 million in cash and deferred
payments (including acquisition costs) from general working capital, $2.8
million of the Company's Series A Convertible Preferred Stock valued at $6.00
per share (the price at which the Company last sold shares of its Series A
Convertible Preferred Stock) and a five-year warrant to purchase 100,000 shares
of the Company's common stock. In conjunction with the transaction, the Company
issued and sold an additional $4.0 million of its Series A Convertible Preferred
Stock to Gold Banc Corporation, Inc. to finance the repayment at closing of
existing QuickShip indebtedness. The terms of the Company's Series A Convertible
Preferred Stock are set forth in the Certificate of Designation dated September
7, 2000 and attached as Exhibit 4.10 to the Company's Registration Statement on
Form S-3 dated September 25, 2000. The consideration paid by the Company was
negotiated among the Company and QuickShip's stockholders at arms'-length, and
no formula or other fixed or identifiable principles were used in establishing
such consideration.
QuickShip, now a wholly owned subsidiary of the Company, provides a
full-service, in-store, fee-based postal and parcel shipping system. Currently,
QuickShip offers its service at over 200 retail locations in 16 states, and the
Company intends to expand the number of locations to include many of those
currently offering Blue Rhino cylinder exchange and other products. In
conjunction with the transaction, QuickShip and Mr. Brandtonies entered into a
two-year employment agreement pursuant to which he will serve as QuickShip's
President and receive an annual base salary of $200,000.
The description contained in this Item 2 is qualified in its entirety
by reference to the documents relating thereto filed as exhibits to this Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
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2.1 Agreement and Plan of Reorganization dated October
25, 2000 by and among the Company, QuickShip
Acquisition Corp., QuickShip, Inc., Thomas E.
Brandtonies, Gold Bank and Gold Banc Corporation,
Inc., incorporated by reference to Exhibit 2.1 to the
Company's Annual Report on Form 10-K for the year
ended July 31, 2000.
4.1 Warrant issued to Thomas E. Brandtonies dated October
26, 2000
4.2 Amended and Restated Registration Rights Agreement
dated October 25, 2000 among the Company, the
investors listed therein and the former stockholders
of QuickShip, Inc., incorporated by reference to
Exhibit 4.12 to the Company's Annual Report on Form
10-K for the year ended July 31, 2000.
99.1 Subscription Agreement between the Company and Gold
Banc Corporation, Inc. dated October 25, 2000.
99.2 Employment Agreement between the Company and Thomas
E. Brandtonies dated October 26, 2000.
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SIGNATURE
Pursuant to the requirements 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.
Blue Rhino Corporation
By: /s/ Mark Castaneda
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Mark Castaneda
Chief Financial Officer
Date: November 10, 2000
