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As filed with the Securities and Exchange Commission on June 19, 2000.
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): JUNE 5, 2000
PRICESMART, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22793 33-0628530
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
4649 MORENA BOULEVARD, SAN DIEGO CA 92117
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 581-4530
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This Current Report on Form 8-K is filed by PriceSmart, Inc., a
Delaware corporation (the "Company"), in connection with the matters described
herein.
ITEM 5. OTHER EVENTS.
On June 5, 2000, the Company entered into a stock purchase agreement to
acquire the 40% interest in PSMT Caribe, Inc. ("PSMT Caribe") held by PSC, S.A.
("PSC"). The Company already owns the remaining 60% of PSMT Caribe. PSMT Caribe
is the offshore joint venture formed by the Company and PSC to hold their
respective interests in the Company's membership warehouse clubs operating in
Costa Rica, El Salvador, Honduras and the Dominican Republic. In return for the
40% interest in PSMT Caribe, the Company will issue to PSC 679,500 shares of the
Company's common stock. The Company has agreed to register half of these shares
for resale as soon as practicable following the closing of the transaction. The
Company will be required to file a registration statement to register the
balance of the shares upon the earlier of (i) six months following the closing,
if the Company's stock price declines by a specified amount during the six
months following the closing, or (ii) the one-year anniversary of the closing.
In addition, PriceSmart has agreed in the stock purchase agreement
that when it is necessary for PriceSmart to purchase goods or services for
the warehouse stores operated by PSMT Caribe, which goods or services are
supplied or otherwise made available by a shareholder of PSC to the standards
required by PriceSmart, such shareholder shall have the right to provide such
goods or services if the price and term thereof meets or beats any
competitive offer or bid. PriceSmart also has agreed to allow Promerica Bank,
an affiliate of PSC, to provide banking services in certain PriceSmart
warehouse stores at reasonable and generally competitive rates. Finally,
PriceSmart has agreed to give PSC opportunities to have representation on the
board of directors of PSMT Caribe (the local operating company) and
PriceSmart's board of directors.
The parties also have entered into an option agreement giving PSC the
right to purchase certain excess real property from PriceSmart.
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SIGNATURES
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 hereunto duly authorized.
Date: June 19, 2000 PriceSmart, Inc.
By: /s/ Allan Youngberg
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Allan Youngberg
Chief Financial Officer
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