SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 24,1998
SHERWOOD BRANDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-14091 56-1349259
(COMMISSION FILE NUMBER (IRS EMPLOYER IDENTIFICATION NO.)
SHERWOOD BRANDS, INC.
6110 EXECUTIVE BLVD.
SUITE 1080
ROCKVILLE, MARYLAND 20852
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (301) 881-9340
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ITEM 5. OTHER EVENTS
The Registrant incorporates herein by reference the information
disclosed in Exhibit 99 filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) & (b) It is currently not feasible to provide financial statements, pro
forma or otherwise, required pursuant to Regulation S-K in connection with the
acquisition identified in Item 2 above. This Report will be amended within 60
days from the date this Report is filed in connection with the provision of such
information.
(c) Exhibit 10.1 Receiver's Bill of Sale by Allen M. Shine, as
receiver of E. Rosen Company, dated September 24,
1998.
Exhibit 99 Press release of Sherwood Brands, Inc. dated
September 18, 1998
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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.
SHERWOOD BRANDS, INC.
Date: October 8, 1998 By:/S/ ANAT SCHWARTZ
-----------------------------------------
Anat Schwartz, Vice President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
Exhibit 10.1 Receiver's Bill of Sale by Allen M. Shine, as receiver of
E. Rosen Company, dated September 24, 1998.
Exhibit 99 Press release of Sherwood Brands, Inc. dated September 18, 1998
EXHIBIT 10.1
RECEIVER'S BILL OF SALE
I, Allan M. Shine, in my capacity as the duly appointed Permanent
Receiver of E. Rosen Company, by the authority vested in me by Order of the
Providence County Superior Court of the State of Rhode Island entered on the
17th day of September, 1998, in the Receivership proceeding pending before that
Court, docketed as P.M. No. 98-3870 and pursuant to the Offer To Purchase
annexed hereto as Exhibit A, in consideration of $4,000,000.00 paid by Sherwood
Brands of RI Inc., the receipt of which sum is hereby acknowledged, do hereby
convey and assign to Sherwood Brands of RI Inc., free and clear of all claims
and liens and encumbrances, all of my right, title and interest as said
Permanent Receiver in and to the following described assets belonging to E.
Rosen Company located at the business premises of said company in Pawtucket and
Central Falls in Rhode Island and Fall River and New Bedford in Massachusetts:
all machinery and equipment, all inventory, including raw materials,
intermediate goods, and finished goods (except the excluded inventory listed on
Exhibit B), all dies and tools, all furniture, all non-real estate fixtures, all
motor vehicles, trade names, trademarks and brand names, customer lists and
goodwill, and all financial books and records of E. Rosen Company pertaining to
its business operations (collectively the "Assets").
Expressly excluded from this sale and conveyance hereunder are any and
all other assets of E. Rosen Company that are not described herein as the
Assets, which excluded assets shall herein be referred to as the "Excluded
Assets." The Excluded Assets shall include, without limiting the generality of
the foregoing, any machinery, equipment or property leased or loaned to E. Rosen
Company, and/or not owned by E. Rosen Company, such as, by way of example,
refuse containers, compactors, uniforms and towels, all computer equipment and
accessories leased by E. Rosen Company from TAL Financial, the excluded
inventory listed on Exhibit A annexed hereto, all real estate fixtures that are
necessary to operate or maintain the real estate premises owned by The Erco
Corporation
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and/or E. Rosen Company unless the same are necessary for the operation of
equipment or machinery in connection with the manufacturing process, such as by
way of example cooling, heating and air conditioning equipment utilized in the
manufacture or preservation of product, any and all cash, all accounts
receivable, and all proceeds thereof, and any and all goods, inventory or
merchandise relating to such accounts receivable that may be returned to E.
Rosen Company, all tax refunds of any kind or nature due and owing from any
taxing authorities, all pre-paid deposits, unearned insurance premiums and
insurance policies, all choses-in-action not customarily available in the trade
or industry in connection with the continued business operations of E. Rosen
Company, any and all claims relating to reclamation, replevin or of a similar
nature against or involving third parties and E. Rosen Company, and any and all
claims of any kind or nature of the Receiver or the Receivership Estate of E.
Rosen Company against any stockholder, officer, director, employee, or other
insider of said company, including but not limited to any and all claims against
any such parties for breach of fiduciary duties, and any and all claims of any
kind or nature against any entities or individuals relative to preferential
transfers, fraudulent conveyances or breach of duty to E. Rosen Company and/or
its creditors, and the proceeds of any of the foregoing Excluded Assets.
This sale is made without any representations or warranties whatsoever,
including but not limited to, any representations or warranties concerning
quantity, quality, durability, condition, merchantability, fitness for any
purpose, or any other aspects of said Assets, and all said Assets are sold "as
is" and "where is."
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Notwithstanding anything herein to the contrary, the person executing
this instrument in his representative capacity as Receiver shall not be
personally liable.
Witness my hand this 24th day of September, 1998.
/s/ ALLAN M. SHINE
--------------------------------
Allan M. Shine, as and only as
Receiver of E. Rosen Company,
and not individually.
Dated: 9/25/98 as of 9/24/98
<PAGE>
ACKNOWLEDGEMENT OF RECEIPT OF
BILL OF SALE AND ASSETS
The undersigned hereby acknowledges receipt of the executed original
foregoing Receiver's Bill of Sale and all Assets referred to therein, and upon
the terms and condition set forth therein.
Sherwood Brands of RI, Inc.
By: /s/ UZIEL FRYDMAN
--------------------------------
Print Name:
Dated:
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EXHIBIT A
STATE OF RHODE ISLAND SUPERIOR COURT
PROVIDENCE, SC.
Harris Rosen
vs. P.M.#98-3870
E. Rosen Company
OFFER TO PURCHASE ASSETS OF E. ROSEN COMPANY
TO ALLAN M. SHINE, RECIEVER OF THE ABOVE-NAMED DEFENDANT:
The undersigned ("Purchaser") does hereby offer to purchase all of your
right, title, and interest as Receiver, free and clear of mortgages, liens,
claims, interests and encumbrances, in and to the following assets used in the
business operations of the aforedescribed Defendant, for the amounts set forth
below:
1. Machinery and Equipment (including dies, tools, furniture,
fixtures and vehicles, but excluding computer leased from TAL
Financial $2,750,000
----------
2. Inventory $1,150,000
----------
3. Accounts Receivable NO OFFER
--------
4. Trade names, trademarks, customer lists and good will $100,000
--------
5. Entirety bid for assets 1, 2 and 4 $4,000,000
----------
(collectively called the "Rosen Assets")
Purchaser expressly acknowledges and agrees that any and all other
assets of Defendant, other than those described above as the Rosen Assets are
expressly excluded from the sale contemplated herein, which assets are
hereinafter referred to as the "Excluded Assets", which Excluded Assets shall
include, without limiting the generality of the foregoing, any and all cash, all
tax refunds of any kind or nature due and owing from any taxing authorities,
pre-paid deposits, unearned insurance premiums, insurance policies,
choses-in-action not customarily available in the trade or industry in
connection with the continued business operations of Defendant, any property
leased or loaned to Defendant, and/or not owned by Defendant, such as refuse
containers, compactors, uniforms and towels, and any all claims of any kind or
nature of the Receiver or the Receivership Estate of Defendant against any
stockholder, officer, director, employee, or other insider of Defendant,
including but not limited to any and all claims against any such parties for
breach of fiduciary duties, and any and all claims of any kind or nature against
any entities or individuals relative to preferential transfers, fraudulent
conveyances or breach of duty to Defendant and/or its creditors, and the
proceeds of any of the foregoing Excluded Assets.
The Receiver is also prepared to consider non-confirming bids submitted
to him, such as for the lollypop line, so-called.
Purchaser expressly agrees to fulfill at its own expense any and all
orders on hand at date of closing for orders that have not been completed at
date of closing and shall be entitled to proceeds of such orders.
The Purchaser hereby encloses a certified check or bank check in the
amount of $100,000 as a deposit in connection with this Offer. It is understood
that you will hold this deposit in escrow, in an interest bearing account,
pending submission of this Offer to the Providene County Superior Court in this
receivership proceeding (the "Court").
<PAGE>
This Agreement fully and completely expresses the parties' agreement,
and all understandings and agreements heretofore had between the parties, if
any, are extinguished and of no force and affect except to the extent such are
expressly set forth herein, and this Agreement is entered into after full
investigation by the Purchaser of the Rosen Assets, and no reliance is made by
Purchaser upon any statements or representations not embodied in this Agreement.
If you are agreeable to accepting this Offer on the terms herein
stated, please indicate below. This Offer and the agreement between the parties
is subject to the approval of the Court in the aforedescribed receivership
proceeding. The Purchaser understands that the Receiver and Court may entertain
any higher Offers for the Rosen Assets prior to Court approval of this Offer. In
the event that this Offer is approved by said Court, the balance of the purchase
price shall be paid to the Receiver by certified or bank check on the second
business day following the date of entry of the Court Order approving this
Offer, or on such earlier date as agreed to by the parties, so long as such
Court Order is not the subject of an injuction or stay prohibiting consummation
of the sale contemplated in the Agreement (the "Closing Date"). It is agreed and
understood that time is of the essence.
If the Purchaser shall fail to pay the balance of the purchase price
within said period, the Reciver may, at his option, resell the Rosen Assets,
without notice to the Purchaser, and without previously tendering the Rosen
Assets to the Purchaser. Such resale shall not, however, release the Purchaser
from liability for breach of the terms of this Offer and, in case of such
default, the Receiver shall have the right to retain the deposit towards the
payment of any damages to which the Receiver may be entitiled by reason of said
default, without prejudice to any right to other or further damages or to pursue
any remedy, legal and/or equitable, which my accrue to the Receiver by reason of
such default. If Court approval of this Offer is not obtained within 45 days
from the date of the Receiver's acceptance hereof, this Offer shall terminate,
whereupon the Receiver shall return to the Purchaser the deposit delivered to
the Receiver in connection with this Offer.
This agreement and transfers resulting from this Offer are and shall be
made without any representations or warranties whatsoever, by or from the
Receiver, including but not limited to, any representations or warranties
concerning quantity, quality, durability, condition, merchantability, fitness
for any purpose, or any other aspects of the Rosen Assets, and the Rosen Assets
are sold "as is" and "where is".
Sherwood Brands, Inc.
By: /s/ UZIEL FRYDMAN
------------------------------------
Uziel Frydman, President
6110 Executive Boulevard Suite 1080
Rockville, MD 20852
(301) 881-9340
Dated: 9/17/1998
---------
ACCEPTED:
/s/ ALLAN M. SHINE
- ------------------------------
Allan M. Shine, Esq., as and
only as Receiver of E. Rosen
Company, and not individually
Dated: 9/17/98
-2-
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EXHIBIT B
EXCLUDED INVENTORY
ITEM # QUANTITIY DESCRIPTION
- ------ --------- -----------
371800 452 Cases GT Halloween Pops Asst.
400700 450 Pallets SC Gingerbread House
400800 555 Pallets SC Duck Nutcracker
401000 627 Pallets SC Basket Asst - Summer/Fall
401200 185 Pallets SC Large Hamper
401400 112 Pallets SC Braided Rope Basket
409800 47 Cases RL Fall Basket Asst.
421300 189 Cases RL Ceramic Cookie House
423500 71 Cases RL Set of Cheeseboards
499300 47 Cases RL Brunch Board Set
388300 2828 Cases Bag of Gummi Skulls
372900 2402 Cases RA Bag of Smile Pops
380000 1675 Cases RA Pumpkin Clip Strip
381100 8700 Cases WM Bag of Pumpkin Pops
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ACKNOWLEDGEMENT OF RECEIPT OF
SUPPLEMENTAL BILL OF SALE
The undersigned hereby acknowledges receipt of the executed original
foregoing Receiver's Supplemental Bill of Sale and the Supplemental Assets
referred to therein upon the terms and conditions set forth therein.
Sherwood Brands of RI, Inc.
By: /s/ UZIEL FRYDMAN
----------------------------
Print Name:
Dated:
EXHIBIT 99
SHERWOOD BRANDS LOGO
SHERWOOD BRANDS, INC. (AMEX)
COMPANY ANNOUNCES THE ACQUISITION OF E. ROSEN COMPANY
For Immediate Release
FRIDAY, SEPTEMBER 18, 1998
CONTACT: ANAT SCHWARTZ
SHERWOOD BRANDS, INC.
(301) 881-9340
(Rockville, MD) - Sherwood Brands, Inc. (AMEX Symbol SHD) announced today that
it has agreed to purchase the assets of E. Rosen Company d/b/a School House
Candy Co. E. Rosen Company is a Rhode Island based manufacturer of hard candy,
jelly beans and lollipops and packer of gift items. E. Rosen has been a major
supplier in the holiday gift basket market selling to chains such as Wal-Mart,
Kmart and CVS and had approximately $42 million in sales in the fiscal year
ended March, 1998.
Uziel Frydman, president and chief executive officer of Sherwood Brands,
commented "We believe that this purchase has all the elements that we seek in
our growth and acquisition strategy; we have added complementary product lines,
excellent manufacturing capability, and opportunities to expand our distribution
of both our core products and our newly acquired products. We are excited about
the very significant top and bottom line contribution that we expect this
purchase to create. We are also very pleased to join the Rhode Island business
community and appreciate the very warm and supportive welcome we have received."
Sherwood Brands will pay $4 million in cash for the machinery and equipment,
inventory and trade names, trademarks and customer lists of E. Rosen. E. Rosen
Company filed a receivership proceeding before the Rhode Island Superior Court
on July 31, 1998. Closing for the acquisition is scheduled for September 24,
1998. Sherwood will finance the acquisition with working capital but may seek
additional equipment and working capital financing immediately after the
closing.
6110 EXECUTIVE BOULEVARD - SUITE 1080 - ROCKVILLE, MARYLAND 20852
PHONE (301) 881-9340 - FAX NO. (301) 881-0826 - www.sherwoodbrands.com
<PAGE>
SHERWOOD BRANDS LOGO
Sherwood Brands, Inc. headquartered in Rockville, MD is a manufacturer,
marketer, and distributor of confectionery products comprised of the following
brands: COWS (a line of candy offering both soft and chewy toffees and dairy
butter and cream hard candy), RUGER wafers (a line of wafer cookies in three
flavors: chocolate, vanilla and strawberry) ELANA (Belgian chocolate bars) and
demitasse (a line of tea biscuits offered in a variety of flavors). The
company's strategy is to establish brand name identity and nationally market
highly distinctive premium quality confectionery products. The company's
strategy also includes acquiring complementary products or companies that can
benefit from the company's marketing and manufacturing expertise.
This press release contains certain "forward-looking statements" within the
meaning of the federal securities laws that involve risks and uncertainties
including but not limited to, the success of integration of operations, market
acceptance of products, the effects of general economic conditions, the impact
of competition and supply and demand changes by the company's customers.
Management does not expect to update such forward looking statements continually
as conditions change, and readers are urged to review carefully and consider the
various disclosures in periodic reports, including reports relating to the
acquisition, filed and to be filed with the Securities and Exchange Commission.
6110 EXECUTIVE BOULEVARD - SUITE 1080 - ROCKVILLE, MARYLAND 20852
PHONE (301) 881-9340 - FAX NO. (301) 881-0826 - www.sherwoodbrands.com
