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): July 13, 1994
WILLCOX & GIBBS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-5731 13-1474527
(Commission File Number) (IRS Employer Identification No.)
4995 N.W. 72nd Avenue, Suite 306, Miami, Florida 33166
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 470-2042
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ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On July 13, 1994, pursuant to a Sale and Purchase Agreement, dated as
of June 15, 1994 (the "Sale and Purchase Agreement"), as amended by an
Amendment to Sale and Purchase Agreement, dated July 13, 1994 (the
"Amendment"), among WG, Inc. ("Parent") and WG Apparel, Inc., a wholly-owned
subsidiary of Parent ("Buyer"), and Willcox & Gibbs, Inc. ("W&G"), W&G
completed the previously announced sale to Buyer of substantially all of the
assets of W&G's apparel parts and supplies distribution operations, including
the assets and operations of W&G's Sunbrand and Unity Sewing Supply divisions
and the stock of W&G's Leadtec Systems Inc. and Willcox & Gibbs, Ltd.
subsidiaries. In exchange for the sale of these assets, W&G received
consideration valued at approximately $44 million, consisting of $38.6 million
in cash, $3 million principal amount of subordinated debt of Parent, 324,814
shares of W&G common stock and a warrant to purchase approximately 15% of
Parent. Parent is a newly-formed company owned by John K. Ziegler and Richard
J. Mackey, former senior executives of W&G, certain senior managers of the
apparel operations and other investors.
This description provides an overview of the Sale and Purchase
Agreement, as amended by the Amendment, and is qualified in its entirety by the
full texts of the Sale and Purchase Agreement and the Amendment, which have
been filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report
on Form 8-K.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) NOT APPLICABLE.
(b) PRO-FORMA FINANCIAL INFORMATION
It is impracticable for the Registrant to provide the pro-forma
financial information required hereunder at this time and such information will
be filed by amendment to this Current Report on Form 8-K within sixty days
after July 28, 1994 (the last date on which this Form 8-K must be filed).
(c) EXHIBITS
The Index to Exhibits to this Report is incorporated herein by
reference.
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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 hereunto duly authorized.
Dated: July 27, 1994
WILLCOX & GIBBS, INC.
By /s/ Allan M. Gonopolsky
--------------------------
Allan M. Gonopolsky
Vice President,
Chief Financial Officer
and Corporate Controller
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WILLCOX & GIBBS, INC.
INDEX TO EXHIBITS TO FORM 8-K
dated July 13, 1994
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
2.1 Sale and Purchase Agreement, dated as of June 15,
1994, among WG, Inc., WG Apparel, Inc. and Willcox &
Gibbs, Inc. -- incorporated by reference to Exhibit
2.1 to the Registrant's Form 8-K dated June 15, 1994
and filed on June 20, 1994.
2.2 Amendment to Sale and Purchase Agreement, dated July
13, 1994, among WG, Inc., WG Apparel, Inc. and Willcox
& Gibbs, Inc. -- filed herewith.
</TABLE>
Exhibit 2.2
AMENDMENT
TO
SALE AND PURCHASE AGREEMENT
Amendment, dated July 13, 1994, to the Sale and Purchase Agreement,
dated as of June 15, 1994 (the "Agreement"), among WG, Inc., WG Apparel, Inc.
and Willcox & Gibbs, Inc. Terms defined in the Agreement and used herein have
such respective defined meanings.
Parent, Buyer and Seller hereby agree that the Agreement be amended
as follows:
1. The fourth paragraph on page 4 of Schedule 4.3 is amended to
delete the words "draft Sale and Purchase Agreement dated June 10, 1994," and
substitute therefor "Sale and Purchase Agreement dated June 15, 1994".
2. Schedule 5.3 is amended to delete the paragraph after item 7 and
to add the following after item 7:
8. Parent will issue on the Closing Date to John K. Ziegler and
Richard J. Mackey promissory notes in the aggregate principal
amount of $499,167, which, together with interest as stated in
the notes, may be paid by the issuance on or before December 31,
1994 of shares of Class A Common Stock at a rate of one share
for each $10.00 paid.
The options, warrants and promissory notes referred to in
items 2, 3, and 8 above are the "Closing Date Securities" for
purposes of the Buyer Warrant. Any options for shares in excess
of the initial grants for 41,250 shares shall not be deemed to
be Closing Date Securities.
3. The Buyer Note, Subsidiary Note, Buyer Warrant, Stockholders
Agreement, Parent Restated Certificate of Incorporation and Buyer Restated
Certificate of Incorporation shall be in the respective forms thereof executed
and delivered at the Closing.
4. Buyer intends to cause Willcox & Gibbs, Ltd. to advance funds to
Buyer on the Closing Date. It is understood that the amount of any such
advance shall be included among the assets of Willcox & Gibbs, Ltd. for
purposes of determining the Net Worth Amount.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
WG, INC.
By /s/ John K. Ziegler
-----------------------------
Name: John K. Ziegler
Title: President
WG APPAREL, INC.
By /s/ John K. Ziegler
-----------------------------
Name: John K. Ziegler
Title: President
WILLCOX & GIBBS, INC.
By /s/ Allan M. Gonopolsky
-----------------------------
Name: Allan M. Gonopolsky
Title: Vice President, Chief Financial
Officer and Corporate Controller
