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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
SEPTEMBER 22, 2000
COURIER CORPORATION
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(Exact name of registrant as specified in charter)
MASSACHUSETTS
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(State or Other Jurisdiction of Incorporation)
0-7597 04-2502514
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(Commission file number) (IRS employer identification number)
15 WELLMAN AVENUE, NORTH CHELMSFORD, MA 01863
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(Address of principal executive offices) (Zip code)
(978) 251-6000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS
On September 22, 2000, Courier Corporation and its subsidiaries, (the
"Company") purchased all of the outstanding common stock of Dover
Publications, Inc., Dover Book Store, Inc. and Transfolio Express, Inc.
(collectively, "Dover Publications") for a purchase price of approximately
$39 million in cash. Dover Publications, headquartered in Mineola, New York,
is a publisher of special-interest books. The Company currently intends to
carry on substantially the same business as was conducted by Dover
Publications. The acquisition was made pursuant to the terms and conditions
of a Stock Purchase Agreement dated as of August 14, 2000 (the "Purchase
Agreement") by and among the Company, Mrs. Blanche Cirker, individually, the
Estate of Hayward Francis Cirker, by Blanche Cirker, executrix, and the
Stockholders of Dover Publications. The acquisition will be accounted for as
a purchase and, accordingly, the results of operations of Dover Publications
will be included in the consolidated financial statements of the Company from
September 22, 2000 forward.
The purchase price was determined in arms-length negotiations and was
financed by a wholly-owned subsidiary of Courier Corporation, using the
Company's existing credit facility with Citizens Bank of Massachusetts
(successor to State Street Bank and Trust Company), Fleet National Bank
(f/k/a BankBoston, N.A.), and KeyBank National Association. The amount
available under this facility was extended from $30 million to $60 million in
contemplation of this transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Required financial statements of the business acquired will be filed by
Courier by amendment of this Current Report on Form 8-K no later than December
6, 2000.
(b) Pro Forma Financial Information
Required pro forma financial information will be filed by Courier by
amendment of this Current Report on Form 8-K no later than December 6, 2000.
(c) Exhibits
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Exhibit No. Description
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2.1 Stock Purchase Agreement dated as of August 14, 2000 by and
among Courier Corporation, Mrs. Blanche Cirker,
individually, the Estate of Hayward Francis Cirker, by
Blanche Cirker, executrix, and each of the Stockholders of
Dover Publications, Inc., Dover Book Store, Inc. and
Transfolio Express, Inc.
10 Amendment, dated August 11, 2000, to note agreement
between Courier Corporation, Citizens Bank of Massachusetts
(successor to State Street Bank and Trust Company), Fleet
National Bank (f/k/a BankBoston, N.A.) and KeyBank National
Association, providing for a $60 million revolving credit
facility.
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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.
COURIER CORPORATION
Date: October 6, 2000 By: /s/ Robert P. Story, Jr.
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Name: Robert P. Story, Jr.
Title: Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement dated as of August 14, 2000 by and
among Courier Corporation, Mrs. Blanche Cirker,
individually, the Estate of Hayward Francis Cirker, by
Blanche Cirker, executrix, and each of the Stockholders of
Dover Publications, Inc., Dover Book Store, Inc. and
Transfolio Express, Inc.
10 Amendment, dated August 11, 2000, to note agreement
between Courier Corporation, Citizens Bank of Massachusetts
(successor to State Street Bank and Trust Company), Fleet
National Bank (f/k/a BankBoston, N.A.) and KeyBank National
Association, providing for a $60 million revolving credit
facility.
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