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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) July 25, 1995
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NBI, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-9403 84-0645110
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
1880 Industrial Circle, Suite F, Longmont, Colorado 80501
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(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 684-2700
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
American Glass, Inc., a recently formed, wholly-owned subsidiary of NBI, Inc.,
was the successful bidder for a majority of the assets of L.E. Smith Glass
Company of Mount Pleasant, Pennsylvania. L.E. Smith Glass Company is a
manufacturer of handmade fine glass giftware and lighting fixtures and has been
in business since 1907.
An involuntary bankruptcy petition had been filed against the parent company of
L.E. Smith Glass and a Chapter 11 trustee was appointed with the mandate to sell
the assets of the various subsidiaries. The sale of the assets of L.E. Smith
Glass Company to American Glass, Inc. was approved by an order of the United
States Bankruptcy Court in Pittsburgh, Pennsylvania on July 25, 1995 (the
"order"). The order was appealed to the United States District Court in
Pittsburgh by the principals of the parent company who have also requested a
stay pending appeal. Absent a stay pending appeal, this transaction is
scheduled to be finalized on or about August 14, 1995. If the transaction
closes, the effective date will be as of the close of business on July 31, 1995.
The assets purchased consist primarily of accounts receivable, inventory,
property, plant and equipment, goodwill and other intangibles. The aggregate
contract purchase price of $5,725,000 was determined by the Registrant based
upon a multiple of historical net cash flow adjusted for nonrecurring items.
The contract purchase price was also based upon amounts reflected in L.E. Smith
Glass Company's March 31, 1995's audited financial statements and will be
adjusted for i) the net change in accounts receivable and inventory from April
1, 1995, through July 31, 1995, ii) any increase in fixed assets relating to
certain verifiable capital expenditures made during this time period and iii)
certain other items. The purchase price will be paid through the assumption of
certain liabilities as of July 31, 1995, cash and cash proceeds from the
liquidation of other current assets held by the Registrant.
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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.
NBI, INC.
Dated: August 9, 1995 By: /s/ MARJORIE A. COGAN
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Marjorie A. Cogan
As a duly authorized officer
Corporate Controller, Secretary
(Principal Financial and Accounting Officer)
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