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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) August 7, 1995
APPAREL AMERICA, INC.
(exact name of registrant as specified in its charter)
Delaware 0-4954 13-2648900
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(state or other jurisdiction (Commission File Number) (IRS Employer I.D. No.)
of incorporation)
1175 State Street, New Haven, CT 06511
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(Address of principal executive offices)
Registrant's telephone number, including area code (203) 777-5531
N/A
(former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 7, 1995, Registrant acquired from Milady Brassiere & Corset Co.,
Inc. ("Milady") the tradenames Roxanne, Harbour Casual and Coco Reef as well as
certain inventory and associated purchase orders. The purchase price for the
tradenames is to be determined based on a percentage of net sales of goods
bearing the tradenames Roxanne and Harbour Casual over the next seven years as
follows:
(i) During the twelve months immediately following the Closing, 5%;
(ii) During the thirteenth through twenty-fourth month following the
Closing, 4%;
(iii) During the twenty-fifth through sixtieth month following the
Closing, 3%;
(iv) During the sixty-first through eighty-fourth month following the
Closing, 2%.
In addition, at the Closing (August 7, 1995) the Registrant paid an advance
against these payments of $500,000. Further, the Registrant guaranteed a minimum
payment of $1,200,000 (inclusive of the $500,000 advance) for the first three
years and $500,000 for the last four years.
In related developments, the Registrant (i) purchased approximately
$500,000 of inventory bearing the purchased tradenames as well as assumed
matching customer purchase orders against this inventory and (ii) entered into
one year and two
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year employment agreements, respectively, with two of the principals of Milady.
All funds used in the acquisition came from Registrant's internally
generated capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
It is impracticable to provide the required financial statements at this
time. These financial statements will be filed under cover of Form 8 as soon as
practicable, but not later than 60 days after the date of this report on
Form 8-K.
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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.
APPAREL AMERICA, INC.
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(Registrant)
Date: August 16, 1995 /s/ Frederick M. D'Amato
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Frederick M. D'Amato, Vice
President-Finance, both
on behalf of the
Registrant and as its
Principal Financial Officer
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