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): November 1, 2000
(Exact name of registrant as specified in its charter): CCA Industries, Inc.
(State of other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
Delaware 2-85538-B 04-2795439
Item 2. Acquisition or disposition of Assets. The registrant has acquired
all of the right, title and interest in the trademarks:
Cherry Vanilla, Cloud Dance, Sunset Cafe, Amber Musk, Mandarin
Vanilla and Vision owned by Shiara Holdings, Inc. for $450,000.
Item 7. Financial Statements and Exhibits:
EXHIBIT A - ASSIGNMENT OF TRADEMARKS
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.
DATE: CCA INDUSTRIES, INC.
(Registrant)
(Title) Chairman of the Board of Directors
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TRADEMARK ASSIGNMENT
This Assignment ("Assignment") is made as of October 26, 2000 (the
"Effective Date") by Shiara Holdings, Inc., an Illinois corporation
("Assignor") to CCA Industries, Inc., a Delaware corporation ("Assignee").
RECITALS
A. Assignor is the owner of trademarks and registered trademarks with the
United States Patent and Trademark Office set forth on attached and
incorporated Attachment A. (herein collectively referred to as the
"Trademarks").
B. Assignor now desires to transfer to Assignee all its rights, titles and
interests in the Trademarks.
CLAUSES
1. Consideration/Grant of Rights to Trademarks. For goods and valuable
consideration, receipt and sufficiency of which Assignor specifically
acknowledges, Assignor grants, conveys, transfers, alienates and
assigns to Assignee, for and throughout the world, Assignor's rights,
titles and interests (legal, equitable, use and otherwise) in and to
any and all: (i) right to file and register the same in Assignee's
name with any governmental authority; (ii) rights to record the
transfers made under this Assignment in the United States Patent and
Trademark Office and in any other public offices of any governmental
authorities throughout the world; (iii) rights to sue for, collect
and retain damages predicated on present or future infringements of
the preceding, as well as all other claims and rights to damages
associated with the preceding, whether predicated on past, present or
future actions or omissions, and whether or not currently known or
unknown; and (iv) all goodwill associated with the Trademarks.
2. Further Instruments. Assignor shall execute, acknowledge and deliver
to Assignee, such further instruments and documents which relate to
the Trademarks as set forth in this Assignment as Assignee may
reasonably request from time to time to facilitate registration of
any such filings or to record the transfers made in this Assignment
in any public office, or otherwise to give notice or evidence of
Assignee's exclusive rights to the Trademarks and all claims or
rights thereunder.
3. No Retained Rights. Assignor's assignment of the Trademarks to
Assignee under this Assignment constitutes a complete, absolute and
exclusive transfer of all rights (legal, equitable, use and other-
wise) in the Trademarks, whether currently existing or arising or
recognized in the future. Assignor does not reserve or retain any
right, title or interest in the Trademarks. Assignor acknowledges
and agrees that the Trademarks constitute the sole and exclusive
property of Assignee.
4. Authorization. Assignor represents and warrants that it has full
power and authority: (i) to enter into this Assignment; (ii) to grant
to Assignee all rights in and to the Trademarks; and (iii) to perform
all of its obligations under this Assignment. Assignor further
represents and warrants that it has taken all corporate actions
necessary to authorize the preceding.
5. Notices. All notices concerning this Assignment shall be given in
writing, as follows: (i) by actual delivery of the notice into the
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hands of the party entitled to receive it, in which case notice shall
be deemed given when delivered; (ii) by mailing such notice by
registered or certified mail, return receipt requested, in which
case the notice shall be deemed given four (4) days from the date
of its mailing; (iii) by Federal Express or any other overnight
carrier, in which case the notice shall be deemed to be given on the
date next succeeding the date of its transmission; or (iv) by
facsimile or other telephonic or fiber optic transmission of written
characters resulting in hard copy being received by the notified
party, in which case the notice shall be deemed given as of the date
it is sent. All notices which concern this Assignment shall be
addressed as follows:
To Assignor: To Assignee:
Shiara Holdings, Inc. CCA Industries, Inc.
61 East Elm Street 200 Murray Hill Parkway
Chicago, Illinois 60611 East Rutherford, New Jersey 07073
Attn: Ms. Mary Ellen Shipp Attn: Ira Berman, Esq.
6 Binding Effect. This Assignment shall be binding upon and inure to
the benefit of Assignee, its successors and assigns and Assignor and
its permitted successors. This Assignment supersedes any prior
understandings, written agreements or oral arrangements among the
parties, which concerns the subject matter of this Assignment. The
terms of this Assignment shall govern if there is any conflict
between this Assignment and any other written instrument, which
concerns or affects the subject matter of this Assignment.
7. Amendments. No alteration or modification of any of this
Assignment's provisions shall be valid unless made in a written
instrument, which both parties sign.
8. Applicable Law. The laws of the State of Illinois shall govern all
aspects of this Assignment. The parties shall submit all disputes
which arise under this Assignment to state or federal courts located
in Chicago, Illinois for resolution.
9. Severability. If a court of competent jurisdiction holds that any
one or more of this Assignment's provisions are invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any of this Assignment's other
provisions, and this Assignment shall be construed as if it had never
contained such invalid, illegal or unenforceable provisions.
10. Waiver. A party's attempted waiver, consent or authorization of any
kind, whether required pursuant to the terms of this Assignment or
granted pursuant to any breach or default under this Assignment,
shall not be effective or binding upon such party unless the same is
in a written instrument which such party has signed. Any such
waiver, consent or authorization will be valid solely to the extent
specifically set forth in such written instrument. No failure or
delay on the part of any party to this Assignment to exercise any
right, remedy, power or privilege shall preclude or limit any other
or further exercise of such right or the exercise of any other
right, remedy, power or privilege with respect to the same or any
other matter.
SHIARA HOLDINGS, INC. CCA Industries, Inc.
By: By:
lts: lts:
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Attachment A
Trademarks
Cherry Vanilla
(U.S. Patent & Trademark Office Reg. No. 2053657, Reg. April 15, 1997)
Cloud Dance
(U.S. Patent and Trademark Office Reg. No. 2204265, Reg. November 17, 1998)
Sunset Cafe
(U.S. Patent and Trademark Office Reg. No. 2205934, Reg. January 1, 1997)
Vision
(U.S. Patent and Trademark Office Reg. No. 2056361, Reg. April 22, 1997)
All common law rights the Assignor has in the following:
Mandarin Vanilla
Amber Musk
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