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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
OCTOBER 7, 1998
(Date of Report)
NITCHES, INC.
(Exact Name of Registrant as Specified in its Charter)
Commission File No. 0-13851
California 95-2848021
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
10280 Camino Santa Fe
San Diego, California 92121
(Address of Principal Executive Offices)
(619) 625-2633
(Registrant's Telephone No.)
Exhibit Index Page 3
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ITEM 5. OTHER EVENTS
The Company announced today that it is extending its tender offer to
purchase up to 1,000,000 shares of common stock at $4.00 per share until 5:00
p.m. Eastern Daylight Time, on Wednesday, October 21, 1998. The extension is
being granted to provide investors with an opportunity to review revisions to
the Company's Offer to Purchase which are described in the Company's press
release which is incorporated by reference.
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: October 7, 1998 NITCHES, INC.
By: /s/ STEVEN P. WYANDT
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Steven P. Wyandt
President
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Form of Press Release
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Exhibit 2.1
FOR IMMEDIATE RELEASE
SUBJECT: Expiration Date for Tender Offer extended to 5:00 p.m., Eastern
Daylight Time, Wednesday, October 21, 1998.
CONTACT: D.F. King & Co., Inc. (800) 347-4750
SAN DIEGO, CALIFORNIA, OCTOBER 7, 1998 -- Nitches, Inc. (NASDAQ -- NICH)
announced today that it has extended the expiration date of its recent
tender offer for its shares until 5:00 p.m., Eastern Daylight Time,
Wednesday, October 21, 1998. The Offer to Purchase up to 1,000,000
shares of outstanding common stock for a cash price $4.00 per share was
to expire at 5:00 p.m. Eastern Daylight Time, October 7, 1998. The
extension is to provide investors an opportunity to review revisions to
the Company's Offer to Purchase which was filed with the Company's
Amendment No. 3 to Schedule 13E-4.
The Offer to Purchase has been revised to reflect that as a result of
the year end audit, the Company has determined that the merger of its
wholly-owned subsidiary, Body Drama, Inc., into the Company as of August
31, 1998 resulted in the elimination of the deferred tax liability for
financial reporting purposes only. Accordingly, a $972,000 deferred tax
liability has been eliminated from the Company's pro forma balance sheet
for the period ended May 31, 1998, resulting in pro forma shareholders
equity of $7,165,000 and a pro forma book value of $7.08 per share as of
May 31, 1998 after giving effect to the Offer. Similarly, the pro forma
statement of operations data has been revised to include an
extraordinary tax benefit of $972,000, which results in pro forma net
income of $480,000 or $.38 per share for the period ended May 31, 1998.
All other terms and conditions to the tender offer remain unchanged.
Copies of the Amendment No. 3 to Schedule 13E-4, including the revised
Offer to Purchase that was filed electronically with the SEC can be
obtained through the EDGAR database maintained on the Internet by the
SEC. The address of the web site is http://www.sec.gov. Additional
information may be obtained from the information agent for the offer,
D.F. King & Co., Inc. at (800) 347-4750.
