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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) June 25, 1998
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ALOETTE COSMETICS, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania 0-15414 23-2056003
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1301 Wright's Lane East, West Chester, PA 19380
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 692-0600
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(Former name or former address, if changed since last report.)
Exhibit Index appears on Page 2
Page 1 of 4
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Item 1. CHANGES IN CONTROL OF REGISTRANT
1. Aloette Cosmetics, Inc. (the "Company") announced that the merger of
the Company with ACI Acquisition Partner, Inc. ("ACIA") approved by shareholders
at a special meeting on Tuesday, June 23, 1998, was effective as of the close
of business on Thursday, June 25, 1998.
ACIA acquired, through merger 100% of the outstanding common stock of
the Company in exchange for cash in the amount of $5.25 per share. Total
shares beneficially owned by ACIA as a result of the merger is 2,104,253.
Total consideration paid by ACIA to shareholders and option and
warrant holders is approximately $11.8 million plus the assumption of the
Company's debt. The proceeds were derived from the working capital of ACIA and
bank loans from SouthTrust Bank, N.A. totaling approximately $5.0 million. The
bank loans consist of a $2.5 million Line of Credit at an interest rate equal
to the Bank's Base Rate (8.4% as of June 25, 1998) and a one year $2.5 million
Real Estate Note with interest only payments during the year at a fixed
interest rate of 7.4%. The loans are collateralized by substantially all of
the assets of the Company.
As a result of the Company's acquisition by ACIA, a private company
with a small number of shareholders, the shares have been delisted from
registration under the Securities Act of 1934. In addition, as of the
effective date of the merger, the directors and officers of ACIA are the new
directors and officers of the Company.
Item 7. FINANCIAL STATEMENTS. PROFORMA FINANCIAL
INFORMATION AND EXHIBITS
c. Exhibit
Sequentially
Numbered Page
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EXHIBIT A: Press Release dated June 26, 1998 4
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALOETTE COSMETICS, INC.
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(Registrant)
/s/ Robert K. Cohen
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Name: Robert K. Cohen
Title: President
/s/ Jean M. Lewis
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Name: Jean M. Lewis
Title: Chief Financial Officer
Date: July 17, 1998
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EXHIBIT A
Immediate
Jean M. Lewis
(610) 692-0600
ALOETTE COSMETICS, INC. ANNOUNCES CONSUMMATION OF MERGER
Aloette Cosmetics, Inc. ("Aloette") (Nasdaq NM: ALET) announced that
the merger of Aloette with ACI Acquisition Partners, Inc. ("ACIA") was
effective as of the close of business on Thursday, June 25, 1998. ACIA
acquired, through merger, all of the outstanding capital stock of Aloette in
exchange for cash in the amount of $5.25 per share (the "Merger"), for an
aggregate consideration to Aloette's shareholders, option and warrant holders
of approximately $11.8 million plus the assumption of Aloette debt.
Aloette, a franchisor, direct marketer and distributor of aloe
vera-based skin care products, is located in West Chester, Pennsylvania. As of
May 31, 1998, Aloette's products were being sold by approximately 83
franchises and international distributors worldwide.
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