<PAGE>
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) FEBRUARY 27, 1995
ANDOVER TOGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-14674 13-5677957
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>
ONE PENN PLAZA
NEW YORK, NEW YORK 10119
(Address of Principal Executive Offices) (Zip Code)
Telephone Number, Including Area Code 212-244-0700
<PAGE>
Item 2. Acquisition or Disposition of Assets
On February 27, 1995, Andover Togs, Inc., a Delaware corporation (the
"Company"), acquired the inventory, customer orders, trademarks and other
intellectual property and certain machinery and equipment of Dobie Industries,
Inc., a New York corporation ("Dobie"). The purchase price for the assets
acquired is (i) a cash payment of $3,800,000 (subject to adjustment based upon a
physical inventory); (ii) 100,000 shares of the Company's common stock, $.10 par
value per share (the "Common Stock"); (iii) a warrant to purchase 50,000 shares
of Common Stock (the "Warrant"), (iv) assumption of Dobie's lease obligation
with respect to its So. Boston, Virginia facility, (v) assumption of Dobie's
customer orders and (vi) contingent payments equal to 33 1/3% of the Company's
pre-tax earnings (as defined) for the next five fiscal years up to a maximum of
$4,000,000 and subject to yearly maximums. Dobie may require the Company to
repurchase the 100,000 shares of Common Stock issued at the closing at a
purchase price of $5.00 per share upon the expiration of five years from the
closing. The Company and Dobie entered into a registration rights agreement with
respect to the Common Stock issued at the closing and the Common Stock to be
issued upon the exercise of the Warrant which provides, at the Company's
expense, for one demand registration on Form S-3 and piggyback registration
rights in any registered public offering by the Company of its Common Stock in
which other stockholders participate.
Dobie was engaged in the business of manufacturing childrens and ladies
apparel. Dobie filed a petition under Chapter 11 of the Federal Bankruptcy Code
on February 15, 1995. The sale of the specified assets to the Company was
approved by the Bankruptcy Court on February 22, 1995. The Company will continue
to use the assets acquired in the Company's business.
At the closing, the Company issued and delivered 100,000 shares of
Common Stock and the Warrant and paid an aggregate of $3,800,000 as follows:
$3,150,000 was paid to a secured creditor of Dobie on Dobie's account;
$444,965.26 was deposited in escrow with Dobie's counsel to be held to satisfy
specific indemnification items of Dobie and $205,034.74 was deposited in escrow
with the Company's counsel pending final determination of the value of the
inventory acquired. Following the closing, the Company and Dobie will agree upon
the value of the inventory based upon a physical count and adjust the cash
portion of the purchase price. The contingent payments will be paid over the
next five years following the end of each fiscal year in an amount equal to 33
1/3% of the Company's pre-tax earnings (as defined) up to a maximum of
$1,000,000 in each of the first two years, up to a maximum of $2,000,000 in each
of the last three years and up to a maximum of $4,000,000 in the aggregate.
The cash portion of the purchase price is being paid from the Company's
own funds and from borrowings under the Company's existing revolving credit
facilities with Chemical Bank and National Westminster Bank U.S.A.
1
<PAGE>
Item 7. Financial Statements, Pro forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired. It is impracticable to
provide the required financial statements at the time this report is filed. The
Company will file such statements as soon as practicable, but in no event more
than sixty days from the date this report is required to be filed.
(b) Pro Forma Financial Information. It is impracticable to provide the
required pro forma financial information at the time this report is filed. The
Company will file such information as soon as practicable, but in no event more
than sixty days from the date this report is required to be filed.
(c) EXHIBITS
2(a) Asset Purchase Agreement dated February 14, 1995 among Dobie
Industries, Inc., Dobie Apparel Group, Inc. and Andover Togs,
Inc., incorporated by reference to Exhibit 10(y) to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1994 (the "1994 10-K").
4(a) Common Stock Purchase Warrant, dated February 27, 1995,
issued to Dobie Industries, Inc. in respect of 50,000 shares
of Common Stock, incorporated by reference to Exhibit 4(d) to
the 1994 10-K.
4(b) Registration Rights Agreement, dated February 27, 1995,
between Andover Togs, Inc. and Dobie Industries, Inc.,
incorporated by reference to Exhibit 4(c) to the 1994 10-K.
2
<PAGE>
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.
ANDOVER TOGS, INC.
(Registrant)
March 13, 1995 By: Alan Kanis
----------------------------------------
Alan Kanis, Treasurer and Chief Financial
Officer
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C> <C>
2(a) Asset Purchase Agreement dated February 14, 1995 among Dobie
Industries, Inc., Dobie Apparel Group, Inc. and Andover Togs,
Inc., incorporated by reference to Exhibit 10(y) to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1994 (the "1994 10-K").
4(a) Common Stock Purchase Warrant, dated February 27, 1995, issued
to Dobie Industries, Inc. in respect of 50,000 shares of
Common Stock, incorporated by reference to Exhibit 4(d) to the
1994 10-K.
4(b) Registration Rights Agreement, dated February 27, 1995,
between Andover Togs, Inc. and Dobie Industries, Inc.,
incorporated by reference to Exhibit 4(c) to the 1994 10-K.
</TABLE>
4
