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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
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Date of Report (Date of Earliest Event Reported): JULY 27, 2000
QUIKSILVER, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-15131 33-0199426
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
15202 GRAHAM STREET, HUNTINGTON BEACH, CA 92649
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (714) 889-2200
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 27, 2000, the Registrant's wholly-owned Australian subsidiary,
Quiksilver Australia Pty Ltd ("QAPL"), purchased all of the outstanding shares
of Quiksilver International Pty Ltd, an Australian company ("Quiksilver
International"), from its fifteen shareholders. Quiksilver International owns
the worldwide trademark rights to the "Quiksilver" brand name, except in the
United States, Mexico and Puerto Rico where the trademark rights are owned by
the Registrant. Quiksilver International has granted a total of 17 trademark
license agreements, including, among others, agreements for the Registrant's
current export business in Canada, Central and South American and for
Registrant's European subsidiary, Na Pali.
Under the terms of the purchase agreements, QAPL paid approximately
$23,100,000 million to the shareholders of Quiksilver International at the
closing date. In addition, QAPL has an obligation to make two additional
payments to certain of the shareholders, one at the end of Quiksilver
International's fiscal year ending June 30, 2002 ("First Additional Payment")
and the second at the end of Quiksilver International's fiscal year ending June
30, 2005 ("Second Additional Payment"). The amount of the First Additional
Payment is based on the net income for the first two years after the closing,
and the amount of the Second Additional Payment is based on the net income for
the third, fourth and fifth years after the closing. The minimum amount of the
First Additional Payment and the Second Additional Payment is $11,870,000
million and $11,235,000 million, respectively. The foregoing discussion is
qualified in its entirety by reference to the purchase agreements attached
hereto as Exhibits 10.1 and 10.2. The Registrant amended its existing credit
facilities, syndicated through Union Bank, to, among other things, increase the
aggregate size of the facilities by $10,000,000 in order to fund the
acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description of Exhibit
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10.1 Share Purchase Agreement, dated July 27, 2000, by and among
Quiksilver, Inc., Quiksilver Australia Pty Ltd, Quiksilver
International Pty Ltd and Shareholders of Quiksilver
International Pty Ltd.
10.2 Minority Shareholder Purchase Agreement, dated July 27,
2000, by and among Quiksilver, Inc., Quiksilver Australia
Pty Ltd and Shareholders of Quiksilver International Pty
Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 8, 2000 QUIKSILVER, INC.
By: /s/ ROBERT B. MCKNIGHT, JR.
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Robert B. McKnight, Jr.,
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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10.1 Share Purchase Agreement, dated July 27, 2000, by and among
Quiksilver, Inc., Quiksilver Australia Pty Ltd, Quiksilver
International Pty Ltd and Shareholders of Quiksilver
International Pty Ltd.
10.2 Minority Shareholder Purchase Agreement, dated July 27,
2000, by and among Quiksilver, Inc., Quiksilver Australia
Pty Ltd and Shareholders of Quiksilver International Pty
Ltd.
