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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
Date of report (Date of earliest event reported) September 15, 1997
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Bikers Dream, Inc.
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(Exact Name of Registrant as Specified in its Charter)
California 0-15501 33-0140149
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1420 Village Way, Santa Ana, California 92705
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 835-8464
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
1. As of September 15, 1997, certain holders of an aggregate of
$1,330,000 principal amount of 2% notes, an aggregate of $2,710,000 principal
amount of 9.75% notes and an aggregate of $2,210,000 principal amount of 12%
notes (the "Notes") of Bikers Dream, Inc. (the "Company") converted such Notes,
including accrued interest, into 6,391,040 shares of the Company's Series B
convertible preferred stock. Holders of shares of Series B preferred stock are
entitled to vote the number of shares of common stock issuable upon conversion
of the series B preferred stock at the time the shares are voted, and shall be
entitled to vote with the common stock except where otherwise required. The
Company has authorized the issuance of up to 8,000,000 shares of such Series B
preferred stock, no par value per share. Shares of Series B preferred stock may
be redeemed by the corporation at the option of the Company's board of directors
at a redemption price of $1.125 per share, plus all accumulated and unpaid
dividends, commencing one year after the date of issuance. Dividends accrue on
each share of Series B preferred stock at the annual rate of $0.975 per share,
commencing fifteen months after the date of issueance.
The shares of Series B preferred stock are convertible at the
option of the holder at any time after the first anniversary of issuance and
will be automatically converted by the company in the event that the closing
price of the common stock has equaled or exceeded $3.00 for any period of ten
consecutive trading days following January 1, 1998. The number of shares of
common stock to be issued on conversion of a share of Series B preferred stock
shall be determined by dividing $1.00 by the conversion price in effect at the
time of conversion. The conversion price initially shall be $1.00, subject to
adjustment in the event that the corporation issue, sell, or distribute any
shares of Series B preferred stock for a consideration per share less than (a)
$1.00 or (b) the last reported sale price per share of the common stock in
effect immediately prior to the time of such issue or sale, or for no
consideration, then, forthwith upon such issue or sale, the conversion price
shall be reduced to the lower of the prices calculated by:
(i) dividing (1) an amount equal to the sum of (a)
the number of shares of Series B preferred stock outstanding immediately prior
to such issue or sale multiplied by the then existing conversion price, plus (b)
the aggregate consideration, if any, received by the corporation upon such issue
or sale, by (z) the total number of shares outstanding immediately after such
issue or sale; or
(ii) multiplying the then existing conversion price
by a fraction, the numerator of which is the sum of (1) the number of shares of
Series B preferred stock outstanding immediately prior to such issue or sale
multiplied by the closing price immediately prior to such issue or sale plus (y)
the cash consideration received by the corporation upon such issue or sale, and
the denominator of which is the total number of shares outstanding immediately
after such issue or sale times the Closing Price immediately prior to such issue
or sale.
The Series B preferred stock carries a preference in liquidation of
$1.00 per share over the common stock.
A balance sheet as of August 31, 1997 reflecting the conversion of
the Notes to Series B preferred stock, as described above, is attached as
Exhibit 99.1 hereto.
2. On September 10, 1997 the Company announced the appointment of Herm
Rosenman as president and chief executive officer. Rosenman was also appointed
to the Company's board of directors. Rosenman replaces Donald Duffy as CEO, but
Duffy will remain chairman of the board. A press release announcing his
appointment is attached as Exhibit 99.2 hereto.
ITEM 6. EXHIBITS.
99.1 Press Release dated September 10, 1997.
99.2 Balance Sheet dated as at August 31, 1997.
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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 thereunto duly authorized.
Dated: September 26, 1997 BIKERS DREAM, INC.
By: /s/ Anne Todd
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Anne Todd, Secretary, Controller,
Chief Financial Officer and Principal
Accounting Officer Bikers Dream, Inc.
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EXHIBIT 99.1
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SANTA ANA, California -- September 10, 1997 - Bikers Dream Inc. (OTC/BB:BIKR)
announced the appointment of Herm Rosenman as president and chief executive
officer.
Rosenman was also appointed to the board of directors. Rosenman replaced Donald
Duffy as CEO. Duffy will remain chairman of the board.
Rosenman, a long-time motorcycle enthusiast comes to Bikers Dream with a diverse
business background, having served in a variety of executive capacities in
companies ranging in size from billion dollar public companies to successful
start-ups.
Prior to coming to Bikers Dream, Rosenman was CEO of Radnet, a Nasdaq-listed
health-care provider. His distinguished background also includes the following:
CEO of Ireland Coffee, an upscale retail chain he founded and later sold;
executive vice president, chief financial officer of Rexene, an NYSE-listed
manufacturer of plastics and petrochemicals; and a partner at Coopers and
Lybrand, where he served in many capacities, including specializing in the
manufacturing, telecommunications and chemical industries.
Duffy stated: "After an extensive search, we are glad to have an executive like
Herm Rosenman on the Bikers Dream team. The company looks forward to his future
contributions to our growth."
Bikers Dream is one of the country's largest purveyors of cruiser motorcycles.
Company-owned superstores, located in Santa Ana; San Diego; and Sacramento,
Calif.; and Dallas, offer a wide variety of new Ultra Cycles, pre-owned
Harley-Davidson motorcycles, as well as thousands of parts and accessories.
The company's Ultra Kustom Cycle division is a domestic manufacturer of
high-quality V "twin" engine motorcycles.
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EXHIBIT 99.2
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BIKERS DREAM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AUGUST 31, 1997
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 449,230
Accounts receivable, net 346,974
Inventories 5,316,247
Note receivable - related party --
Prepaid expenses and other current assets 130,151
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Total current assets 6,242,602
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Property, equipment and capitalized leases, net 1,095,518
Goodwill 3,570,038
Deposits and other assets 45,093
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Total Assets $10,953,251
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,063,839
Other accrued expenses 1,505,493
Current portion, long-term debt 95,171
Notes payable to shareholders 36,000
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Total current liabilities 2,700,503
Deferred rent 67,034
Notes payable, less current portion 250,483
Long-term debt, less current portion 311,756
Notes payable to shareholders 16,000
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Total liabilities 3,345,776
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SHAREHOLDERS' EQUITY
Preferred stock 7,493,540
Common stock 9,106,167
Accumulated deficit (8,992,232)
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Total shareholders equity 7,607,475
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Total liabilities and shareholders' equity $10,953,251
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