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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): OCTOBER 19, 2000
TBM HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
FLORIDA 0-18707 59-2824411
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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136 MAIN STREET
WESTPORT, CONNECTICUT 06880
(Address of Principal Executive Office)
203-227-6140
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 19, 2000, an Asset Purchase Agreement (the "Asset Purchase
Agreement") was executed by 1445833 Ontario Inc. (the "Purchaser"), an Ontario
corporation and wholly owned subsidiary of TBM Holdings Inc. (the "Company"), as
purchaser, and Blue Giant Limited ("Vendor"), a Canadian corporation and wholly
owned subsidiary of CLARK Material Handling Company ("Clark"), as vendor. Based
in Ontario, Canada, Vendor is a manufacturer of loading dock equipment,
including dock levelers, elevating docks, edge of dock levelers, truck
restraints, hydraulic lift tables and related parts and accessories, and wheeled
products, including powered stackers, and powered and manual pallet trucks.
Under the terms of the Asset Purchase Agreement, the Purchaser has
agreed to purchase substantially all of the property and assets used in
connection with the Vendor's business and to assume specified liabilities,
including trade payables and liabilities and obligations arising under assumed
contracts and with respect to the purchased assets and the Vendor's business on
or after the closing date. A condition of the closing of the Asset Purchase
Agreement requires that Blue Giant Corporation, a subsidiary of Clark ("BGC"),
deliver to Purchaser a transfer agreement (the "Transfer Agreement") pursuant to
which certain intellectual property of BGC will be transferred to the Company.
The aggregate purchase price payable in respect of the acquisition
described above is U.S. $11,000,000, payable in cash at closing, consisting of
(i) $9,500,000 in respect of Vendor's assets, and (ii) $1,500,000 payable to BGC
for certain intellectual property. The purchase price is subject to closing
adjustments as set forth in the Asset Purchase Agreement. The Company intends to
fund the acquisition through a combination of debt and additional equity
investment by certain existing shareholders.
The closing of the acquisition is subject to a number of conditions,
including (i) execution and delivery of the Transfer Agreement, (ii) execution
and delivery by Clark and the Purchaser of certain supply agreements ("Supply
Agreements"), (iii) the Purchaser's receipt, by November 2, 2000, of a financing
commitment from a financial institution sufficient to pay the purchase price in
respect of the Vendor's assets, (iv) the Vendor's outstanding indebtedness for
borrowed money not exceeding $3,000,000 as of the closing, (v) satisfactory
completion of Purchaser's due diligence by October 31, 2000, (vi) environmental
liabilities on purchased real property not exceeding $50,000, (vii) approval of
the transaction by the board of directors of the Purchaser and Clark, (viii) the
approval of the United States Bankruptcy Court for the District of Delaware,
which is currently adjudicating Clark's Chapter 11 bankruptcy proceedings, of
Clark's indemnification obligations under the Asset Purchase Agreement and of
the Transfer Agreement and the Supply Agreements, and (ix) other customary
conditions. There can be no assurance that the acquisition will be consummated.
This Current Report on Form 8-K is qualified in its entirety by the
Asset Purchase Agreement, which is attached hereto as Exhibit 2 and is
incorporated herein by reference.
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Statements contained in this Current Report on Form 8-K that are not
purely historical are forward-looking statements and are being provided in
reliance upon the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may be identified, without
limitation, by use of the words "expects," "anticipates," "believes,"
"estimates," "intends" and similar expressions. All forward-looking statements
are made as of the date hereof and are based on current management expectations
and information available to the Company as of such date. The Company assumes no
obligation to update any forward-looking statement. It is important to note that
actual results could differ materially from historical results or those
contemplated in the forward-looking statements. Forward-looking statements
involve a number of risks and uncertainties and may include trend information.
Readers are cautioned not to place undue reliance on any such forward-looking
statements. For more information about the Company and risks arising when
investing in the Company, investors are directed to the Company's most recent
report on Form 10-KSB and most recent reports on Form 10-QSB as filed with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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2 Asset Purchase Agreement, dated October 19, 2000,
between 1445833 Ontario Inc. and Blue Giant Limited.
(Pursuant to Item 601(b)(2) of Regulation S-B,
schedules and exhibits to the Asset Purchase
Agreement have been omitted. Such schedules and
exhibits shall be provided supplementally to the
Securities and Exchange Commission upon request.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TBM HOLDINGS INC.
Dated: October 26, 2000 By: /s/ William A. Schwartz
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William A. Schwartz
President
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