<PAGE> 1
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): December 30, 1997
SPECIALTY RETAIL SERVICES, INC.
Delaware 0-17941 22-2686442
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) ID No.)
150 East 58th Street, New York, New York 10155
(Address of principal executive offices)
(212) 935-5030
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5 - OTHER EVENTS.
On December 30, 1997, the Company sold the capital stock of all of its
subsidiaries, including Gobi-Primak, Inc., to Mr. Vincent Vodola for a purchase
price of one dollar ($1.00). None of these corporations contained any assets,
although they did contain certain liabilities which the corporations sold have
been unable to pay.
Also on December 30, 1997, the Company effected a one-for-ten reverse
split of its common stock, par value $.01 per share (the "Common Stock"). Each
stockholder of the Company is entitled to receive one share of Common Stock
(rounded up to the nearest whole number of shares), for each ten shares of
Common Stock owned by such stockholder as of the close of business on December
30, 1997.
On December 31, 1997, the Board of Directors approved the conversion of
certain indebtedness owed by the Company into shares of its Common Stock. All
shares were issued on a post-split basis. As a result of such conversions, Mr.
Bentley J. Blum, a director and principal shareholder of the Company, received
(i) 156,412 shares in exchange for debts owed to Mr. Blum, (ii) 455,000 shares
in exchange for the conversion of 4,550 shares of the Company's cumulative
preferred stock owned by Mr. Blum, and (iii) 267,985 shares in exchange for
accrued dividends owed to Mr. Blum on the cumulative preferred stock. In
addition, the Blum Asset Trust received 1,758,548 shares of Common Stock in
exchange for debts owed by the Company to such entity, and Mr. Murray Steinfink,
the Company's Chairman of the Board, President and Chief Executive Officer,
received 80,544 shares of Common Stock in exchange for debts owned by the
Company to him.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
None.
(b) PRO FORMA FINANCIAL STATEMENTS
None.
(c) EXHIBITS
None.
2
<PAGE> 3
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 hereto duly authorized.
SPECIALTY RETAIL SERVICES, INC.
(Registrant)
Dated: January 23, 1998 By: /s/ Murray Steinfink
---------------------------------
Murray Steinfink
President and Chief Executive
Officer
3
