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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 7, 2000
COLLEGIATE PACIFIC INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-17293 22-2795073
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(State or other jurisdiction of (Commission File Number) (I.R.S. employer identification no.)
incorporation or organization)
13950 SENLAC DRIVE, SUITE 200, DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
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(972) 243-8100
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 7, 2000, Collegiate Pacific Inc. completed its acquisition
of the assets of Kesmil Manufacturing, Inc. ("Kesmil") by acquiring all 100,000
shares of Kesmil's outstanding capital stock. The assets acquired included all
equipment, inventory, product designs and all other technical information
necessary to design and manufacture Kesmil's line of athletic equipment.
The company accomplished the acquisition pursuant to a Stock Purchase
Agreement dated September 7, 2000, by and between the company and Kesmil's
founder, Michael J. Blumenfeld. Mr. Blumenfeld is the company's Chairman of the
Board and Chief Executive Officer. The company agreed pay the following
aggregate consideration for the Kesmil stock, which represents a multiple of
approximately two times Kesmil's projected annual earnings:
o the company assumed a note payable to Abe Blumenfeld, Mr.
Blumenfeld's father, in the amount of $45,000;
o the company assumed a note payable to Michael J. Blumenfeld in
the amount of $536,000;
o the company assumed Kesmil's accounts payable and accrued
expenses in the amount of $309,099; and
o the company paid Kesmil $125,154, which represented Kesmil's
working capital requirements from July 1, 2000 through the
September 7, 2000 closing date.
The company used cash generated from operations to pay Kesmil for its working
capital requirements and will use cash generated from operations to pay the
balance of the purchase price.
A portion of the assets acquired constitute equipment and other
physical property used in connection with manufacturing athletic equipment.
These assets will continue to be utilized by the company for such purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements of the acquired business will be
filed by the company as an amendment to this Form 8-K as soon
as practicable, but in any event, not later than sixty days
after the date hereof.
(b) Pro Forma Financial Information.
The pro forma financial information relative to the acquired
business will be filed by the company as an amendment to this
form 8-K as soon as practicable, but in any event, not later
than sixty days after the date hereof.
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Listed below are the exhibits filed as a part of this report.
2.1 Stock Purchase Agreement by and between Collegiate Pacific
Inc. and Michael J. Blumenfeld dated September 7, 2000.*
99.1 Press release dated September 7, 2000.*
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Collegiate Pacific Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 21, 2000 COLLEGIATE PACIFIC INC.
By: /s/ William R. Estill
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William R. Estill, Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement by and between Collegiate Pacific
Inc. and Michael J. Blumenfeld dated September 7, 2000.*
99.1 Press release dated September 7, 2000.*
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* Filed herewith.
