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) August 2, 2000
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Allou Health & Beauty Care, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10340 11-2953972
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
50 Emjay Boulevard, Brentwood New York 11717
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (631) 273-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On July 27, 2000, Allou Health & Beauty Care, Inc. (the
"Company") announced that it issued to an institutional investor $11,470,588
principal amount of 12% Senior Subordinated Notes due 2005 and warrants
exercisable to purchase 1,300,000 shares of the Company's Class A Common Stock
at an exercise price of $4.50 per share. The warrants are subject to a put
option under which the investor has the right to put the warrants to the Company
after the fifth anniversary of their issuance at a price of $8.00 per warrant.
Subject to the Company obtaining stockholder approval at its
annual meeting to be held on or about September 14, 2000, it will issue to the
investor an additional $3,529,412 principal amount of notes (or up to $6,029,412
at the investor's option, for an aggregate of $17,500,000 in notes) and
additional warrants exercisable to purchase 400,000 shares of Class A Common
Stock (or warrants exercisable to purchase up to an additional 683,333 shares of
Class A Common Stock if the investor purchases $17,500,000 of notes). A limited
number of additional institutional investors may participate in the subsequent
offering by purchasing up to $10,000,000 principal amount of notes (or
$7,500,000 if the initial investor purchases $17,500,000), for an aggregate of
$25,000,000 principal amount of notes issued, and warrants exercisable to
purchase up to 1,133,333 shares of Class A Common Stock (or warrants exercisable
to purchase up to an additional 850,000 shares of Class A Common Stock if the
initial investor purchases $17,500,000 of notes), for an aggregate of warrants
exercisable to purchase 2,833,333 shares of Class A Common Stock. Additional
warrants will be issued to the investor in the event that certain
misrepresentations regarding the Company's capitalization are made in the
agreement entered into between the Company and the investor. The investor is
also provided with certain other rights including board observer rights, co-sale
rights, pre-emptive rights and registration rights
The securities offered and sold by the Company (and to be
offered and sold in the subsequent offering ) have not been (and will not be)
registered under the Securities Act of 1933, as amended, any may not be offered
or sold in the United States absent registration or an applicable exemption from
registration.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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4.1 12% Senior Subordinated Note by and between
Allou Health & Beauty Care, Inc., its
subsidiaries and RFE Investment Partners VI,
L.P., dated July 25, 2000.
4.2 Form of Warrant by and between Allou Health
& Beauty Care, Inc. and RFE Investment
Partners VI, L.P., dated July 25, 2000.
4.3 Co-Sale, Voting and Preemptive Rights
Agreement by and between Allou Health &
Beauty Care, Inc. and RFE Investment
Partners VI, L.P., dated July 25, 2000.
4.4 Registration Rights Agreement by and between
Allou Health & Beauty Care, Inc. and RFE
Investment Partners VI, L.P., dated July 25,
2000.
99.1 12% Senior Subordinated Note and Warrant
Purchase Agreement by and between Allou
Health & Beauty Care, Inc., its
subsidiaries and RFE Investment Partners VI,
L.P., dated July 25, 2000.
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<PAGE>
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 hereunto duly authorized.
ALLOU HEALTH & BEAUTY CARE, INC.
Date: August 2, 2000 /s/ David Shamilzadeh
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Name: David Shamilzadeh
Title: President and
Chief Financial Officer
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<PAGE>
Index to Exhibits
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Exhibit Number Description
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4.1 12% Senior Subordinated Note by and between Allou Health &
Beauty Care, Inc., its subsidiaries and RFE Investment
Partners VI, L.P., dated July 25, 2000.
4.2 Form of Warrant by and between Allou Health & Beauty Care,
Inc. and RFE Investment Partners VI, L.P., dated July 25,
2000.
4.3 Co-Sale, Voting and Preemptive Rights Agreement by and between
Allou Health & Beauty Care, Inc. and RFE Investment Partners
VI, L.P., dated July 25, 2000.
4.4 Registration Rights Agreement by and between Allou Health &
Beauty Care, Inc. and RFE Investment Partners VI, L.P., dated
July 25, 2000.
99.1 12% Senior Subordinated Note and Warrant Purchase Agreement by
and between Allou Health & Beauty Care, Inc., its
subsidiaries and RFE Investment Partners VI, L.P., dated July
25, 2000.
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