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): March 14, 1997
BRAZOS SPORTSWEAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-18054 91-1770931
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
3860 VIRGINIA AVENUE
CINCINNATI, OHIO 45227
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(513) 272-3600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SUN SPORTSWEAR, INC.
6520 SOUTH 190TH STREET
KENT, WASHINGTON 98032
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On March 14, 1997, (i) the shareholders of Sun Sportswear, Inc., a
Washington corporation ("Sun"), and the stockholders of BSI Holdings, Inc., a
Delaware corporation ("BSI"), approved a Plan and Agreement of Merger dated
November 13, 1996, as amended (the "Merger Agreement"), pursuant to which BSI
was merged with and into Sun (the "Merger"), and Sun was renamed "Brazos
Sportswear, Inc." (the "Combined Company") and (ii) the shareholders of Sun
approved the reincorporation merger of Sun with and into a wholly-owned Delaware
subsidiary of Sun, Brazos Sportswear, Inc. (the "Reincorporation"), to occur
immediately following the Merger, and, in connection therewith, the
implementation of a one-for-five reverse stock split.
Pursuant to the Merger, which became effective as of March 14, 1997:
(i) the holders of Sun common stock (other than Bank of America, doing business
as Seafirst Bank ("Seafirst")) either (a) received cash in the amount of $2.20
per share for 50 % of their shares and retained 50 % of their Sun shares or (b)
had the Sun shares converted into shares of the Combined Company; (ii) Seafirst
received $3,477,548 in cash, a promissory note in the aggregate amount of
$1,500,000 and converted 59.5 % of its Sun shares into shares of common stock of
the Combined Company; (iii) each share of BSI common stock was converted into
Combined Company common stock based on the conversion ratio of 37.912252-to-one;
and (iv) each share of BSI preferred stock was converted into one share of Sun
preferred stock.
In connection with the Reincorporation, a one-for-five reverse stock
split was effected. The holders of common stock of the Combined Company received
one share of the Brazos Sportswear, Inc. common stock for five shares of Sun
common stock held immediately prior to the Reincorporation. Holders of preferred
stock of the Combined Company received one share of an equivalent series of
Brazos Sportswear, Inc. preferred stock for each share of Combined Company
preferred stock.
The common stock of Sun has been registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a
result of the Reincorporation, pursuant to Rule 12g-3(a) under the Exchange Act,
the common stock of Brazos Sportswear, Inc. is deemed to be registered pursuant
to Section 12 of the Exchange Act. As a successor registrant, Brazos Sportswear,
Inc. assumes the reporting obligations of Sun under Section 13 of the Exchange
Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b)PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c)EXHIBITS. Not Applicable.
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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 this 14th day of March, 1997.
BRAZOS SPORTSWEAR, INC.
By:/S/F. CLAYTON CHAMBERS
F. Clayton Chambers,
Vice President and Chief
Financial Officer
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