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
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Date of Report (Date of earliest event reported) MAY 31, 1996
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CAPITAL BRANDS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-20594 65-0506539
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1225 BROKEN SOUND PARKWAY N.W., SUITE A, BOCA RATON, FLORIDA 33487
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (407) 994-8585
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(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 31, 1996 Capital Brands, Inc. ("Capital" or the "Company")
consummated a Stock Purchase Agreement with the stockholders of Delta Pharmacy
Services Inc. ("Delta"), a Delaware corporation (the "Stock Purchase
Agreement"). Under the Stock Purchase Agreement, Capital acquired all the
issued and outstanding shares of Delta in exchange for 633,750 shares of
Capital's Common Stock.
The Stock Purchase Agreement contains customary representations and
warranties of the parties. The former shareholders of Delta agreed to indemnify
Delta and Capital against its losses and expenses incurred after the closing
date due to a breach of the shareholders representations, warranties and
covenants in the Stock Purchase Agreement. In connection with the Stock Purchase
Agreement, each shareholder of Delta also executed non-competition and
non-disclosure agreements.
In addition, in connection with the Stock Purchase Agreement,
Compscript, Inc., the Company's majority owned subsidiary, executed consultant
pharmacy services agreements and pharmaceutical services for a total of 20
facilities. Compscript shall begin servicing eight of such facilities and the
remainder of which Compscript shall begin servicing as determined between
Compscript and Delta Health Group, an affiliated company of Delta.
The foregoing summary of the Stock Purchase Agreement is qualified in
its entirety by reference to the Stock Purchase Agreement. The Company will
file by amendment, as an exhibit to this Form 8-K Report, a copy of such
agreement
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On June 12, 1996, Coopers & Lybrand was replaced as the
Company's auditors.
(b) During the two most recent fiscal years and interim period
subsequent to December 31, 1995, there have been no disagreements with Coopers &
Lybrand on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure or any reportable events.
(c) The report of Coopers & Lybrand for the fiscal years ended December
31, 1995 and December 31, 1994 did not contain an adverse opinion, disclaimer of
opinion, qualification, or modification as to uncertainty, audit scope or
accounting principles.
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(d) The Company has requested Coopers & Lybrand to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements made by the Company in response to Item 4 and,
if not, stating the respects in which it does not agree. The Company delivered a
copy of this Form 8-K report to Coopers & Lybrand on June 14, 1996. The Company
will file by amendment, as an exhibit to this Form 8-K Report, a copy of such
letter when it is received.
(e) On June 12, 1996, the Board of Directors of the Company
appointed Ernst & Young, L.L.P. as independent auditors of the Company for the
fiscal year ended December 31, 1996.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Delta are not available at the time of
the filing of this Form 8-K Report. Such required financial
statements will be filed no later than 60 days after this
Report on Form 8-K is filed.
(b) Pro Forma financial information of Delta is not available at
the time of the filing of this Form 8-K Report. The required
pro forma financial statements will be filed not later than
60 days after this Report on Form 8-K is filed.
(c) Stock Purchase Agreement dated as of May 31, 1996, by and
among Capital Brands and the stockholders of Delta Pharmacy
Services, Inc.
(d) Letter of Coopers & Lybrand pursuant to Item 304(a)3 of
Regulation S-K.
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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 hereunto duly authorized.
CAPITAL BRANDS, INC.
By:/s/ BRIAN A. KAHAN
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Brian A. Kahan
Chief Executive Officer
DATED: June 14, 1996
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