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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:
MAY 8, 1997
(Date of Earliest Event Reported)
CYRK, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-21878 04-3081657
(Commission File Number) (I.R.S. Employer Identification No.)
3 POND ROAD, GLOUCESTER, MA 01930
(Address of Principal Executive Offices)
(Zip Code)
(508) 283-5800
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On May 7, 1997, the registrant entered into an Agreement and Plan of Merger
with Simon Marketing, Inc. ("Simon") pursuant to which Simon will be merged into
a newly formed, wholly-owned subsidiary of the registrant. Simon is a
privately-held, Los Angeles based global promotion agency which was founded in
1976 and whose clients include McDonald's, Blockbuster Entertainment and
Chevron. Simon has approximately 450 employees in 10 offices in the United
States, Canada, Europe and Asia.
The purchase price to be paid by the registrant consists of $45 million to
be paid to Simon's stockholders at closing and approximately $13 million to be
paid to other equity holders and key employees of Simon, of which approximately
$4 million will be paid at closing and $9 million will be paid over four years
following the closing. An additional $5 million of purchase price is payable to
the Simon stockholders within two years following the closing if Simon achieves
certain earnings goals. The purchase price is payable approximately one-half in
cash and one-half in shares of the registrant's common stock. The transaction is
expected to be accretive to the registrant's 1997 earnings and, combined with
registrant's recent acquisitions, would provide a 1996 pro forma revenue base of
approximately $700 million. Closing of the transaction is subject to certain
customary conditions and is expected to be completed in approximately 30 days.
Information contained in this report, other than historical information,
should be considered forward looking and reference is made to the registrant's
"Cautionary Statement/Factors Affecting Future Results" filed with the
Securities and Exchange Commission.
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SIGNATURE
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.
CYRK, INC.
Date: May 8, 1997 By: /s/ Dominic F. Mammola
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Dominic F. Mammola
Chief Financial Officer
