<PAGE>
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 (DATE OF EARLIEST EVENT REPORTED): JUNE 24, 1998
MORROW SNOWBOARDS, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-27002 93-1011046
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
2600 PRINGLE ROAD, S.E.
SALEM, OR 97302
(Address of principal executive offices)
(503) 375-9300
Registrant's telephone number, including area code
<PAGE>
ITEM 5. OTHER EVENTS.
On June 24, 1998, the Board of Directors of Morrow Snowboards, Inc. (the
"Company") approved and ratified an engagement letter between the Company and
Veber Partners, an investment banking company ("Veber"). The following is a
brief summary of the terms of Veber's engagement.
Pursuant to the engagement letter, Veber will act as the Company's
exclusive financial advisor and will assist the Company in developing potential
debt or equity investors in and raising up to $5 million for the Company. The
engagement will terminate on November 4, 1998, unless discussions with a
potential investor developed by Veber are ongoing on that date, in which case
the engagement will continue as to that potential investor while such
discussions continue. The engagement applies to all prospective investors
identified by Veber and any investment in the Company by any such investor
within 18 months from the termination date of the engagement.
The Company has paid or will pay Veber certain initial and ongoing
retainers as long as active discussions are ongoing with potential investors
identified by Veber. If an investor identified by Veber provides funds to the
Company, the Company will pay Veber certain cash placement fees, with the exact
percentage depending on the amount invested, as well as warrants. The Company
will also reimburse Veber for its out-of-pocket expenses. A break-up fee is
payable in certain circumstances. The Company believes such fees and warrants
are consistent with those charged by other firms for similar transactions.
The Company has also agreed to indemnify Veber against certain losses or
expenses incurred by Veber in connection with transactions contemplated by the
engagement letter or any misstatements or omissions by the Company in its
disclosure to prospective investors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Salem, State of Oregon, on July 9, 1998.
MORROW SNOWBOARDS, INC.
By: /s/ P. Blair Mullin
--------------------
P. Blair Mullin
President and Chief Financial Officer
(Principal Executive Officer)
2
