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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 (Date of earliest event reported): March 19, 1997
THE EASTWIND GROUP, INC.
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(Exact name of issuer as specified in charter)
Delaware 0-27638 23-2732753
(State or other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
100 Four Falls Corporate Center
Suite 305
West Conshohocken, Pennsylvania 19428
(Address of principal executive offices)
(610) 828-6860
(registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
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On March 19, 1997 The Eastwind Group, Inc. (the "Company") acquired
(the "Acquisition") all of the outstanding common stock (the "Wickersham Stock")
of Wickersham Printing Company, Inc., a Pennsylvania corporation ("Wickersham"),
from John Yurchak, Jr., Stephen J. Cooper, Arthur R. Dean, Jr. and James L.
Porter (collectively, the "Shareholders") pursuant to a Stock Exchange Agreement
dated as of January 3, 1997. In return for the Wickersham Stock, the
Shareholders received from the Company, in accordance with their percentage
ownership of Wickersham Stock prior to the acquisition, an aggregate of 30,000
shares of the common stock of the Company.
The Company also owns 250 shares of Series A Preferred Stock, par value
$1,000 per share, of Wickersham which it purchased from Wickersham on May 13,
1996 for an aggregate purchase price of $250,000.
Wickersham is a commercial printer which, through its two production
facilities, manufactures books using conventional offset printing and "on
demand" printing technology. It is the Company's intention for Wickersham to
continue in its commercial printing business.
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Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
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(a) Financial statements of businesses acquired (provided in accordance
with Item 310(c) of Regulation S-B).
It is impracticable to provide the audited financial statements
required relative to the acquired business described in Item 2 at the
time this Report on Form 8-K is filed. The Registrant will file the
required financial statements as soon as practicable, but in no event
later than June 2, 1997.
(b) Pro forma financial information (provided in accordance with Item
310(d) of Regulation S-B).
It is impracticable to provide the pro forma financial information
required relative to the acquired business described in Item 2 at the
time this Report on Form 8-K is filed. The Registrant will file pro
forma financial information as soon as practicable, but in no event
later than June 2, 1997.
(c) Exhibits
2.1 Stock Exchange Agreement by and among the Company, John Yurchak, Jr.,
Stephen J. Cooper, Arthur R. Dean and James L. Porter, dated as of
January 3, 1997.
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SIGNATURE
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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.
THE EASTWIND GROUP, INC.
Date: March 31, 1997 By: /s/ William B. Miller
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Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Stock Exchange Agreement by and among the Company, John
Yurchak, Jr., Stephen J. Cooper, Arthur R. Dean and James L.
Porter, dated as of January 3, 1997.
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STOCK EXCHANGE AGREEMENT
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THIS AGREEMENT is made this 3rd day of January 1997, by and among The
Eastwind Group, Inc., a Delaware corporation ("Eastwind"); John Yurchak, Jr.
(Yurchak"), an individual residing at 1781 Hidden Lane, Lancaster, PA and the
owner of 1,088,490 Shares of common stock of Wickersham Printing Company, Inc.,
a Pennsylvania corporation ("Wickersham"); Stephen J. Cooper ("Cooper"), an
individual residing at _________ and the owner of 110,000 shares of the common
stock of Wickersham; Arthur R. Dean, Jr. ("Dean"), an individual residing at
_______________ and the owner of 80,683 shares of common stock of Wickersham;
and James L. Porter ("Porter"), an individual residing at _____________________
and the owner of 1,752 shares of common stock of Wickersham (Yurchak, Cooper,
Dean and Porter hereinafter collectively referred to as "Shareholders").
THE PARTIES HERETO AGREE AS FOLLOWS:
(1) Each of the Shareholders wish to sell and exchange all of their shares
of the common stock of Wickersham (collectively, the "Wickersham Shares") to
Eastwind in exchange for a total of 30,000 shares of Eastwind common stock, par
value $.10 per share in the aggregate (the "Eastwind Shares").
(2) The exchange of the Eastwind Shares for the Wickersham Shares shall
occur at a Closing held at Eastwind as soon as reasonably practicable following
the date of execution and delivery of this Agreement by the parties, but in no
event later than January 31, 1997. It shall be a condition to Closing for the
benefit of Eastwind that Yurchak shall have delivered all of his Wickersham
Shares for delivery in exchange for his proportionate number of Eastwind Shares
on or before such date, but the delivery and exchange of the remaining
Wickersham Shares by the other Shareholders shall not be an absolute condition
to the effectiveness of this Agreement, and Eastwind shall have the option to
proceed with the exchange of shares with Yurchak even if one or more of the
other Shareholders fail to deliver their certificates of Wickersham Shares in
exchange for their proportionate number of Eastwind Shares on or before such
date.
(3) The Eastwind Shares shall be delivered to the Shareholders upon receipt
of their Wickersham Shares offered in exchange therefor prior to January 31,
1997, in the following amounts:
John Yurchak, Jr. 25,493 Eastwind Shares
Stephen J. Cooper 2,576 Eastwind Shares
Arthur R. Dean, Jr. 1,890 Eastwind Shares
James L. Porter 41 Eastwind Shares
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No fractional shares of Eastwind shall be issued in exchange for the Wickersham
Shares, and the allocation of the Eastwind Shares has been apportioned in an
equitable manner, rounding up or down to the nearest whole share.
(4) The Shareholders represent and warrant to Eastwind that each of them
owns both legal and beneficial title and all rights of ownership to the number
of Wickersham Shares set forth above in his own name, free and clear of all
liens, restrictions, encumbrances, adverse rights or other obligations impairing
the ability of the Shareholders to transfer the Wickersham Shares free and clear
to Eastwind in exchange for the Eastwind Shares.
(5) Eastwind represents and warrants to the Shareholders that the Eastwind
Shares, when delivered in accordance with the terms hereof and for the
consideration expressed herein, will be duly and validly issued, fully paid and
non-assessable and will be issued in compliance with all applicable federal and
state securities laws. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state, local or provincial governmental authority on the part of
Eastwind is required in connection with the consummation of the transactions
contemplated by this Agreement other than the filing by Eastwind of a Form 203-D
with respect thereto with the Pennsylvania Securities Commission.
(6) Eastwind has provided the Shareholders with all information which they
have reasonably requested in order for them to determine whether or not to
accept the Eastwind Shares in exchange for the Wickersham Shares pursuant to the
terms hereof and all other information which Eastwind believes is reasonably
necessary to enable them to make such determination. Neither this agreement nor
any other information, statement or certificates provided, made or delivered in
connection herewith or in connection with the Shareholders' due diligence
investigation regarding Eastwind contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements herein
not misleading.
(7) The Shareholders understand that the Eastwind Shares are characterized
as "restricted securities" under the federal securities laws in as much as they
are being acquired from Eastwind in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may
be resold without registration under the federal securities laws only in certain
limited circumstances. It is further understood that the certificates
evidencing the Eastwind Shares will bear the following legend, in addition to
any additional legend that may be required by any applicable state securities
laws:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. EXCEPT
AS OTHERWISE SET FORTH IN A STOCK EXCHANGE AGREEMENT DATED JANUARY 3RD,
1997, THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF
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REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS OR AN EXEMPTION THEREFROM."
Without in any way limiting the provisions set forth above, when Eastwind
exchanges the Eastwind Shares with the Shareholders for the Wickersham Shares it
shall obtain reasonable assurances from them that they will hold such Eastwind
Shares for investment for their own account and not with a view to the resale or
distribution of any part thereof except and until:
(a) There is then in effect a Registration Statement under the
Securities Act of 1933, as amended ("Securities Act"), covering such proposed
resale or distribution and such resale or distribution is made in accordance
with such Registration Statement; or
(b) The Shareholders, or any of them, shall have delivered to Eastwind
an opinion of counsel, such counsel and opinion each being reasonably
satisfactory to Eastwind, that such resale or distribution will not require
registration of such Eastwind Shares under the Securities Act; provided
however, that the parties agree that transfers to family members of the
Shareholders may be made without delivery of such an opinion if pursuant to the
laws of descent and distribution or for other family estate planning purposes;
or
(c) Such Eastwind Shares are to be sold or otherwise transferred
pursuant to Rule 144 under the Securities Act of 1933.
(8) Pursuant to the laws and regulations of the Commonwealth of
Pennsylvania, within two (2) business days from the date of execution of this
Agreement, the Shareholders, or any of them, may elect to withdraw from this
Stock Exchange Agreement, which withdrawal shall be without further liability to
Eastwind or any other person. To accomplish such a withdrawal, such Shareholder
need only send a letter or telecopy to Eastwind indicating its intention to
withdraw. Such letter or telecopy should be sent and postmarked prior to the
end of the aforementioned second business day. If sending a letter, it is
prudent to send it by certified mail return receipt requested, first class, to
insure that it is received and also to evidence the time when it was mailed.
Should any Shareholder make such request verbally, it should ask for written
confirmation that such request has been received.
(9) The parties further agree as follows:
(a) None of the representations and warranties of Eastwind or
Wickersham contained in that certain Securities Purchase Agreement dated May 13,
1996 ("Securities Purchase Agreement") are intended to be extinguished or
otherwise terminated by reason of this Agreement and any other provisions of
that Securities Purchase Agreement which would reasonably be expected to survive
this Agreement shall survive for the time period set forth in that Securities
Purchase Agreement. However, upon acquisition of all of the Wickersham Shares
hereunder from all of the Shareholders, the Shareholders' Agreement entered into
pursuant to Section 4.13 of that Securities Purchase Agreement shall
automatically be terminated, as shall the
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Voting Agreement concerning the election of Wickersham Directors contemplated in
the Shareholders' Agreement. The tender offer contemplated in Section 6.4 of
that Securities Purchase Agreement shall no longer have any continuing validity
and such provision shall not survive consummation of this Agreement. However,
until consummation of this Agreement by the exchange of all of the Eastwind
Shares for all of the Wickersham Shares, the provisions of Sections 7, 8, 9 and
10 of that Securities Purchase Agreement shall specifically survive and
continue.
(b) No party to this Agreement, without the prior written consent of
each of the other parties thereto, may assign its rights under this Agreement,
in whole or in part, and the terms and conditions of this Agreement shall enure
to the benefit of and be binding upon the respective successors, permitted
assigns, personal representatives and beneficiaries of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties thereto or their respective successors, permitted assigns,
personal representatives and beneficiaries, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as otherwise expressly
provided for herein.
(c) Unless otherwise provided, any notice required or permitted under
this Agreement shall be given in writing and shall be deemed effectively given
upon receipt by the party to be notified or upon three (3) days following
deposit with the United States Post Office, by registered or certified mail,
first class postage pre-paid and addressed to the party to be notified:
If to Eastwind:
The Eastwind Group, Inc.
100 Four Falls Corporate Center
Suite 305
West Conshohocken, PA 19428
Attention: Chairman
If to the Shareholders, then to their individual addresses as set
forth at the beginning of this Agreement.
(d) Any term of this Agreement may be amended and the observance of
any term may be waived (either generally or in a particular instance, and either
retroactively or prospectively), only with the prior written consent of all of
the parties hereto.
(e) If any one or more provisions of this Agreement are held to be
unenforceable or without effect under applicable law, such provision or
provisions shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.
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(f) This Agreement shall be governed by and construed under the laws
of the Commonwealth of Pennsylvania without regard to the body of law
controlling conflicts of laws.
(g) This Agreement may be executed in two or more counterparts, each
of which shall be deemed a duplicate original thereof, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE EASTWIND GROUP, INC.
By: /s/ John R. Thach
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Title: President
/s/ John Yurchak, Jr. (SEAL)
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John Yurchak, Jr.
/s/ Stephen J. Cooper (SEAL)
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Stephen J. Cooper
/s/ Arthur R. Dean, Jr. (SEAL)
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Arthur R. Dean, Jr.
/s/ James L. Porter (SEAL)
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James L. Porter
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