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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: June 10, 1996
CALLOWAY'S NURSERY, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation or organization)
0-19305
(Commission File Number)
79-2052519
(IRS Employer Identification Number)
4800 Blue Mound Road
Fort Worth, Texas 76106-1911
(Address of principal executive offices, including zip code)
817/624-8222
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
a. The Company has been notified by the staff of the Nasdaq Stock Market
that the staff has determined that continued listing on the Nasdaq
National Market is no longer warranted. Nasdaq staff maintains that the
Company fails to meet the minimum bid price requirements, or the alternative
net tangible assets and market value of public float requirements set forth
in Part III, Section 5(a)(5) of Schedule D of the NASD By-Laws.
b. The Company believes that it complies with the Nasdaq staff interpretation
of the requirements of the NASD By-Laws for continued listing.
c. The staff of the Nasdaq Stock Market has requested that the Company
file a Balance Sheet and Statement of Operations as of and for the eight-month
period ended May 31, 1996 to demonstrate compliance with the aforementioned
alternative net tangible assets requirement. The Nasdaq staff has also
requested that the Company provide an updated number of common shares held by
non-affiliates of the Company to demonstrate compliance with the
aforementioned market value of public float requirement.
d. The purpose of this filing is provide the information requested by the
Nasdaq Stock Market. This filing includes a Balance Sheet and a Statement of
Operations as of and for the eight-month period ended May 31, 1996. These
statements are not intended to comprise a complete set of interim condensed
financial statements. Such condensed financial statements will be included
in the Company's Quarterly Report on Form 10-Q for the period ending June 30,
1996, which will be filed on or before August 14, 1996.
e. As of May 31, 1996 the Company had net tangible assets of $4,696,000,
meeting the aforementioned alternative net tangible assets requirement.
f. As of June 10, 1996, the Company has 5,075,944 common shares outstanding,
of which 4,055,452 shares are held by non-affiliates of the Company. The
Nasdaq staff has advised the Company that its interpretation of the public
float requirements set forth in the NASD By-Laws uses the closing bid price
for each of the ten (10) most recent trading days. The closing bid price for
each of the ten (10) most recent trading days prior to this filing was $27/32.
Therefore, the market value of public float according to the Nasdaq staff's
interpretation is $3,421,788, meeting the aforementioned market value of
public float requirement.
g. Nothing herein shall be considered to be a waiver of the Company's
position regarding the correct interpretation of the requirements of the
NASD By-Laws for continued listing on the Nasdaq National Market.
CALLOWAY'S NURSERY, INC.
By:/s/ James C. Estill
James C. Estill
President and Chief
Executive Officer
By:/s/ Daniel G. Reynolds
Daniel G. Reynolds
Vice President and Chief
Financial Officer
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CALLOWAY'S NURSERY, INC.
FORM 8-K
JUNE 10, 1996
CALLOWAY'S NURSERY, INC.
CONDENSED BALANCE SHEET (UNAUDITED)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
May 31,
1996
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<S> <C>
ASSETS
Cash and cash equivalents $ 4,447
Accounts receivable 143
Inventories 1,387
Prepaids and other assets 51
Property and equipment held for sale 3,088
---------
Total current assets 9,116
---------
Property and equipment, net 1,509
Goodwill, net 1,318
Other assets 98
---------
Total assets $ 12,041
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 3,904
Accrued expenses 964
---------
Total current liabilities 4,868
---------
Deferred rent payable 1,159
---------
Total liabilities 6,027
---------
Shareholders' equity:
Voting convertible preferred stock; par value
$.625 per share; 3,200,000 shares authorized;
no shares issued or outstanding --
Preferred stock; par value $.01 per share;
10,000,000 shares authorized; no shares issued
or outstanding --
Common stock; par value $.01 per share; 30,000,000
shares authorized; 5,325,944 shares issued
and 5,075,944 shares outstanding 53
Additional paid-in capital 8,211
Accumulated deficit (854)
---------
7,410
Less: Treasury stock, at cost (250,000 shares) (1,396)
---------
Total shareholders' equity 6,014
---------
Total liabilities and shareholders' equity $ 12,041
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</TABLE>
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CALLOWAY'S NURSERY, INC.
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Eight Months Ended
May 31, 1996
---------
<S> <C>
Net sales $ 18,295
Cost of goods sold 9,758
---------
Gross profit 8,537
---------
Operating expenses 4,803
Occupancy expenses 1,947
Advertising expenses 892
Other, net 244
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Total expenses 7,886
---------
Income before provision for income taxes 651
Provision for income taxes --
---------
Net income $ 651
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Net income per common share $ .13
Weighted average number of common shares outstanding 5,008
</TABLE>
