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): August 21, 1998
MENLEY & JAMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19788 23-2621602
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
100 Tournament Drive, Horsham, Pennsylvania 19044
(Address of principal executive offices)
(215) 441-6500
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On February 3, 1998, Menley & James, Inc. (the "Company"), Menley &
James Laboratories, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company (the "Subsidiary"), and Numark Laboratories, Inc.
("Numark"), entered into an Asset Purchase Agreement (the "Sale Agreement"),
which provides, among other things, for the sale of substantially all of the
Subsidiary's assets to Numark. Pursuant to the terms of the Sale Agreement,
Numark has agreed to pay $12,930,000 in cash, subject to a maximum adjustment
up or down of $500,000 (depending on the level of net tangible assets as of
the closing date), and to assume substantially all of the liabilities of the
Company. In addition, to pay all of its costs and expenses associated with
the Sale, including employee severance obligations, the Company will retain
up to $2,000,000 in cash (less amounts paid by the Company prior to closing
in satisfaction of such costs).
The transaction is contingent upon, among other things, approval by the
Company's stockholders and other customary conditions, and is expected to
close during the fourth quarter of 1998.
Concurrently with the execution of the Sale Agreement, Warburg, Pincus
Investors, L.P., a significant stockholder of the Company, and Lawrence D.
White, the President and Chief Executive Officer of the Company, agreed to
vote their respective shares of Common Stock in favor of approval and
adoption of the Sale Agreement so long as the Sale Agreement has not been
terminated. Warburg, Pincus Investors, L.P. and Mr. White represent in the
aggregate approximately 53.2% of the issued and outstanding shares of Common
Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated August 21, 1998
<PAGE>
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.
MENLEY & JAMES, INC.
Date: August 31, 1998 By: /s/ William W. Yeager
William W. Yeager
Chief Financial Officer
(and duly authorized
officer of the registrant)
<PAGE>
EXHIBIT 99.1
CONTACT: William W. Yeager Fredric J. Spar
Chief Financial Officer Kekst and Company
215-441-6500 212-521-4800
MENLEY & JAMES TO SELL ENTIRE PRODUCT PORTFOLIO
TO NUMARK LABORATORIES FOR $12.93 MILLION CASH
-Menley & James to Seek Merger Partner with New Business Focus-
HORSHAM, Pa., August 21, 1998 - Menley & James, Inc. (Nasdaq: MENJ) today
announced it has signed a definitive agreement for the sale of substantially
all of its assets and liabilities to Numark Laboratories, Inc., a privately
held company, for a cash consideration of $12.93 million, subject to a
post-closing increase or decrease of up to $500,000 depending on the level
of net tangible assets as of the closing date. The assets of the Company
consist principally of its portfolio of 29 over-the-counter (OTC)
pharmaceutical and toiletries products.
The transaction, which is subject to shareholder approval and other
customary conditions, is expected to be completed during the fourth quarter
of 1998.
In reaching this decision, the Board considered the fact that upon
completion of this transaction, Menley & James will be a debt free company
with approximately $12.93 million in cash and cash equivalents. It will have
an estimated net operating loss carry forward of approximately $7.3 million
and an estimated available capital loss of approximately $24.5 million.
Menley & James does not expect to liquidate or make a distribution to
stockholders as a result of the proposed transaction. Instead, Menley &
James, with the assistance of Warburg, Pincus Investors, LP, will seek merger
candidates that will seek to take the company in a new direction and
generate greater opportunities than those available through its previous
business focus.
Menley & James, Inc. produces and markets a diversified portfolio of over-
the-counter (OTC) pharmaceutical and toiletry products sold in drug stores,
supermarkets and mass merchandisers throughout the United States.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those projected in such statements. There can be no assurance
that the forward-looking statements contained in the fourth paragraph of this
press release will be realized due to the risks and uncertainties associated
with identifying an appropriate merger candidate, completing such a
transaction (including obtaining required financing on acceptable terms and
conditions), and the risks and uncertainties associated with operating the
acquired business. In light of the foregoing, readers are cautioned not to
place undue reliance on the forward-looking statements contained herein.
