SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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)
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Item 5. Other Events.
On August 21, 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.
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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.
MENLEY & JAMES, INC.
Date: September 8, 1998 By: /s/ William W. Yeager
William W. Yeager
Chief Financial Officer
(and duly authorized
officer of the registrant)
