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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) August 30, 1996
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The Maxim Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22232 58-2060334
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
210 TownPark Drive, Kennesaw, Georgia 30144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 590-9369
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 30, 1996, The Maxim Group, Inc., a Delaware corporation
("Maxim") consummated the acquisition of Image Industries Inc., a Delaware
corporation ("Image"). Pursuant to the Agreement and Plan of Reorganization,
dated May 31, 1996, Image was merged with a wholly-owned subsidiary of Maxim.
The transaction was consummated in a one for one exchange of the common
stock of Maxim for the issued and outstanding common stock of Image. In
connection therewith, an aggregate of 5,267,385 shares of Maxim Common Stock
were issued to the shareholders of Image. In addition, options to purchase an
aggregate of 932,615 shares of Maxim Common Stock were granted in exchange
for a like number of options to purchase Image Common Stock. The transaction
is valued at approximately $91.5 million, based on Image Industries' issued
and outstanding common stock (on a fully diluted basis) and Maxim's closing
price on August 29, 1996 on The Nasdaq National Market.
Based in the Atlanta suburb of Kennesaw, Maxim is a leading retailer of
floor covering and the industry's only publicly traded franchisor. Maxim has
approximately 700 retail locations including 75 company owned stores. Maxim
provides its network with advertising, training, merchandising services as well
as consultation in administration. Maxim also provides floor covering products
directly from the industry's manufacturers.
Image is a leading plastic recycler and carpet manufacturer. Image
produces residential carpet, polyester fiber, PET flake and pellets made from
recycled post consumer PET (Polyethylene terephthalate) and is vertically
integrated from the purchase of curbside collected bottles through complete
manufacturing of polyester fiber, PET flake and carpet products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired:
At the present time, it is impractical to provide the required financial
statements for Image as required by this Item 7 of Form 8-K. Maxim will file
such required financial statements under cover of Form 8-K/A as soon as
practicable, but not later than November 15, 1996 (60 days after this Report is
required to be filed).
(b) Pro Forma Financial Information:
At the present time, it is impractical to provide the pro forma financial
information relative to the Image acquisition as required by Article 11 of
Regulation S-X and this Item 7 of Form 8-K. Maxim will file such pro forma
financial information under cover of Form 8-K/A as soon as practicable, but not
later than November 15, 1996 (60 days after this Report is required to be
filed).
(c) Exhibits:
2.1- Agreement and Plan of Reorganization, dated as of May 31, 1996, by and
among The Maxim Group, Inc., TMG-II Merger, Inc., and Image
Industries, Inc. (incorporated by reference from Form 8-K of Maxim
dated May 31, 1996)
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SIGNATURES
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 MAXIM GROUP, INC.
By: /s/ A.J. Nassar
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A.J. Nassar
President and Chief Executive Officer
Dated: September 3, 1996
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