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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 12, 1996
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(Date of earliest event reported)
Leggoons, Inc.
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(Exact Name of Registrant as Specified in its Charter
Missouri 0-22574 43-1239043
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(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
400 South Lindell, Vandalia, MO 63382
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(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (314) 594-6418
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On February 5, 1996, James S. Clinton, current president of
the Company presented a written proposal to Infinitron
Investments International, Inc. ("Infinitron") wherein he stated
that he was offering to purchase all the assets of the Company,
prior to the consummation of the transaction contemplated by the
Stock Acquisition Agreement entered into between the Company and
Infinitron Investments International, Inc. (the "Infinitron
Transaction) in consideration of the assumption of all the
liabilities of the Company, prior to the Infinitron Transaction.
The purpose for the sale was that the business operation of the
Company were failing and that after the Infinitron Transaction
the focus of the Company would be strictly on the business of
Infinitron. Mr. Clinton presented his proposal to Infinitron as
the Stock Acquisition Agreement between the Company and
Infinitron precludes such sale without the prior consent of the
Infinitron.
On March 15, 1996, Infinitron informed Mr. Clinton that it
would not object to the sale. On March 15, 1996, Mr. Clinton
presented his offer to the Company's board of directors and on
March 18, 1996 the disinterested members of the board accepted
the offer. According to the terms of the offer, Mr. Clinton
formed a new company, called Leggoons Corporation, a Nebraska
corporation, which will purchase all the assets of the Company
outstanding as of the date of the closing of the sale
(approximately $482,374 in current assets and $344,774 in other
assets at February 29, 1996) for the consideration of the
assumption of all liabilities on such date (approximately
$1,901,416 at February 29, 1996). The assets to be purchased by
Mr. Clinton include the "Leggoons" trademark as well the
Licensing Agreement between the Company and Mr. Tamsky.
The sale of assets closed on June 12, 1996. As a
requirement for the closing, the Company's legal counsel provided
an opinion which states that the current creditors of the Company
have no legal right to bring an action against Infinitron, Inc.
for any liability incurred by the Company prior to the sale of
assets. In addition, the opinion states that as the sale of
assets was for the benefit of creditors', shareholder approval
prior to the sale was not required. The sale was effected
because upon the consummation of the Infinitron Transaction and
the election of the new directors provided in Proposal One, the
focus of management's attention will be on the expansion of
Infinitron's technology and not on the apparel operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Assignment for Benefit of Creditors
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
(Registrant) LEGGOONS, INC.
BY (Signature) /s/ Steven D. Walters
(Date) June 27, 1996
(Name and Title) Steven D. Walters
Chief Financial Officer
(6-12-96.8-k)
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ASSIGNMENT FOR BENEFIT OF CREDITORS
THIS ASSIGNMENT is made and entered into on June 12,
1996, by and between LEGGOONS, INC., a corporation organized
and existing under the laws of Missouri, with its principal
place of business at 400 South Lindell Street, Vandalia,
Audrain County, Missouri, 63382, herein after referred to
as "Debtor," and LEGGOONS, INC., a corporation organized and
existing under the laws of Nebraska, with its principal
office located at 40 Ginger Cove Road, Valley, Douglas
County, Nebraska, 68064, herein after referred to as
"Assignee."
RECITALS
A. Debtor is in such financial condition that it is
unable at the present time to pay the claims and demands of
its secured and unsecured creditors.
B. It is desirable and necessary that an arrangement
be made, without the intervention of legal proceedings,
namely Bankruptcy, for the liquidation of Debtor's assets,
whereby all its creditors shall share and share alike
without any preference or priority, other than that provided
by perfected security interests, provided by law, and by
the terms and provisions of this Agreement.
In consideration of the matters described above, and of
the mutual benefits and obligations set forth in this
Agreement, the parties hereto agree as follows:
SECTION ONE
ASSIGNMENT
Debtor sells, assigns, transfers, sets-over and
delivers to Assignee all of Debtor's property of every kind
and nature whatsoever and where so ever located, including,
but not by way of limitation, the following:
A. All of Debtor's equipment, fixtures and trade
fixtures, furniture, furnishings, tools and appliances,
together with all affixed accessions and parts.
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B. All goods, wares, merchandise and all inventory of
whatsoever kind, type or nature, including, but not limited
to, goods and property that (1) are held by Debtor for sale
or lease or (2) are furnished or are to be furnished by
Debtor under any contract of service or (3) are held by
Debtor as work in process or materials used or consumed in
its business, and all proceeds of the sale or other
disposition of the sale.
C. All Debtor's books of account and accounting
records of every kind and nature, without limitation.
D. All Debtor's relevant corporate records and/or
other documents.
E. All rights of every kind to payment of money owed
to Debtor, whether due or to become due herein after.
F. All accounts and all proceeds of accounts.
G. All chattel paper, instruments, documents, general
intangibles and their proceeds; all money, including cash on
deposit and cash on hand; all bank accounts and all deposits
maintained with any person, including, but not limited to,
funds on deposit with financial institutions and utility
companies.
H. Real property located in Missouri, which real
property Debtor agrees to convey forthwith to Assignee by
good and sufficient quitclaim deeds. (See also Exhibit A,
attached hereto and made a part hereof by this reference.)
SECTION TWO
CONDITIONS
A. Under Exhibit B, attached hereto and made a part
hereof by this reference, Debtor has provided Assignee a
written schedule listing the name and address of each and
every known creditor, together with the amount of each
creditor's claim.
B. Nothing in this assignment is intended to change
or modify any legal rights, liens or security interests that
Debtor's creditors may have. Assignee accepts this
assignment and takes Debtor's property subject to all valid,
enforceable and perfected security interests or other liens.
C. Subject to the related contract rights of any
secured creditors, Assignee shall convert Debtor's property
into cash for the benefit of the creditors of Debtor.
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Except as provided by the laws of the United States and/or
Missouri, that are applicable to the administration,
liquidation and distribution of insolvent estates that are
not in proceedings initiated in the United States Bankruptcy
Courts, the proceeds of the subject property are to be
distributed in accordance with the applicable provisions of,
in the amounts limited by, and in the order of priority
established by, the Act of Congress known as Bankruptcy
Reform Act of 1978, as amended by the Bankruptcy Act
Amendments, and more particularly those statutory
provisions, to the extent applicable, contained in Title 11
of the United States Code, 502, 503, 507 and 726, which
are incorporated herein by reference.
D. No claims shall be allowed and paid unless filed
in writing with Assignee within the time fixed by Assignee,
WHICH SHALL NOT BE LATER THAN JULY 12, 1996. Tardily filed
claims shall be allowed to participate in and to receive a
distribution in accordance with the provisions relating to
tardily filed claims under Title 11 of the United States
Code, 726. A copy of the "CLAIM FORM" is attached hereto
as Exhibit C, and made a part hereof by this reference.
E. To the extent any property held subject to a
security interest or lien is sold by Assignee, the proceeds
of the sale, after deducting expenses of the sale, shall be
paid by Assignee to the secured party in accordance with the
terms and provisions of such security agreements for
application on the secured party's indebtedness.
F. Notwithstanding any provision contained in this
Agreement to the contrary, the claim of Assignee for its
services rendered in connection with this Agreement, to the
extent it shall not otherwise be compensated for its
services from its fees and commissions as provided below,
together with all costs and expenses incurred by it in
connection with such services, including fees of accountants
and attorneys who shall render professional services to
Assignee and Debtor in connection with this assignment,
shall be paid in full before any distribution is made to
Debtor's unsecured creditors.
G. Debtor represents that the schedule of creditors
(Exhibit B) furnished to Assignee by Debtor lists all the
claims known to be owing by Debtor that are to participate
in the distribution provided for under this Agreement under
the laws of Missouri and the Bankruptcy Code. Assignee
agrees to allow any other bona fide creditor of Debtor not
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listed in the schedule to participate under this assignment
in accordance with the provisions of Paragraph D of this
Section Two. Assignee shall not be liable for all or any
part of the claim of any creditor who has failed to file a
claim with Assignee in accordance with the provisions of
Paragraph D. If any dividends to creditors shall remain
unclaimed for a period of one year after issuance by
Assignee of the final dividend checks, a reasonable amount
of the dividends shall become the property of Assignee and
used to supplement its fees for services rendered in
administering this agreement, and the balance shall be
distributed to those creditors whose claims shall remain
unpaid.
H. After all costs and expenses, including attorney
fees and accountants' fees and those claims of other persons
rendering professional services in connection with the
administration of this Agreement, have been paid in full,
and after all claims for services rendered and all
commissions and fees of Assignee have been paid in full, and
after all claims of creditors have been paid in full, the
balance of the proceeds of the liquidation of the assets of
Debtor, if any, shall be paid by Assignee to Debtor.
I. It is expressly covenanted and agreed that
Assignee shall operate Debtor's business, if at all, only
for such period of time and in such manner as Assignee, in
its sole and absolute discretion, shall determine to be in
the best interests of Debtor and its creditors and
consistent with the orderly liquidation of Debtor's assets.
J. Debtor irrevocably appoints and constitutes
Assignee as its attorney-in-fact, authorizing it in the name
of Debtor or in its own name, or otherwise, as the case may
require, to do any and all acts, matters and things to carry
into effect the intent, meaning and spirit of this
assignment. Without limiting the foregoing, and subject to
prior rights of secured creditors, Debtor expressly
authorizes Assignee to sign the name of Debtor to any check,
draft, promissory note or other instrument or commercial
paper, which is payable to the order of debtor or to which
debtor is a party, and in debtor's name, and to apply for
any refunds or deposits, or enforce any claims whenever in
the sole and absolute discretion of Assignee it shall be
necessary to carry into effect the purposes of this
assignment.
K. Debtor will, from time to time, make, execute and
deliver to Assignee, such conveyances, assignments and other
instruments in writing as Assignee may request, and Debtor
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will take all steps and do all things requested by Assignee
to put Assignee in full ownership, possession, and control
of all of Debtor's assets, subject to the rights of secured
creditors as set forth in Paragraph B of this Section Two,
and will assist and cooperate with Assignee in every way
requested by it in carrying out the intent and purpose of
this Agreement.
L. Assignee accepts the trust created pursuant to
this Agreement, and agrees that it will faithfully and
without delay execute the trust according to the best of its
skill, knowledge, and ability.
M. Assignee shall be compensated for its assumption
of the trust created by this Agreement and shall receive
reasonable compensation for its services.
IN WITNESS WHEREOF, each party to this Agreement has
caused it to be executed as indicated below.
(Date) EXECUTED THIS 12th day of June, 1996.
(Registrant) LEGGOONS, INC.
BY (Signature) /s/ James S. Clinton
(Date) EXECUTED THIS 12th day of June, 1996.
(Registant) LEGGOONS, INC.
BY (Signature) /s/ James S. Clinton
STATE OF NEBRASKA ]
] ss
COUNTY OF DOUGLAS ]
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This foregoing instrument was acknowledged before me a
Notary Public this 12th day of June, 1996,
by JAMES S. CLINTON, President of Leggoons, Inc.,
a Missouri corporation, and admitted to me to be his free
and voluntary act.
BY (Signature) /s/ Karen M. Pohl
(Title) Notary Public
STATE OF NEBRASKA ]
] ss
COUNTY OF DOUGLAS ]
This foregoing instrument was acknowledged before me a
Notary Public this 12th day of June, 1996,
by JAMES S. CLINTON, President of Leggoons, Inc., a Nebraska
corporation, and admitted to me to be his free and
voluntary act.
BY (Signature) /s/ Karen M. Pohl
(Title) Notary Public
LD34B.77
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