SLED DOGS CO
8-K, 1997-01-28
SPORTING & ATHLETIC GOODS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  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 to report)  January 27, 1997


                            The Sled Dogs Company
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


Colorado                           1-12850                       84-116-8832
- --------------------------------------------------------------------------------
(State or other                  (Commission                    (IRS Employer
jurisdiction of                  File Number)                Identification No.)
incorporation)


212 Third Avenue North, Suite 420, Minneapolis, MN              55401   
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code (612) 359-9020
                                                  ----------------

- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)




<PAGE>   2

Item 5. Other Events.

On January 27, 1997, The Sled Dogs Company (the "Company") made the following
announcement:

The Sled Dogs Company (Nasdaq:  SNOW) announced today that the Board of
Directors named Kent Rodriguez to the newly created position of Chairman of the
Board and, as such, an executive officer of the Company.  Mr. Rodriguez, who
has experience in commercial and investment banking, will be focusing on the
preparation of short- and long-term budgets and the placement of additional
financing for the Company.  Additional short-term financing is currently
required to support operations and to fund operations for the 97-98 winter
season.

The Company today also reported net sales of $1,329,125 for the second quarter
ended December 31, 1996, a 163% increase from the comparable fiscal 1996
period.  The Company's net loss for the quarter was $1,247,467, or $.09 per
share, compared to a net loss of $808,145, or $.09 per share, in the second
quarter of fiscal 1996.

For the six months ended December 31, 1996, the Company reported net sales of
$1,414,428, a 61% increase from $876,330 in the comparable fiscal 1996 period.
The Company's net loss for the first six months of the current fiscal year
totaled $2,300,429, or $.18 per share, compared to a net loss of $1,482,023, or
$.23 per share, in the first six months of fiscal 1996.

"This quarter's record sales results reflect significant growth in our retail,
direct and international distribution channels," said John Sundet, The Sled
Dogs Company president and chief executive officer.  The increase in net loss
for the three- and six-month periods is primarily the result of increased media
and selling expenses related to the use of our "Yellow Snow" storymercial to
promote the sport of snow skating and the Sled Dogs brand.  While we're
encouraged by the sales growth we've achieved so far this year, the Company
currently requires additional capital to support operations and continue our
sport development and brand building initiatives."  The Company said that its
business will be materially adversely affected if it is unable to secure
short-term financing in the near future.

The Company also announced that a Summons and Complaint had been served on it
by Minson Enterprises Co., LTD., in the United States District Court for the
District of Minnesota.  Minson, a supplier of boots to the Company, claims that
it is owed approximately $435,000.  The Company has been in discussions with
Minson and believes that it will be able to reach an arrangement with Minson
that will allow the companies to continue their business relationship, although
no assurance can be given that such will be the case.

The Company reported that Thomas F. Votel resigned from the Company's board of
directors effective January 23, 1996.

The Sled Dogs Company markets, manufactures and distributes Sled Dogs brand
snow skates and related accessories, and is pioneering snow skating as a winter
sport for inline skaters.  The Sled Dogs Company has developed the world's
first patented snow skate that integrates a comfortable, supportive boot and a
unique replaceable base allowing the skate to glide down hill and over the


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snow.  At present, snow skating is being enjoyed at approximately 75% of all
ski/snow areas across the country.

Forward looking statements contained in this release are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Certain important factors could cause results to differ materially from those
anticipated by some statements made in this release.  You are cautioned that
all forward-looking statements involve risks and uncertainties.  Among the
factors that could cause results to differ materially are the following:  lack
of availability of financing; inability to control costs or expenses;
manufacturing and distribution problems; and lack of market acceptance of the
Company's products.  Reference is also made to the risk factors contained in
the Company's Registration Statement on Form S-3 (No. 33-80875), which are
incorporated herein by reference.


<TABLE>
<CAPTION>
                                     Three months ended December 31,
                                   ----------------------------------
                                         1996              1995
                                   ----------------  ----------------
         
<S>                                  <C>               <C>
Net sales                            $ 1,329,125       $   504,866
         
Net loss                              (1,247,467)         (808,145)
         
Net loss per common share            $     (0.09)      $     (0.09)
         
Weighted average number of         
shares outstanding(1)(2)              13,153,193         9,054,347
</TABLE>

<TABLE>
<CAPTION>
                                    Six months ended December 31,
                                   --------------------------------
                                        1996             1995
                                   ---------------  ---------------
<S>                                   <C>              <C>
Net sales                             $ 1,414,428      $   876,330
          
Net loss                               (2,300,429)      (1,482,023)
          
Net loss per common share             $     (0.18)     $     (0.23)
          
Weighted average number of          
shares outstanding(1)(2)               13,143,929        6,402,173
</TABLE>


(1) Actual shares of common stock issued and outstanding at December 31, 1996
were 13,153,513.  The weighted average number of shares outstanding reflect the
exercise of 1,763,194 common stock warrants during the period July 15, 1996 to
August 30, 1996.

(2) Actual shares of common stock issued and outstanding at December 31, 1995
were 11,749,999.  The weighted average number of shares outstanding reflect the
issuance of 8,000,000 shares on November 1, 1995 in a private placement of
equity.


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<PAGE>   4
                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                        THE SLED DOGS COMPANY

Dated: January 28, 1997                 By: /s/ Michael Wise
                                            -------------------------
                                            Michael Wise
                                            Chief Financial Officer






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