UNITED STATES
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): July 26, 2000
CHS ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Florida 0-24244 87-0435376
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
760 N.W. 107th Avenue, Suite 100, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
(305) 485-2740
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address, and former fiscal year,
if changed since last report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On July 26, 2000, the United States Bankruptcy Court for the Southern
District of Florida (the "Bankruptcy Court") entered an order (the "Order")
confirming the Fourth Amended Liquidating Plan of Reorganization (the "Plan")
for CHS Electronics, Inc. (the "Company"), and approved, except as slightly
modified by the Order, all of the terms and provisions of the Plan. For
additional information regarding the Company's proceedings in the Bankruptcy
Court, see the Company's Current Reports on Form 8-K dated April 19 and May 30,
2000.
The Plan provides for the liquidation and the distribution of the
Company's assets to its creditors in two ways. First, the Plan provides for the
sale of the Company's European Assets (which consist of the outstanding equity
securities of the Company's European subsidiaries and claims and rights in a
lawsuit in Luxembourg involving one of the Company's European subsidiaries and
that subsidiary's former general manager) to a non-affiliated entity, Europa
ITApS, a Danish corporation ("Europa"), pursuant to the terms of a Stock
Purchase Agreement. Second, the remaining assets of the Company shall be
transferred to a liquidating trust, and the proceeds from the liquidation of
these assets shall be distributed to the Company's creditors.
The European Assets represent substantially all of the Company's
assets. In consideration for the European Assets, the Company will receive $1
million in cash, 35% of Europa's fully diluted common stock and $50 million in
aggregate principal amount of four-year promissory notes issued by Europa. All
of the foregoing consideration transferred by Europa in exchange for the
European Assets shall be distributed to the Company's creditors under the Plan,
either directly by the Company or through the liquidating trust.
Holders of Subordinated Securities Claims (as defined in the Plan)
shall be limited to recovering from the proceeds of the insurance coverage for
the Company and its officers and directors, to the extent so entitled, and shall
not otherwise receive or retain any property under the Plan. There will not be a
distribution to holders of the Company's common stock, and their interests in
the Company shall be canceled.
The above description is qualified by reference to the Plan and the
Order, which are filed as exhibits to this Report and are incorporated herein by
reference.
The Company has 59,206,424 shares of common stock issued and
outstanding as of the date of this Report. No shares of the Company have been or
are to be reserved for future issuance in respect of claims and interests filed
and allowed under the Plan.
Information as to the assets and liabilities of the Company appears in
the Plan and in the Company's Second Amended Disclosure Statement dated June 28,
2000 and approved by the Bankruptcy Court by order dated June 29, 2000 (the
"Disclosure Statement"). The Disclosure Statement is filed as an exhibit to this
Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Fourth Amended Liquidating Plan of Reorganization of CHS
Electronics, Inc., filed on July 25, 2000 with the
United States Bankruptcy Court for the Southern District
of Florida.*
2.2 Order Confirming CHS Electronics, Inc.'s Fourth Amended
Liquidating Plan of Reorganization, entered by the
United States Bankruptcy Court for the Southern District
of Florida on July 26, 2000.
2.3 CHS Electronics, Inc.'s Second Amended Disclosure
Statement dated June 28, 2000, as approved by the United
States Bankruptcy Court for the Southern District of
Florida by order dated June 29, 2000.
*Exhibits to the Plan have been omitted; a list of omitted exhibits is set forth
in the Table of Contents found at the beginning of the Plan document. The
Company agrees to supplementally furnish a copy of any omitted schedule to the
Securities and Exchange Commission upon request.
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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.
CHS ELECTRONICS, INC.
Date: August 8, 2000 By: /s/ Burton Emmer
----------------
Burton Emmer
Acting Chief Financial Officer
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Exhibit Index
Exhibit No. Description
----------- -----------
2.1 Fourth Amended Liquidating Plan of Reorganization of CHS
Electronics, Inc., filed on July 25, 2000 with the
United States Bankruptcy Court for the Southern District
of Florida.
2.2 Order Confirming CHS Electronics, Inc.'s Fourth Amended
Liquidating Plan of Reorganization, entered by the
United States Bankruptcy Court for the Southern District
of Florida on July 26, 2000.
2.3 CHS Electronics, Inc.'s Second Amended Disclosure
Statement dated June 28, 2000, as approved by the United
States Bankruptcy Court for the Southern District of
Florida by order dated June 29, 2000.
