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) DECEMBER 17,1997
LOIS/USA INC.
(Exact name of registrant as specified in its charter)
Delaware 33-83894-NY 13-3441962
- -------- ----------- --------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
40 West 57th Street, New York, NY 10019
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (212) 373-4700
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On December 17, 1997, Lois/USA Inc. ("Lois/USA"), a Delaware corporation,
entered into a definitive Stock Purchase Agreement to acquire all of the
outstanding shares of capital stock of Fogarty & Klein, Inc. ("F&K"), a Texas
Corporation, from its stockholders, Messrs. Fogarty, Klein, Monroe, Beckstead,
Penczak & Kelley (the "F&K Shareholders"). The closing date of the acquisition
is scheduled for December 31, 1997.
In exchange for all of the outstanding shares of capital stock of F&K,
Lois/USA will issue 50,000 shares of its common stock $.01 par value per share,
warrants to acquire an additional 39,000 shares of common stock of Lois/USA, and
approximately $3,500,000 in cash to the F&K Shareholders. The shares of common
stock of Lois/USA will be issued from the Company's existing authorized capital
stock, and the cash portion of the purchase price will be paid with additional
bank debt. In addition, Lois will pay the F&K Shareholders $1,125,000 and
deliver an additional 50,000 warrants to purchase additional shares of common
stock of Lois/USA on each of the first and second anniversaries of the closing
date. On the third anniversary of the closing date, Lois/USA will pay the F&K
Shareholders an additional $3,250,000, subject to certain adjustments.
ITEM 7. EXHIBITS.
(c) Exhibits
99.1 Press Release dated December 18, 1997 announcing the signing of
the Stock Purchase Agreement by and among the Shareholders of Fogarty & Klein,
Inc. and Lois/USA Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
LOIS/USA INC.
By: /s/ Robert K. Stewart
Name: Robert K. Stewart
Title:Chief Financial Officer
Dated: December 23, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
99.1 Press Release dated December 18, 1997 announcing the signing of the
Stock Purchase Agreement by and among the Shareholders of Fogarty &
Klein, Inc. and Lois/USA Inc.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: TED VERU 212-373-4799
ROBERT STEWART 212-373-4752
LOIS/USA PURCHASES FOGARTY KLEIN & PARTNERS
ACQUIRED OPERATIONS WILL BE THE BASIS FOR A SECOND
NATIONAL ADVERTISING SERVICES NETWORK
New York, New York, December 18, 1997; LOIS/USA (OTC:LSUS), the holding company
owner of full-service advertising agencies with offices in New York, Chicago,
Detroit and Los Angeles, today announced that it had completed the negotiations
for the acquisition of Houston-based Fogarty, Klein & Partners and expected that
the acquisition would close shortly. The company indicated that it was acquiring
Fogarty Klein for a combination of cash and Lois/USA stock. The amount was
not disclosed. The announcement was made be Ted Veru, Lois/USA's co-chief
executive officer.
Mr. Veru stated that "In addition to fulfilling our goal of establishing a
second full-service advertising network to operate alongside Lois/EJL, our
acquisition of Fogarty Klein adds desirable geographic presence with complete
in-place data-based marketing, sales promotion, Yellow Pages and public
relations capabilities. We are very excited about the potential for the Fogarty
Klein capabilities to complement those already existing at Lois/USA."
The company explained that Richard Klein and Bill Fogarty will continue to serve
as the co-chief executive officers of the agency that bears their names, while
Tom Monroe will continue as president and head of the creative efforts. Mr. Veru
observed that "the ability of this proven management team to now utilize the
full resources of Lois/USA should mean continued growth for Fogarty Klein as
they move to build a national operation."
Lois USA Inc. is the holding company for Lois/EJL and Year 2K Communications
with offices in New York, Chicago, Detroit and Los Angeles.
Stock Market: Over the Counter Market
Symbol: LSUS
