SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 22, 1999
BIG SMITH BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-13590 13-3005371
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State or other jurisdiction of (Commission (IRS Employer
incorporation or organization File No.) Identification No.)
7100 West Camino Road, Suite 402, Boca Raton, Florida 33433
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(Address of principal executive offices) (Zip Code)
(561) 367-8283
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 4. Other Events.
On January 22, 1999, Big Smith Brands, Inc. (the "Company") commenced a
private offering of 1,100,000 units of the Company's securities, with each unit
consisting of one share of the Company's common stock, par value $.01 per share
(the "Common Stock"), and two warrants each to purchase one share of the
Company's Common Stock. One warrant will have an exercise price of $1.50 per
warrant and the second warrant will have an exercise price of $1.75 per warrant.
The warrants have a three-year term. The placement agent for the offering was
D.L. Cromwell Investments, Inc. of Boca Raton, Florida. If all of the units are
sold, the Company will realize gross proceeds of $1,100,000. The Company has
agreed to pay the placement agent a commission of 10% of the purchase price of
all the securities sold plus a 1% non-accountable expense allowance. The Company
has also agreed to issue to the placement agent warrants to purchase 110,000
units of the Company's securities as described above at an exercise price of
$1.20 per unit.
The terms of the offering call for the Company to consummate a
three-to-one reverse stock split and to register the common stock and warrants
included in the units and the common stock underlying such warrants with the
Securities and Exchange Commission. The exercise price of the warrants included
in the units and the number of shares of common stock for which each warrant is
exercisable will not be adjusted by virtue of such reverse stock split. The
Company will also retain the placement agent as a consultant pursuant to a
consulting agreement for a term of two years at a consulting fee of $5,000 per
month commencing when 75% of the warrants sold in the offering have been
exercised.
Item 7. Financial Statements and Exhibits
None.
SIGNATURE
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.
Dated: February 3, 1999
BIG SMITH BRANDS, INC.
By /s/ Howard H. Ward
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Howard H. Ward
General Counsel and Assistant Secretary
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