BIG SMITH BRANDS INC
8-K, 1999-05-18
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
Previous: BIG SMITH BRANDS INC, NT 10-Q, 1999-05-18
Next: SECURITY DYNAMICS TECHNOLOGIES INC /DE/, S-8, 1999-05-18




                       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): April 22, 1999


                             BIG SMITH BRANDS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                        001-13590            13-3005371        
- ------------------------------         -----------          -------------
State or other jurisdiction of         (Commission          (IRS Employer
incorporation or organization           File No.)         Identification No.)


7100 West Camino Real, Suite 402, Boca Raton, Florida                   33433 
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


                                 (561) 367-8283
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)





<PAGE>

Item 2.  Acquisition of Disposition of Assets.

On April 23, 1999 Big Smith Brands,  Inc. (the  "Company")  issued the following
press release:

                             BIG SMITH BRANDS, INC.



FOR IMMEDIATE RELEASE
- ---------------------


                                           Contact:      Peter Lebowitz
                                                         Big Smith Brands, Inc.
                                                         (561) 367-8283

                                                         Peter Cullum/Dan Burris
                                                         Donley Communications
                                                         (212) 751-6126

           BIG SMITH CLOSES WORKWEAR ASSET SALE WITH WALLS INDUSTRIES;
            MARKS NEW DIRECTION FOR COMPANY IN SPORTSWEAR, LICENSING


        BOCA RATON, APR. 23, 1999-- Big Smith Brands Inc.  (OTC:BSBI)  announced
today  that late  yesterday  it closed  the sale of its  workwear  manufacturing
machinery  along  with  its  entire  inventory  of  workwear  products  and  raw
materials. Big Smith also granted to Walls Industries, Inc. of Cleburne, Texas a
license to manufacture  workwear  under the Big Smith label.  Big Smith will now
focus entirely on the manufacture and sale of sportswear and global licensing of
other products.

        Walls  has also  entered  into a lease  for Big  Smith's  facilities  in
Carthage,  Missouri  and has  assumed  Big  Smith's  leased  facility  in Miami,
Oklahoma.  Walls  paid Big  Smith a price  equal to the  appraised  value of the
machinery  and  equipment  plus  the  book  value  of all  outstanding  workwear
inventory and raw  materials.  These amounts  totalled in excess of $2.5 million
dollars.

        In addition,  in  consideration  for a ten-year  non-compete  agreement,
Walls will pay Big Smith $4.6 million over an eight-year period.

        The  transactions  were  approved  by Big  Smith's  stockholders  at the
company's annual meeting which was held on April 20, 1999 in St. Louis, Missouri
at which the  stockholders  also  elected all nominees to the board of directors
and ratified the appointment of Daszkal, Bolton & Manela, CPAs, as the company's
auditors.


                                       -2-



<PAGE>

                                    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:  May 18, 1999


                                  BIG SMITH BRANDS, INC.




                                 By /s/ Susan Leonhardt
                                    ---------------------------------------
                                    Susan Leonhardt, Director of Administration/
                                    Accounting (Chief Accounting Officer and 
                                    Authorized Registrant signer)


                                       -3-





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission