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): April 15, 2010
SPORT
SUPPLY GROUP, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-15289
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22-2795073
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1901
Diplomat Drive
Farmers
Branch, Texas
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75234
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (972) 484-9484
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(Former
name or former address if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Other
Events
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Pursuant
to that certain Agreement and Plan of Merger (the “Merger Agreement”)
dated March 15, 2010, by and among Sage Parent Company, Inc., a Delaware
corporation (“Parent”), Sage Merger
Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(“Sub”), and
Sport Supply Group, Inc. (the “Company”) providing
for the merger (the “Merger”) of Sub with
and into the Company, with the Company surviving the Merger as a wholly-owned
subsidiary of Parent, the Company was permitted to solicit and encourage
takeover proposals from third parties for a “go-shop” period of 30 days after
March 15, 2010, which “go-shop” period could be extended under certain
conditions for 15 additional days if a third party submitted a bona fide written
takeover proposal to the Company before the end of such 30-day period. Since no
person submitted a bona fide written takeover proposal to the Company prior to
today, the “go-shop” period permitted by the Merger Agreement has
ended.
During
the “go-shop” period, 97 separate parties were contacted to discuss their
interest in making a proposal to acquire the Company, including 27 strategic
buyers and 70 financial buyers. Of such 97 parties contacted, 13 entered into
confidentiality agreements and conducted some degree of due diligence regarding
the Company. In three cases, the interested parties conducted
in-person meetings with the Company’s management team (including, in some cases,
meeting with the chairman of the special committee of the Company’s board of
directors).
Pursuant
to the terms of the Merger Agreement, because no person has submitted a bona
fide written takeover proposal prior to the end of the “go-shop” period, the
Company has discontinued discussions with all of the parties that were contacted
during the “go-shop” period and the Company is now subject to certain “no-shop”
restrictions on its ability to solicit takeover proposals from third parties and
to provide information to and engage in discussions with third parties regarding
alternative takeover proposals, all on terms as set forth in the Merger
Agreement.
The
Company is continuing to work with ONCAP Investment Partners II L.P. to complete
the Merger in a timely manner, subject to satisfaction of the conditions set
forth in the Merger Agreement.
The
Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on
Form 8-K, dated March 17, 2010, and as Annex A to the Company’s Preliminary
Proxy Statement on Schedule 14A (the “Preliminary Proxy
Statement”) filed with the Securities and Exchange Commission on April
12, 2010.
Information
Regarding the Solicitation of Proxies
In
connection with the Merger, the Company filed the Preliminary Proxy Statement
and a Schedule 13E-3 on April 12, 2010, and will file a definitive proxy
statement and other related materials with the SEC at a later date. WE URGE
INVESTORS TO READ THE PRELIMINARY PROXY STATEMENT, THE SCHEDULE 13E-3 AND THE
DEFINITIVE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE), ALL RELATED SUPPLEMENTS
AND AMENDMENTS (IF ANY AND WHEN THEY BECOME AVAILABLE) AND ALL OTHER RELATED
MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN) IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain
free copies of the Preliminary Proxy Statement and the Schedule 13E-3 (and the
definitive proxy statement and other related materials when they become
available) as well as other filed documents containing information about Sport
Supply Group at http://www.sec.gov, the SEC’s free internet
site. Free copies of the Company’s SEC filings including the
Preliminary Proxy Statement and the Schedule 13E-3 are also available on the
Company’s internet site at http://www.sportsupplygroup.com/ under “Investors/SEC
Filings.”
The
Company and its executive officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from the Company’s
stockholders with respect to the Merger. Information regarding the
Company’s officers and directors is included in the Preliminary Proxy Statement
filed with the SEC on April 12, 2010 under “Directors and Executive Officers of
Sport Supply Group, The ONCAP Buying Group and The CBT Group.” The
Preliminary Proxy Statement also contains a description of the parties to the
Merger and their direct or indirect interests in the Company under “Special
Factors—Parties Involved in the Merger,” and “Security Ownership of Certain
Beneficial Owners and Management,” respectively.
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.
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SPORT
SUPPLY GROUP, INC.
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Date:
April 15, 2010
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By:
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/s/
John
Pitts
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Name:
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John
E. Pitts
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Title:
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Chief
Financial Officer
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