Attached files
| file | filename |
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| EX-3.1 - SPORT SUPPLY GROUP, INC. | v192480_ex3-1.htm |
| EX-3.2 - SPORT SUPPLY GROUP, INC. | v192480_ex3-2.htm |
| EX-99.1 - SPORT SUPPLY GROUP, INC. | v192480_ex99-1.htm |
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): August 5, 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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||
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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.)
|
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)
o 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))
On August 5, 2010 and in connection
with the consummation of the Merger (as defined below), the Company terminated
the Credit Agreement, dated as of February 9, 2009 and as thereafter amended,
between the Company and Bank of America, N.A. (the “Credit
Agreement”). The material terms and conditions of the Credit
Agreement are described in the Company’s Form 10-Q for the fiscal quarter ended
December 31, 2008, as filed with the Securities and Exchange Commission on
February 11, 2009, and are incorporated herein by reference. No
material early termination penalties were incurred by the Company in connection
with the termination of the Credit Agreement.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On August 5, 2010, at a special meeting
of the Company’s stockholders, such stockholders voted to adopt the Agreement
and Plan of Merger, dated as of March 15, 2010, by and among Sage Parent
Company, Inc. (“Parent”), Sage Merger
Company, Inc. (“Sub”), and the
Company (the “Merger
Agreement”). On the same date, the Company filed a Certificate
of Merger with the Secretary of State of the State of Delaware, pursuant to
which Sub merged with and into the Company, with the Company continuing as the
surviving corporation (the “Merger”). As
a result of the Merger, the Company became a wholly-owned subsidiary of
Parent. Under the terms of the Merger Agreement, each share of
Company common stock, par value $0.01 per share, outstanding at the effective
time of the Merger (other than shares owned by Parent, Sub and the Company, and
by stockholders who have perfected and not withdrawn a demand for appraisal
rights) was cancelled and converted into the right to receive $13.55 in cash,
without interest.
The foregoing description of the Merger
Agreement and related transactions does not purport to be complete and is
subject, and qualified in its entirety by reference, to the full text of the
Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
17, 2010, and which is incorporated herein by reference.
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On August 5, 2010, at the Company’s
request and in connection with the consummation of the Merger, the NASDAQ Stock
Market (“NASDAQ”) filed with
the Securities and Exchange Commission a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange Act of 1934
(the “Exchange
Act”), on Form 25, thereby commencing the process of delisting the
Company’s common stock from NASDAQ. The Company expects its common
stock to be delisted as of the close of trading on August 5,
2010. The Company intends to file a Form 15 to suspend its reporting
obligations under Section 13(a) and 15(d) of the Exchange Act as soon as
practicable.
Item
3.03 Material
Modification to Rights of Security Holders.
On August 5, 2010, pursuant to the
terms of the Merger Agreement, each share of outstanding Company common stock
(other than shares owned by Parent, Sub and the Company, the Rollover Shares (as
defined below) and shares owned by stockholders who have perfected and not
withdrawn a demand for appraisal rights) was cancelled and converted into the
right to receive $13.55 in cash, without interest and less any applicable
withholding taxes.
Item
5.01 Changes
in Control of the Registrant.
The information disclosed in Item 2.01
is incorporated herein by reference. On August 5, 2010, pursuant to
the terms of the Merger Agreement, Sub was merged with and into the Company,
with the Company continuing as the surviving corporation in the
Merger. As a result of the Merger, the Company became a wholly-owned
subsidiary of Parent. Parent is controlled by affiliates of ONCAP II
L.P. (“ONCAP”),
the mid-market private equity platform of Onex Corporation.
The total cash merger consideration
paid by Parent was approximately $147.3 million, which Parent funded from equity
contributions from affiliates of ONCAP and other investors, as well as proceeds
received by Sub in connection with senior debt financing provided by The Bank of
Nova Scotia, Bank of America, N.A., and Export Development Canada, and mezzanine
debt financing provided by John Hancock Life Insurance Company
(U.S.A.). In addition, holders of an aggregate of approximately 19.6%
of the issued and outstanding shares of Company common stock received shares of
common stock of Parent in lieu of cash in exchange for a portion of their shares
of Company common stock (the “Rollover Shares”),
representing approximately 32.4% of the outstanding voting equity interests of
Parent.
The foregoing description of the Merger
Agreement and related transactions does not purport to be complete and is
subject, and qualified in its entirety by reference, to the full text of the
Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
17, 2010, and which is incorporated herein by reference.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At the effective time of the Merger on
August 5, 2010, in accordance with the Merger Agreement, Messrs. Jeff
Davidowitz, Richard Ellman, William M. Lockhart and William H. Watkins, Jr.
ceased serving as members of the board of directors of the Company, and Messrs.
Michael Lay, Mark Gordon, Ryan Mashinter, Wole James, Andrew Hauptman and Kashif
Sheikh were elected as new members of the board of directors of the
Company. Mr. Adam Blumenfeld, the Company’s Chairman of the Board and
Chief Executive Officer, will continue serving as a member of the Company’s
board of directors.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, at
the effective time of the Merger, the Certificate of Incorporation of the
Company as in effect immediately prior to the effective time was amended to be
in the form set forth in Exhibit A to the Merger Agreement which, as
subsequently amended, became the Amended and Restated Certificate of
Incorporation of the Company, and the Bylaws of Sub as in effect immediately
prior to the effective time became the Bylaws of the Company. A copy
of each of the Amended and Restated Certificate of Incorporation and the Bylaws
of the Company are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively,
and are incorporated herein by reference.
Item
5.07 Submission
of Matters to a Vote of Security Holders.
At a special meeting of stockholders of
the Company held on August 5, 2010, the Company’s stockholders voted on a
proposal to adopt the Merger Agreement. The proposal was approved by
the following vote:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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9,546,716
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929,823
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604
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0
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Item
8.01 Other
Events.
The Company issued a press release on
August 5, 2010 announcing the consummation of the Merger. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description |
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3.1
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Amended
and Restated Certificate of Incorporation of the
Company
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3.2
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Bylaws
of the Company.
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99.1
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Press
Release, dated August 5, 2010.
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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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||||
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Date:
August 5, 2010
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By:
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/s/
John E.
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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EXHIBIT
INDEX
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Exhibit
No.
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Description |
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3.1
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Amended
and Restated Certificate of Incorporation of the
Company.
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3.2
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Bylaws
of the Company.
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99.1
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Press
Release, dated August 5,
2010.
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