UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 12, 2013
Champion Industries, Inc.
West Virginia
000-21084 55-0717455
2450 First Avenue
P. O. Box 2968
Huntington, West Virginia 25728
(Address of Principal Executive Offices) (Zip Code)
(304) 528-2700
Not Applicable
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
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Section 2 - Financial Information
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Item 2.01 Completion of Acquisition or Disposition of Assets.
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On July 12, 2013 Champion Industries, Inc.’s (“Champion”) wholly owned subsidiary Champion Publishing (a West Virginia corporation) (“Seller”) sold substantially all the assets of its newspaper operations headquartered in Huntington, West Virginia to HD Media Company, LLC (a West Virginia limited liability company) (the "Buyer") pursuant to an Asset Purchase Agreement among Champion, Seller and Buyer dated July 12, 2013 (the “Agreement”). This entity includes as an investor Mr. Douglas Reynolds, son of Chairman & CEO Marshall T. Reynolds. Champion’s investment advisor had conducted a nationwide marketing process for the sale of the Herald-Dispatch, which resulted in one other current offer. Champion's board of directors, in consultation with its independent advisors, determined that Mr. Douglas Reynolds' offer was the better offer both in terms of price and conditions. The Seller received $10,000,000 or approximately $9,700,000 net of selling commissions and pro-rated taxes. The proceeds of this transaction will be utilized to pay down term debt and the revolving credit line at the discretion of the Administrative Agent.
The Agreement contains representations and warranties, covenants and indemnification provisions common to transactions of its nature.
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| SIGNATURE | |
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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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CHAMPION INDUSTRIES, INC.
(Registrant)
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Date: July 12, 2013
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/s/ Todd R. Fry
Todd R. Fry, Senior Vice President
and Chief Financial Officer
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