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 10, 2007
HARRY & DAVID OPERATIONS CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 333-128870 | 20–0884389 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2500 South Pacific Highway, Medford, OR | 97501 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (541) 864-2362
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box 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.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a–12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13c under the Exchange Act |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 10, 2007, Harry & David Operations Corp. (the “Company”) and its Jackson & Perkins Operations subsidiary completed the previously announced sale of the Company’s Jackson & Perkins business, including the direct marketing and wholesale business, the Jackson & Perkins® brand, catalog, e-commerce website and associated inventory, including its premium rose plants, horticultural products and home and garden décor, as well as its direct marketing and wholesale customer lists and relationships, to an investment group led by Donald and Glenda Hachenberger.
The aggregate consideration paid for the Jackson & Perkins business was $17 million in cash and approximately $4 million comprised of a deferred note payable, product credits and deferred inventory payments. In connection with the sale, the Company will provide certain transitional services, including agricultural and horticultural services through the end of June 2007, certain wholesale operational services during 2007, and certain direct marketing operational services and rose fulfillment through the end of June 2008.
As previously announced, the Company anticipates that the sale of approximately 3,200 acres in Wasco, California, and associated buildings and equipment to a private investment group in California will close in the Company’s fourth fiscal quarter ending June 30, 2007.
| Item 9.01. | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information. |
The pro forma financial information that is required pursuant to this Item 9.01(b) will be filed by amendment not later than 71 calendar days as of the date that this initial report on Form 8-K is required to be filed.
| (d) | Exhibits. |
| Exhibit Number | Document | |
| 99.1 | Press release dated April 11, 2007. |
SIGNATURES
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.
| Harry & David Operations Corp. | ||||
| Date: April 11, 2007 | ||||
| By: | /s/ Stephen V. O’Connell | |||
| Name: | Stephen V. O’Connell | |||
| Title: | Chief Financial Officer and Chief Administrative Officer | |||
EXHIBIT INDEX
| Exhibit Number | Document | |
| 99.1 | Press release dated April 11, 2007. |
