UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2010
Crown Crafts, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7604 | 58-0678148 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 916 South Burnside Avenue, Gonzales, LA | 70737 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(225) 647-9100
(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)) |
Item 1.01.Entry into a Material Definitive Agreement.
(a)Purchase Agreement
On May 27, 2010 (the “Closing Date”), Hamco, Inc. (“Hamco”), a wholly-owned subsidiary of Crown Crafts, Inc. (the “Company”), entered into a Purchase Agreement for Bibsters Intellectual Property (the “Purchase Agreement”) with The Procter & Gamble Company (“P&G”), pursuant to which Hamco purchased the Bibsters product, including related intellectual property, from P&G. On the Closing Date, Hamco paid P&G $1.8 million. In connection with closing, Hamco also acquired the inventory associated with the Bibsters product line from the previous licensee of Bibsters.
The description contained herein of the Purchase Agreement is qualified in its entirety by reference to the terms of such document, which is attached hereto as an exhibit and incorporated herein by this reference.
(b)Financing Agreement
On the Closing Date, the Company and its wholly-owned subsidiaries, Crown Crafts Infant Products, Inc., Churchill Weavers, Inc. and Hamco (together with the Company, the “Borrowers”), entered into a Seventh Amendment to Financing Agreement (the “Seventh Amendment”) with The CIT Group/Commercial Services, Inc. (“CIT”) to amend that certain Financing Agreement between the Borrowers and CIT dated July 11, 2006 (the “Financing Agreement”) to permit the consummation of the transactions contemplated by the Purchase Agreement.
The description contained herein of the Seventh Amendment is qualified in its entirety by reference to the terms of such document, which is attached hereto as an exhibit and incorporated herein by this reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in part (b) of Item 1.01 is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
| 2.1 | Purchase Agreement for Bibsters Intellectual Property dated as of May 27, 2010 by and between Hamco, Inc. and The Procter & Gamble Company. | ||
| 10.1 | Seventh Amendment to Financing Agreement dated as of May 27, 2010 by and among Crown Crafts, Inc., Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. | ||
| 99.1 | Press Release dated May 27, 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CROWN CRAFTS, INC. | ||||
| By: | /s/ Olivia W. Elliott | |||
| Olivia W. Elliott, | ||||
| Vice President and Chief Financial Officer | ||||
Dated: May 27, 2010
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EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 2.1 | Purchase Agreement for Bibsters Intellectual Property dated as of May 27, 2010 by and between Hamco, Inc. and The Procter & Gamble Company. | |
| 10.1 | Seventh Amendment to Financing Agreement dated as of May 27, 2010 by and among Crown Crafts, Inc., Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. | |
| 99.1 | Press Release dated May 27, 2010. |
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