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 25, 2005 ----------------- FALCON PRODUCTS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------- DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-11577 43-0730877 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 10650 GATEWAY BLVD., ST. LOUIS, MISSOURI 63132 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 991-9200 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (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: [ ] 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On August 4, 2005, Sellers & Josephson Inc. ("S&J"), a wholly-owned subsidiary of Falcon Products Inc., and Horizon Motors, Inc. ("Horizon") entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which, subject to certain conditions, including bankruptcy court approval, Horizon would purchase substantially all of the assets of S&J and assume certain contractual obligations for a purchase price of $4 million subject to certain adjustments. S&J filed a motion in the United States Bankruptcy Court for the Eastern District of Missouri, Eastern Division (the "Bankruptcy Court"), which was granted on August 25, 2005, setting forth certain sale procedures pursuant to which other prospective bidders may participate in an auction for the assets which would otherwise be purchased by Horizon at a sale hearing before the Bankruptcy Court on September 28, 2005. The minimum bid must be at least $4,200,000. S&J may terminate the Purchase Agreement if Horizon is not the winning bidder, provided that Horizon shall be paid a break-up fee of $200,000. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the copy of the Agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. ITEM 8.01 OTHER EVENTS. On August 25, 2005, Falcon Products, Inc. issued a press release, included as Exhibit 99.1, which press release is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBITS - ----------- ----------------------- 10.1 Asset Purchase Agreement between Sellers & Josephson Inc. and Horizon Motors, Inc., dated August 4, 2005. 99.1 Press Release dated August 25, 2005. 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. Falcon Products, Inc. By /s/ Neal R. Restivo Date: August 30, 2005 --------------------------------- Neal R. Restivo Corporate Vice President and Chief Financial Officer
Falcon Products (FCPR) Inactive
Filed: 30 Aug 05, 12:00am