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) April 12, 2006
BLYTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | | 1-13026 | | 36-2984916 |
(State or Other | | (Commission | | (IRS Employer |
Jurisdiction of | | File Number) | | Identification No.) |
Incorporation) | | | | |
| | | | |
One East Weaver Street, Greenwich, Connecticut | | 06831 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, including Area Code (203) 661-1926
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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry into a Material Definitive Agreement.
In accordance with our recently announced intention to explore strategic alternatives with respect to our European Wholesale business, on April 12, 2006, we sold Kaemingk B.V. pursuant to a Share Sale and Purchase Agreement with SMF Management Consultants B.V. (“SMF”). SMF is controlled by the management of Kaemingk.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As stated in Item 1.01, on April 12, 2006, we sold Kaemingk to SMF, an entity controlled by the management of Kaemingk, for cash consideration of approximately €34.0 million. The sale price was determined through arms’ length negotiation.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements included as Exhibit 99.1 hereto have been prepared giving effect to the sale of Kaemingk as if the sale had occurred on January 31, 2006 for the unaudited pro forma condensed consolidated balance sheet and as of February 1, 2005 for the unaudited pro forma condensed consolidated statement of income for the fiscal year ended January 31, 2006.
The unaudited pro forma condensed consolidated balance sheet and statement of income have been derived from the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2006, as filed with the Securities and Exchange Commission on April 12, 2006.
(d) Exhibits.
99.1 Unaudited pro forma condensed consolidated balance sheet as of January 31, 2006 and unaudited pro forma condensed consolidated statement of income for the fiscal year ended January 31, 2006
2
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.
| BLYTH, INC. |
| |
| |
Date: April 18, 2006 | By: | /s/ Bruce D. Kreiger | |
| Name: Bruce D. Kreiger |
| Title: Vice President & General Counsel |
3
