UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 16, 2005
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THE STRIDE RITE CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts 1-4404 04-1399290
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
191 Spring Street
PO Box 9191
Lexington, Massachusetts 02420
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 824-6000
N/A
(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):
|_| 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))
Explanatory Note
On September 22, 2005, The Stride Rite Corporation filed a Form 8-K, under Item
2.01 thereto, to report the completion of its acquisition of Saucony, Inc. In
response to parts (a) and (b) of Item 9.01 of such Form 8-K, Stride Rite
Corporation stated that it would file the required financial information by
amendment, as permitted by Item 9.01(a)(4) and 9.01(b)(2) to Form 8-K. The
Stride Rite Corporation hereby amends its Form 8-K filed on September 22, 2005
in order to provide the required financial information.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired.
1) Audited consolidated balance sheets of Saucony, Inc. as of December 31,
2004 and January 2, 2004 and the related consolidated statements of
income, consolidated statements of changes in stockholders' equity,
consolidated statements of cash flows for the fiscal years ended
December 31, 2004, January 2, 2004 and January 3, 2003 and the notes to
the consolidated financial statements together with the Report of the
Independent Registered Public Accounting Firm thereon of Deloitte &
Touche LLP attached hereto as Exhibit 99.1.
2) The unaudited consolidated balance sheets of Saucony, Inc. as of July 1,
2005 and December 31, 2004 and the related consolidated statements of
income for the thirteen and twenty-six weeks ending July 1, 2005 and
July 2, 2004 and consolidated statements of cash flows for the thirteen
and twenty-six weeks ending July 1, 2005 and July 2, 2004 and the notes
to the consolidated financial statements are attached hereto as
Exhibit 99.2.
(b) Pro forma financial information.
1) Unaudited pro forma condensed combined balance sheet of The Stride Rite
Corporation and Saucony, Inc. as of September 2, 2005 and unaudited pro
forma condensed combined statements of income for the nine months ended
September 2, 2005 and the twelve months ended December 3, 2004 and the
notes to the pro forma condensed combined financial statements are
attached hereto as Exhibit 99.3.
(c) Exhibits.
23.1 Consent of Deloitte & Touche LLP
99.1 Audited consolidated balance sheets of Saucony, Inc. as of December 31,
2004 and January 2, 2004 and the related consolidated statements of
income, consolidated statements of stockholders' equity,
consolidated statements of cash flows for the fiscal years ended
December 31, 2004, January 2, 2004 and January 3, 2003 and the notes to
the consolidated financial statements together with the Report of the
Independent Registered Public Accounting Firm thereon of Deloitte &
Touche LLP.
99.2 The unaudited condensed consolidated balance sheets of Saucony, Inc. as
of July 1, 2005 and December 31, 2004 and the related condensed
consolidated statements of income for the thirteen and twenty-six weeks
ending July 1, 2005 and July 2, 2004 and condensed consolidated
statements of cash flows for the thirteen and twenty-six weeks ending
July 1, 2005 and July 2, 2004 and the notes to the condensed
consolidated financial statements.
99.3 Unaudited pro forma condensed combined balance sheet of The Stride Rite
Corporation and Saucony, Inc. as of September 2, 2005 and unaudited pro
forma condensed combined statements of income for the nine months ended
September 2, 2005 and the twelve months ended December 3, 2004 and the
notes to the pro forma condensed combined financial statements.
Exhibits Index
Exhibit Exhibit Title
No.
23.1 Consent of Deloitte & Touche LLP
99.1 Audited consolidated balance sheets of Saucony, Inc. as of December 31,
2004 and January 2, 2004 and the related consolidated statements of
income, consolidated statements of stockholders' equity,
consolidated statements of cash flows for the fiscal years ended
December 31, 2004, January 2, 2004 and January 3, 2003 and the notes to
the consolidated financial statements together with the Report of the
Independent Registered Public Accounting Firm thereon of Deloitte &
Touche LLP.
99.2 Unaudited condensed consolidated balance sheets of Saucony, Inc. as of
July 1, 2005 and December 31, 2004 and the related condensed
consolidated statements of income for the thirteen and twenty-six weeks
ending July 1, 2005 and July 2, 2004 and condensed consolidated
statements of cash flows for the thirteen and twenty-six weeks ending
July 1, 2005 and July 2, 2004 and the notes to the condensed
consolidated financial statements.
99.3 Unaudited pro forma condensed combined balance sheet of The Stride Rite
Corporation and Saucony, Inc. as of September 2, 2005 and unaudited pro
forma condensed combined statements of income for the nine months ended
September 2, 2005 and the twelve months ended December 3, 2004 and the
notes to the pro forma condensed combined financial statements.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE STRIDE RITE CORPORATION
Date: December 2, 2005 By: /s/ Frank A. Caruso
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Name: Frank A. Caruso
Title: Chief Financial Officer