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):
September 5, 2006
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
Lexington, Massachusetts 02420
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 824-6000
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.
Purchase Agreement
On September 5, 2006, The Stride Rite Corporation (the "Company") entered
into a definitive purchase agreement (the "Purchase Agreement") with Sandra
Wilson, Greg Garrett and Lorne Fingarson, along with several trusts and holding
companies formed by such individuals (the "Sellers"), and simultaneously
consummated the transactions contemplated by the Purchase Agreement. Pursuant to
the Purchase Agreement, Stride Rite Canada Limited ("SRCL"), a wholly-owned
subsidiary of the Company, acquired from the Sellers all of the outstanding
shares of three holding companies that, together with their direct and indirect
subsidiaries, constitute the Robeez Group (as defined in the Purchase
Agreement). SRCL acquired the Robeez Group for a purchase price of US$27.5
million (CDN$30.5) in cash.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this
report by reference.
Cautionary Statements
The Purchase Agreement has been included to provide investors with
information regarding its terms. Except for their status as the contractual
documents that establish and govern the legal relations among the parties
thereto with respect to the transactions described above, the Purchase Agreement
is not intended to be a source of factual, business or operational information
about the parties.
The representations, warranties and covenants made by the parties in the
Purchase Agreement are qualified, including by information in the schedules
referenced in the Purchase Agreement that the Sellers delivered in connection
with the execution of the Purchase Agreement. As permitted by the federal
securities laws, these schedules have not been filed with this Form 8-K.
Representations and warranties may be used as a tool to allocate risks between
the respective parties to the Purchase Agreement, including where the parties do
not have complete knowledge of all facts, instead of establishing these matters
as facts. Furthermore, they may be subject to standards of materiality
applicable to the contracting parties, which may differ from those applicable to
investors. These representations and warranties may or may not have been
accurate as of any specific date and do not purport to be accurate as of the
date of this filing. Accordingly, they should not be relied upon as statements
of factual information.
ITEM 8.01 Other Events.
On September 6, 2006, the Company issued a press release announcing the
execution of the Purchase Agreement and consummation of the transactions
described therein.
The Company press release is attached as Exhibit 99.2 and is incorporated
in this report by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
2.1 Share Purchase Agreement, dated as of September
5, 2006, among The Stride Rite Corporation,
Sandra Wilson, Greg Garrett and Lorne Fingarson,
as well as several trusts and holding companies
established by such individuals (excluding
schedules, which the Registrant agrees to furnish
supplementally to the Commission upon request).*
99.2 Press Release of The Stride Rite Corporation
issued on September 6, 2006.*
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* Filed herewith
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.
THE STRIDE RITE CORPORATION
Date: September 11, 2006 By: /s/ Frank A. Caruso
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Frank A. Caruso
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Share Purchase Agreement, dated as of September 5, 2006, among
The Stride Rite Corporation, Sandra Wilson, Greg Garrett and
Lorne Fingarson, as well as several trusts and holding
companies established by such individuals (excluding
schedules, which the Registrant agrees to furnish
supplementally to the Commission upon request).
99.2 Press Release of The Stride Rite Corporation issued on
September 6, 2006.