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 30, 2002
Detwiler, Mitchell & Co.
(Exact name of registrant as
specified in its charter)
Delaware 0-12926 95-2627415
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(State of other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation)
225 Franklin Street, 20th Floor, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 617-451-0100
ITEM 5. OTHER EVENTS.
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On September 30, 2002, Detwiler, Mitchell & Co. sold K. &
S., Inc. ("K&S"), its wholly owned specialist business which
operated on the Boston Stock Exchange.
Kenneth M. King, president and director of K&S, reacquired
the business from the Company in consideration for the
cancellation of the remaining term of his employment agreement
with the Company having a remaining value of approximately
$150,000 and the forgiveness of a $150,000 promissory note due
him which resulted from the Company's January 1, 2001 purchase of
K&S from Mr. King.
Offers to purchase K&S were solicited by the Company and it
received two offers of expressions of interest in acquiring K&S
from third parties. Mr. King, the former owner, had the right of
first refusal to present a superior purchase offer pursuant to
the terms of the purchase agreement, and his superior offer was
accepted by the Company.
The Company recorded a $1,150,500 transition impairment
adjustment of the intangible asset which resulted from the
acquisition of K&S in the first quarter of 2002 in accordance
with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets". The Company expects to
report a loss on the sale of K&S of approximately $130,000, net
of income tax benefit, in the third quarter of 2002.
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.
DETWILER, MITCHELL & CO.
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(Registrant)
October 2, 2002 /s/ James K. Mitchell
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Date James K. Mitchell
Chairman and
Chief Executive Officer
October 2, 2002 /s/ Stephen D. Martino
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Date Stephen D. Martino
Chief Financial Officer and
Principal Accounting Officer
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