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) March 8, 1996
The Sportsman's Guide, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 0-15767 41-1293081
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
411 Farwell Avenue, South St. Paul, MN 55075
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 451-3030
Item 5. Other Events
MERGER AGREEMENT WITH VISTA 2000, INC.
Vista 2000, Inc., a Delaware corporation ("Vista"), Vista
Acquisition Subsidiary, Inc., a Delaware corporation and wholly-
owned subsidiary of Vista ("Acquisition Sub"), and The
Sportsman's Guide, Inc., a Minnesota corporation ("SGI"), have
entered into an Agreement and Plan of Merger dated as of March 8,
1996 (the "Merger Agreement") pursuant to which SGI will be
merged with and into Acquisition Sub, with Acquisition Sub
continuing as the surviving corporation under the name The
Sportsman's Guide, Inc. and as a wholly-owned subsidiary of Vista
(the "Merger").
The Merger Agreement, which was approved by the Board of
Directors of SGI, is expected to close by May 31, 1996 after all
of the conditions to the consummation of the transactions
contemplated thereby are met or waived.
The Merger Agreement is filed as an exhibit to this report
and is incorporated herein by reference. The description of the
Merger Agreement set forth herein does not purport to be complete
and is qualified in its entirety by the provisions of the Merger
Agreement.
Pursuant to the Merger Agreement, at the effective time of
the Merger, (i) each share of common stock, $.01 par value per
share, of SGI (the "SGI Common Stock") owned by any person who
beneficially owns 100,000 shares or more of SGI Common Stock and
who is a qualified investor (as provided below) (an "SGI Major
Shareholder") will be converted into the right to receive the
number of restricted shares of common stock, $.01 par value per
share, of Vista (the "Vista Common Stock") equal to the quotient
of $.18079 divided by 80% of the average of (a) $9.456 and (b)
the average closing sale price of Vista Common Stock as reported
by the NASDAQ/NMS for the ten consecutive trading days prior to
two days prior to the closing date of the Merger (the "Vista
Share Value"), (ii) each share of Series A Preferred Stock, $.01
par value per share, of SGI (the "SGI Preferred Stock") owned by
an SGI shareholder who is a qualified investor (an "SGI Preferred
Shareholder") will be converted into the right to receive the
number of restricted shares of Vista Common Stock equal to the
quotient of $4.2189 divided by the Vista Share Value and (iii)
each share of SGI Common Stock owned by any person who
beneficially owns fewer than 100,000 shares of SGI Common Stock
(an "SGI Minor Shareholder") will be converted into the right to
receive $.18079 in cash (without interest). Any SGI Major
Shareholder or SGI Preferred Shareholder who is not a qualified
investor will receive $.18079 and $4.2189 in cash, respectively,
for each share of SGI Common Stock and SGI Preferred Stock
converted in the Merger. No fractional shares of Vista Common
Stock will be issued in the Merger. Cash will be paid in lieu of
any fractional shares.
The shares of Vista Common Stock to be issued upon
consummation of the Merger will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or the
securities laws of any state and will be issued only to persons
who are qualified investors under Section 4(2) of the Securities
Act or Regulation D promulgated thereunder.
The Merger is subject to customary closing conditions,
including, without limitation, the receipt of required
shareholder approval of SGI; and the receipt of all necessary
governmental approvals and the making of all necessary
governmental filings, including the filing of the requisite
notification with the Federal Trade Commission and the Department
of Justice under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the expiration of the applicable waiting
periods thereunder. A meeting of SGI shareholders to vote upon
the transaction is expected to be held in May, 1996.
Pursuant to the Merger Agreement, SGI has agreed that, prior
to the closing, it will not engage in any practice, take any
action or enter into any transaction outside the ordinary course
of business consistent with past custom and practice. In
particular, SGI has agreed that it will not do any of the
following: (i) authorize or effect any change in its Articles of
Incorporation or Bylaws; (ii) grant any options, warrants or
other rights to purchase or obtain any of its capital stock or
issue, sell or otherwise dispose of any of its capital stock
(except upon the conversion or exercise of options, warrants and
other rights currently outstanding); (iii) declare, set aside or
pay any dividend or distribution with respect to its capital
stock (whether in cash or in kind), or redeem, repurchase or
otherwise acquire any of its capital stock in either case outside
the ordinary course of business; (iv) issue any note, bond or
other debt security or create, incur, assume or guarantee any
indebtedness for borrowed money or capitalized lease obligation
outside the ordinary course of business; (v) impose any mortgage,
pledge, lien, security interest or other encumbrance upon any of
its assets outside the ordinary course of business; (vi) make any
capital investment in, make any loan to, or acquire the
securities or assets of any other person outside the ordinary
course of business; (vii) make any change in employment terms for
any of its directors, officers and employees outside the ordinary
course of business; and (viii) commit to any of the foregoing.
The Merger Agreement may be terminated under certain
circumstances as stated therein. In the event SGI terminates the
Merger Agreement by accepting a third party offer, SGI shall pay
Vista a termination fee of $310,000 payable in same day funds
(which fee is inclusive of all of Vista's and Acquisition Sub's
out-of-pocket fees and expenses). In the event Vista and
Acquisition Sub terminate the Merger Agreement or otherwise fail
to consummate the Merger other than as a result of the failure of
SGI to satisfy each of the conditions precedent contained in the
Merger Agreement to the obligations of Vista and Acquisition Sub
to consummate the Merger, Vista and Acquisition Sub, jointly,
shall pay SGI a termination fee of $125,000 payable in same day
funds (which fee is exclusive of all of SGI's out-of-pocket fees
and expenses).
Item 7. Financial Statements and Exhibits
(c) Exhibits. The exhibit listed in the accompanying
Exhibit Index is filed as part of this Current Report on
Form 8-K.
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 SPORTSMAN'S GUIDE, INC.
March 22, 1996 Charles B. Lingen
Charles B. Lingen
Chief Financial Officer,
Vice President-Finance,
Treasurer and Secretary
Exhibit Index
2 Agreement and Plan of Merger dated as of March 8, 1996 by
and among Vista 2000, Inc., Vista Acquisition Subsidiary,
Inc. and The Sportsman's Guide, Inc.(1)
[FN]
(1) Certain of the schedules to this document are not being
filed herewith. The Registrant agrees to furnish
supplementally a copy of any such omitted schedule to the
Securities and Exchange Commission upon request.