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) December 17, 1996
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Master Glazier's Karate International, Inc.,
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(Exact name of registrant as specified in its charter)
Delaware 0-23236 22-3234110
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Formation)
377 Hoes Avenue, Piscataway, New Jersey 08854
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 981-0077
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(Former name or former address, if changes since last report)
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Item 5. Other Events.
On December 17, 1996 and January 10, 1997 the Company through its wholly
owned subsidiaries entered into Asset Purchase Agreements (the "Purchase
Agreements")with affiliates of UAK Management, Inc.(the "Purchasers") relating
to the sale of substantially all of the assets of five (5) of the Company's
wholly owned subsidiaries, which currently own and operate five (5) karate
centers in New York and New Jersey (the "Karate Centers"). Pending the
successful completion of this transaction, the Purchasers will own and operate
the Karate Centers under the trade name "Tiger Schulmann's Karate", a trademark
of UAK Management, Inc. ("Tiger Schulmann").
Upon the terms and subject to the conditions of the Purchase Agreements,
effective on the Closing Date, (i) the Company and the Subsidiaries will sell
and transfer, and the Purchasers will purchase and acquire, substantially all of
the assets of the Karate Centers and (ii) the Company and the Subsidiaries will
transfer and assign to the Purchasers, and the Purchasers will assume and agree
to pay, perform and discharge (to the extent not paid, performed or discharged
prior to the Closing Date) the certain liabilities, including the lease
obligation with respect to the Karate Centers.
In consideration for the purchase of the Assets, the Purchasers will pay
to the Company an aggregate of $505,000 at the Closing, consisting of $225,000
in cash (the "Cash") and an aggregate of $280,000 in three promissory notes (the
"Notes") (the Cash and Notes are hereinafter referred to collectively as the
"Purchase Price"), and will assume all of the Assumed Liabilities. The Purchase
Price was determined by negotiation between the Company and the Purchasers.
The Notes are in the aggregate principal amount of $280,000 and do not
bear interest. The Notes are to be repaid in equal monthly installments over a
thirty (30) month period. The Company and the Subsidiaries will receive a
security interest in all the Assets being transferred to the Purchasers pursuant
to the Purchase Agreements as collateral for the obligations set forth in the
Notes. As the repayment of the Notes is secured by all assets being transferred
to the Purchasers, the repayment of two of the Notes is personally guaranteed by
Daniel Schulmann, President of UAK Managment, Inc.
The closing of the proposed transaction (the "Closing") is subject to the
satisfaction of certain conditions including the approval of the Registrant's
stockholders. It is anticipated that the Closing will occur on or before March
31, 1997, unless extended by the Company to no later than May 31, 1997. Pending
the Closing, the parties entered into an Operating Agreement pursuant to which
the affiliates of Tiger Schulmann will operate the Karate Centers.
Item 7. Financial Statements and Exhibits.
b) Pro Forma Financial Statements- to follow upon the Closing of the
transactions contemplated by the
Asset Purchase Agreements signed
by the Company.
c) Exhibits
Exhibit No. Document
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(a) Press Release by Master Glazier's Karate International, Inc.
(b) Asset Purchase Agreement, dated December 17, 1996, by and between
Hicksville Karate, Inc. and Central Nassau Karate,Inc.
(c) Asset Purchase Agreement, dated December 17, 1996, by and between
Paramus Karate, Inc. and Central Bergen Karate, Inc.
(d) Asset Purchase Agreement, dated December 17, 1996, by and between
Ramsey Karate Center, Inc. and Northern Bergen Karate, Inc.
(e) Asset Purchase Agreement, dated December 17, 1996, by and between
Hackensack Karate, Inc. and Southern Bergen Karate, Inc.
(f) Asset Purchase Agreement, dated January 10, 1997, by and between
Great Neck Karate, Inc. and Northern Nassau Karate, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.
MASTER GLAZIER'S KARATE INTERNATIONAL, INC.
By: /s/ Mark Glazier
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Mark Glazier
President
Dated: January 16, 1997
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