SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 19, 1998
DIPLOMAT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22432 13-3727399
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
25 KAY FRIES DRIVE
STONY POINT, NY 10980
(Address of principal executive offices, including zip code)
(914) 786-5552
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 19, 1998, Diplomat Corporation (the "Company") completed the
acquisition of Lew Magram Ltd., a New York corporation ("Lew Magram"). The
acquisition was completed by a merger of Magram Acquisition Corporation, a
wholly-owned subsidiary of the Company, into Lew Magram, with Lew Magram being
the surviving entity. As consideration for the merger, the Company issued 95,000
shares of Series D Preferred Stock, which is convertible into an aggregate of
3,166,667 shares of the Company shares of the Company's common stock, and
250,000 shares of the Company's common stock.
Lew Magram is a direct-mail cataloger of women's fashion closing founded
approximately 50 years ago. Lew Magram currently operates from facilities
located in Teaneck, New Jersey and New York, New York.
The acquisition was pursuant to the Agreement and Plan of Merger dated
December 23, 1997 between Robert M. Rubin, Jay M. Kaplowitz, Irving Magram,
Warren Golden, Stephanie Sobel (being all of the stockholders of Lew Magram),
the Company, Magram Acquisition Corporation and Lew Magram.
Robert M. Rubin, Chairman of the Board of Directors and a principle
stockholder of the Company was a principle stockholder of Lew Magram, owned
approximately 45% of Lew Magram's capital stock on a fully-diluted basis. Jay M.
Kaplowitz, a principle of the Company's legal counsel owned approximately 5% of
Lew Magram's capital stock on a fully-diluted basis.
Effective on the closing of the acquisition, Warren Golden was appointed to
the Board of Directors of the Company. Mr. Golden was appointed as Chief
Operating Officer of the Company and will also maintain the title of Executive
Vice President of Lew Magram. Mr. Golden entered into a three year employment
agreement with the Company effective February 2, 1998.
Irving Magram was appointed as President of Lew Magram and Stephanie Sobel
was appointed as Senior Vice President of Merchandising. Each of Mr. Magram and
Ms. Sobel entered into a three employment agreement with Lew Magram which is
guaranteed by the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a),(b) Financial Statements. The financial statements required under Item 7 of
Form 8-K are not included in this initial report on Form 8-K. The Company shall
provide such financial statements by amendment within 60 days from the date that
this initial Form 8-K is filed with the Securities and Exchange Commission.
(c) Exhibits.
99.1 Agreement and Plan of Merger dated December 23, 1997 by and between
Diplomat Corporation, Lew Magram, Ltd., et al (incorporated by
reference to Diplomat Corporation Form 10-KSB filed January 13, 1998).
99.2 Amended and Restated Certificate of Designation of Diplomat Corporation
of Series D Preferred Stock.
99.3 Employment Agreement between Warren Golden and Diplomat Corporation
dated February 2, 1998.
99.4 Employment Agreement between Irving Magram and Lew Magram Ltd.
dated February 2, 1998.
99.5 Employment Agreement between Stephanie Sobel and Lew Magram Ltd.
dated February 2, 1998.
99.6 Lease Agreement between Franklin Associates and Lew Magram Ltd.
dated May 15, 1992.
99.7 Loan and Security Agreement by and between Congress Financial
Corporation and Lew Magram Ltd. dated August 13, 1996.
99.8 Press Release dated February 24, 1998
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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.
Dated: March 5, 1998
DIPLOMAT CORPORATION
By: /s/ JONATHAN ROSENBERG
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Jonathan Rosenberg
Chief Executive Officer
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INDEX TO EXHIBITS
NO. DESCRIPTION
99.1 Agreement and Plan of Merger dated December 23, 1997 by and between
Diplomat Corporation, Lew Magram, Ltd., et al (incorporated by
reference to Diplomat Corporation Form 10-KSB filed January 13, 1998).
99.2 Amended and Restated Certificate of Designation of Diplomat Corporation
of Series D Preferred Stock.
99.3 Employment Agreement between Warren Golden and Diplomat Corporation
dated February 2, 1998.
99.4 Employment Agreement between Irving Magram and Lew Magram Ltd. dated
February 2, 1998.
99.5 Employment Agreement between Stephanie Sobel and Lew Magram Ltd. dated
February 2, 1998.
99.6 Lease Agreement between Franklin Associates and Lew Magram Ltd. dated
May 15, 1992.
99.7 Loan and Security Agreement by and between Congress Financial
Corporation and Lew Magram Ltd. dated August 13, 1996.
99.8 Press Release dated February 24, 1998