SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) NOVEMBER 15, 1999
TRISTAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-13099 13-3129318
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
12500 SAN PEDRO AVENUE, SUITE 500, SAN ANTONIO, TEXAS 78216
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 402-2200
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 1999, Tristar Corporation, a Delaware corporation (the
"Company"), and its newly formed wholly owned subsidiary, Tristar USA, Inc., a
Delaware corporation ("Tristar USA"), entered into a Plan of Merger and
Acquisition Agreement dated effective November 1, 1999 (the "Acquisition
Agreement") with Fragrance Impressions Limited, a Connecticut corporation
("FIL"). FIL, headquartered in Bridgeport, Connecticut, is a privately held,
marketer and distributor of designer alternative fragrances, cosmetics and bath
and body products. Under the terms of the Acquisition Agreement, FIL was merged
into Tristar USA for consideration of approximately $3.7 million, which included
$350,000 in cash; interest bearing promissory notes in the aggregate principal
amount of approximately $3.0 million (the "Notes") and options to purchase up to
100,000 shares of common stock of the Company at a per share price of $5.82.
These payments to the stockholders of FIL were funded with proceeds from the
private placement of the Series C Senior Convertible Preferred Stock completed
in October 1999. The consideration paid by Tristar USA was arrived at through
negotiations between the Company, Tristar USA and FIL and was based on a variety
of factors, including without limitation, earnings and revenue, the value of
goodwill and the nature of the alternative designer fragrance, cosmetic and bath
and body products industry.
Also in connection with this acquisition, (i) Tristar USA entered into
employment agreements with four former employees of FIL; (ii) Tristar USA
assumed debt of FIL of approximately $3.2 million; (iii) Tristar USA paid debt
owed by FIL of approximately $3.0 million with funds borrowed under a credit
facility with its lender; (iv) the Company issued options to purchase up to
20,000 shares of common stock of the Company at a per share price of $5.82; (v)
Tristar USA and the Company, as co-makers, issued a promissory note in the
principal amount of $45,000 to a former stockholder of FIL; and (vi) Tristar USA
paid $240,000 in cash and the Company and Tristar USA, as co-makers, issued
promissory notes in the aggregate principal amount of $410,000 to certain former
employees of FIL. Additionally, the Acquisition Agreement provides that Tristar
USA will pay the former shareholders of FIL up to an aggregate of $645,000 in
cash if the gross sales of Tristar USA for the next two years exceed certain
targets set forth in the Acquisition Agreement, and provides if such gross sales
fail to meet certain targets during such two year period, the payments due under
certain of the Notes will be reduced up to an aggregate of $645,000. The
Acquisition Agreement also provides for possible cash payments to the former FIL
shareholders and/or reductions in the payments due under certain of the Notes
depending on the net sales of Tristar USA for the three month period ending
December 31, 1999, the net inventory of Tristar USA as of April 1, 2000, and the
realization of accounts receivable of Tristar USA as of April 1, 2000, as set
forth in the Acquisition Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
It is impractical to provide the required financial statements of FIL at
the time of filing this Report. It is anticipated that such financial statements
will be filed by amendment as soon as practicable but in no event later than 60
days following the date on which this Report must be filed.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial information
with respect to FIL at the time of filing this Report. It is anticipated that
such financial information will be filed by amendment as soon as practicable but
in no event later than 60 days following the date on which this Report must be
filed.
(c) Exhibit Index.
Exhibit 2.1 Plan of Merger and Acquisition Agreement dated effective
November 1, 1999, by and among Tristar Corporation,
Tristar USA, Inc. and Fragrance Impressions Limited
(filed herewith)
Exhibit 10.1 Form of Option Agreement between Tristar
Corporation and each of the former stockholders of
Fragrance Impressions Limited (filed herewith)
Exhibit 10.2 Employment Agreement dated November 10, 1999 between
Tristar USA, Inc. and Thomas E. McCann (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 thereunto duly authorized.
TRISTAR CORPORATION
By /s/ ROBERT M. VIOLA
Robert M. Viola
Senior Executive Vice President and
Chief Financial Officer
DATE: November 30, 1999
-3-