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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) APRIL 11, 1997
GARGOYLES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 0-21355 91-1247269
(STATE OF INCORPORATION) (COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
5866 SOUTH 194TH STREET
KENT, WASHINGTON 98032
(206) 872-6100
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On April 11, 1997, Gargoyles Acquisition Corporation, a newly formed
Washington corporation ("Purchaser") and wholly-owned subsidiary of
Gargoyles, Inc. ("Registrant") acquired substantially all the assets, and
assumed certain liabilities, of Sungold Enterprises, LTD., a New York
corporation ("Sungold"), pursuant to the terms of an Asset Purchase and
Sale Agreement dated April 10, 1997, by and between Sungold and its
shareholders and Purchaser (the "Agreement").
The purchased assets include tangible assets, contracts, warranties, books
and records, drawings and designs, leasehold interests, license agreements
and other intellectual properties including rights to the Sungold name.
Certain members of Sungold's management, including its president, were
hired by Purchaser and will continue to operate the Sungold sunglass
business from Sungold's facilities in Farmingdale, New York.
As consideration for the purchased assets, Purchaser paid $10,970,000 cash
at the closing and agreed to pay, subject to certain conditions,
additional amounts equal to 7.5% of Purchaser's net sales in excess of
$7 million in each of the calendar years ending December 31, 1997,
1998 and 1999.
The purchase price was paid with funds borrowed from U. S. Bank of
Washington, National Association under Registrant's long-term credit
facility. The purchase price will be allocated among the purchased
assets based on the fair value of the assets acquired and the obligations
assumed.
(b) Sungold was a sunglass design and distribution company with its principal
executive office in Farmingdale, New York. Sungold's plant and equipment
were used for designing and manufacturing sunglasses. Registrant intends
to continue using these in a similar manner.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)Financial Statements of Business Acquired.
It is impracticable for Registrant to provide the required Sungold
financial statements at this time. Such statements will be filed when they
are available. Registrant anticipates filing such statements on or about
June 25, 1997.
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(b) Pro Forma Financial Information.
It is impracticable for Registrant to provide pro forma financial
information at this time. Such statements will be filed when they are
available. Registrant anticipates filing such statements on or about June
25, 1997.
(c) Exhibits.
Exhibit
Number
2.1 Asset Purchase and Sale Agreement
99.1 Press Release of Registrant dated April 11, 1997
99.2 Press Release of Registrant dated March 10, 1997
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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.
GARGOYLES, INC.
Date: April 28, 1997 By: /s/ STEVEN R. KINGMA
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Steven R. Kingma
Vice President, Chief Financial
Officer, Secretary and Treasurer