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): September 24, 1998
CANDIE'S, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10593 11-2481903
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2975 Westchester Avenue, Purchase, New York 10577
(Address of principal executive officer) (zip code)
Registrant's telephone number,
including area code (914) 694-8600
(Former name or former address, if changed since the last Report)
Item 2. Acquisition or Disposition of Assets.
On September 24, 1998 (the "Closing"), the Registrant, through its wholly
owned subsidiary, Licensing Acquisition Corp. (the "Buyer") completed the
acquisition (the "Acquisition") of all of the outstanding shares (the "Shares")
of Michael Caruso & Co., Inc. ("Caruso") pursuant to the provisions of a Stock
Purchase Agreement dated September 24, 1998, (the "Purchase Agreement") by and
among the Registrant, the Buyer, Caruso, Michael Caruso, as Trustee of the
Claudio Trust and Gene Montesano. Caruso was a licensor of certain trademarks
relating to footwear products sold by the Registrant, which license was
terminated as of the Closing.
The purchase price for the Shares was $15,350,000 which was paid at the
Closing in 1,967,742 shares of common stock, $.001 par value, of the Registrant,
(each share being valued at $7.75), plus $100,000 in cash as set forth in the
Purchase Agreement. The transaction may be subject to adjustment based on the
closing sales price of the Registrant's common stock during the six month period
immediately following the Closing. Reference is made to the Purchase Agreement
and related documentation annexed hereto as Exhibits 2(a) through (c),
respectively, which contain a more detailed description of the terms of the
Acquisition the information contained in which is hereby incorporated by
reference in response to this Item.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial statements of business acquired.
The financial statements of Caruso as part of this Current Report on Form
8-K will be filed by amendment within sixty days of the due date of this initial
report.
(b) Pro forma financial information.
The pro forma financial information filed as part of this Current Report on
Form 8-K will be filed by amendment within sixty days of the due date of this
initial report.
(c) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K are listed in
the attached Index to Exhibits.
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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.
CANDIE'S, INC.
By /s/ David Golden
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David Golden
Senior Vice President,
Chief Financial Officer
Dated: October 8, 1998
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INDEX TO EXHIBITS
Exhibit Description
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2(a) - Stock Purchase Agreement dated as of
September 24, 1998.
2(b) - Escrow Agreement dated September 24,
1998.
2(c) - Registration Rights Agreement dated
September 24, 1998.
2(d) - List of Omitted Schedules/Exhibits
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