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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 2, 2002
(Date of earliest event reported)
EASYRIDERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-14509 33-0811505
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
28210 Dorothy Drive
Agoura Hills, California 91301
(818) 889-8740
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
J. Robert Fabregas, Chief Executive Officer and Chief Financial Officer
Easyriders, Inc.
28210 Dorothy Drive
Agoura Hills, California 91301
(818) 889-8740, ext. 548
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Item 2. Acquisition or Disposition of Assets.
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On May 2, 2002 an order was entered in the U.S. Bankruptcy Court providing
for the sale of substantially all of the assets of Easyriders, Inc. and its
wholly-owned subsidiary, Paisano Publications, Inc. (the "Debtors") to a new
entity formed by Joseph Teresi ("Buyer") and the compromise of claims by and
among Mr. Teresi, Nomura Holding America, Inc. ("Nomura") and the Debtors. Mr.
Teresi's new entity is Paisano Publications, LLC, a Delaware limited liability
company ("PPL"). Pursuant to such order, the asset sale in question closed on
the same day, May 2, 2002. Mr. Teresi is a major shareholder of Easyriders,
Inc., and is the former Chairman of the Board of Easyriders. He is also the
former Chairman and Chief Executive Officer of Paisano Publications, Inc.,
having resigned from all board and officer positions with the Debtors on April
19, 2002, as previously reported. For a complete description of Mr. Teresi's
relationship to the Debtors, please refer to the annual report on Form 10-K
filed with the SEC by Easyriders, Inc. on April 12, 2002, incorporated herein by
this reference.
The order of the Bankruptcy Court followed a hearing held on May 1, 2002,
at which time the court permitted PPL and Vintage Capital Group ("Vintage"), an
investment and venture capital firm based in Los Angeles, California, to bid on
the assets in a court-administered auction. Previously Mr. Teresi had entered
into an agreement with the Debtors and Nomura to purchase the assets of Debtors
for the sum of $5,250,000, and Vintage had made an offer to purchase the assets
for $6 million. Such offers differed, however, with respect to various
non-monetary terms and conditions. During the hearing, the parties agreed to
modify their offers to make them identical with respect to all non-monetary
terms and conditions, thus setting the stage for an actual auction. At the
conclusion of such auction, PPL emerged as the successful bidder for the price
of $12,300,000 in cash, of which on closing the sum of $11,320,000 was paid to
Nomura and $980,000 was paid to the bankruptcy estates of the Debtors. Pursuant
to the PPL asset purchase, the Debtors were allowed to keep 100% of the cash
accumulated subsequent to the filing of their Chapter 11 petitions on July 17,
2001, in the sum of $1,500,000. In addition, Mr. Teresi paid an additional
$75,000 to the bankruptcy estate of the Debtors in exchange for a release of any
and all claims against Mr. Teresi.
The debtors will now each pursue a liquidating plan of reorganization, the
purpose of which will be to administer all claims and effect distributions of
estate cash to creditors in the appropriate order of priority, and in the
amounts adjudicated through the claims administration process. Upon confirmation
of the Easyriders, Inc. plan, all shares and equity securities of the company
are expected to be cancelled.
Item 7. Exhibits.
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7.1 Order Approving (1) Asset Purchase Agreement, (2) the Sale of the
Debtor's Assets Free and Clear of all Liens, Claims and Interests, (3)
Compromising Controversies, and (4) Debtor's Assumption and Assignment of
Executory Contracts and Unexpired Leases.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
EASYRIDERS, INC.
By: /s/ J. Robert Fabregas
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Name: J. Robert Fabregas
Title: Chief Executive Officer
Chief Financial Officer
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