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): March 23, 1996
EGGHEAD, INC.
(Exact name of each registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
0-16930
(Commission File Number)
91-1296187
(IRS Employer Identification No.)
22705 East Mission, Liberty Lake, WA 99019
(Address of principal executive offices) (Zip Code)
(509) 922-7031
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
Exhibit Index is at Page 4
ITEM 5. OTHER EVENTS
On March 23, 1996, Egghead, Inc. (Nasdaq: EGGS), a Washington
corporation (the "Company"), entered into a definitive asset purchase
agreement (the "Purchase Agreement") to sell its Corporate, Government, and
Education ("CGE") division to Software Spectrum, Inc. (Nasdaq: SSPE) for $45
million in cash. For fiscal 1995, the CGE division generated revenues of
$429 million, or 50% of the Company's total revenues of $863 million. For
the first nine months of fiscal 1996, CGE had revenues of $275 million, or
47% of the Company's total revenues of $582 million.
Under the Purchase Agreement, the Company will sell substantially all
the assets relating to its CGE business other than the accounts receivable
and inventory. Software Spectrum has agreed to collect the receivables on the
Company's behalf and, after a 150-day collection period, will purchase the
remaining receivables at either a negotiated or an appraised price. In order
to facilitate the transition of the CGE business to Software Spectrum, the
Company has agreed to provide order fulfillment services for the CGE business
for a 120-day period and certain other transitional services. As part of the
Purchase Agreement, Software Spectrum will lease the Company's Call Center
facility in Liberty Lake, Washington for a three-year period, subject to
renewal, and will offer employment to certain of the employees of the CGE
business.
Consummation of the transaction is subject to Hart-Scott-Rodino review
and other customary closing conditions, including a condition that revenues for
the CGE division shall not decline more than 20% in the aggregate for the months
of March and April 1996 combined or any single month after April 1996 from the
corresponding period in the prior year. The closing is expected to occur by May
31, 1996. Neither company's shareholders are required to approve the
transaction.
The Purchase Agreement and the press release issued in connection with
the signing of the Purchase Agreement are filed as exhibits to this report and
are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
-------------- ------------
2.1 Asset Purchase Agreement by and among Software
Spectrum, Inc., Egghead, Inc. and DJ&J Software
Corporation dated as of March 23, 1996, with
exhibits 4.11 and 4.12.
99.1 Press release issued by the Company on March 25,
1996.
Page 2
SIGNATURE
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.
EGGHEAD, INC.
By: /s/ Brian Bender
---------------------------
Brian Bender
Chief Financial Officer
Dated: March 25, 1996
Page 3
EXHIBIT INDEX
Exhibit Number Description
- ------------- -----------
2.1 Asset Purchase Agreement by and among Software Spectrum,
Inc., Egghead, Inc. and DJ&J Software Corporation dated as
of March 23, 1996, with exhibits 4.11 and 4.12.
99.1 Press release issued by the Company on March 25, 1996.
Page 4