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): May 13, 1996
EGGHEAD, INC.
(Exact name of 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 5
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 13, 1996, Egghead, Inc., a Washington corporation ("Egghead"),
closed the sale of its Corporate, Government, and Education ("CGE") division to
Software Spectrum, Inc. ("Software Spectrum") for $45 million in cash pursuant
to the terms of an asset purchase agreement, as amended (the "Purchase
Agreement"). Egghead and Software Spectrum also entered into a Fulfillment
Agreement and a Call Center Lease relating to the provision of certain support
services by Egghead to Software Spectrum and to the lease of Egghead's facility
used by the CGE Division.
The consideration for the transaction was determined in arm's-length
negotiations between Egghead and Software Spectrum.
The Purchase Agreement, the Fulfillment Agreement, the Call Center Lease
and the press release issued in connection with the closing of the sale of the
CGE division are filed as exhibits to this report and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
It is impracticable to provide the pro forma financial information
required by Item 7(b) at this time. Such pro forma financial information will
be filed by amendment as soon as practicable.
(c) Exhibits
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.
2.2 First Amendment to Asset Purchase Agreement by and
among Software Spectrum, Inc., Egghead, Inc. and DJ&J
Software Corporation dated as of May 13, 1996.
99.1 Press release issued by Egghead, Inc. on May 14, 1996.
Page 2
99.2 Press release issued by Egghead, Inc. on May 15, 1996.
99.3 Fulfillment Agreement by and among Software Spectrum,
Inc., Egghead, Inc. and DJ&J Software Corporation
dated as of May 13, 1996.
99.4 Call Center Lease between DJ&J Software Corporation
d/b/a Egghead and Software Spectrum, Inc. dated as of
May 13, 1996.
________________
*Incorporated by reference from Exhibit 2.1 filed with Egghead's report on
Form 8-K dated March 23, 1996.
Page 3
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/ EDWARD S. WOZNIAK
-------------------------------------
Edward S. Wozniak
Vice President and Chief Financial
Officer
Dated: May 23, 1996
Page 4
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.
2.2 First Amendment to Asset Purchase Agreement by and among
Software Spectrum, Inc., Egghead, Inc. and DJ&J Software
Corporation dated as of May 13, 1996.
99.1 Press release issued by Egghead, Inc. on May 14, 1996.
99.2 Press release issued by Egghead, Inc. on May 15, 1996.
99.3 Fulfillment Agreement by and among Software Spectrum, Inc.,
Egghead, Inc. and DJ&J Software Corporation dated as of May 13,
1996.
99.4 Call Center Lease between DJ&J Software Corporation d/b/a
Egghead and Software Spectrum, Inc. dated as of May 13, 1996.
______________________
*Incorporated by reference from Exhibit 2.1 filed with Egghead's report on
Form 8-K dated March 23, 1996.
Page 5