UNITED STATES
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): DECEMBER 17, 2004
SCHAWK, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 1-09335 36-2545354
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
1695 RIVER ROAD 60018
DES PLAINES, IL (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 827-9494
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On December 20, 2004, Schawk, Inc. (the "Company") announced that it
had entered into a Stock Purchase Agreement with Seven Worldwide, Inc. ("Seven
Worldwide"), KAGT Holdings, Inc. ("KAGT Holdings") and certain stockholders of
KAGT Holdings (the "Stockholders") (the "Agreement"). The Agreement, which is
attached hereto as Exhibit 2.1 and incorporated herein by reference, calls for
the Company to purchase all of the outstanding stock of KAGT Holdings, parent of
Seven Worldwide, for total consideration of $191 million (subject to adjustment
as described in the Agreement), consisting of $122.4 million in cash and 4
million shares of the Company's Class A common stock, par value $0.008 per
share. The shares of Company common stock to be issued at closing will not be
registered under the Securities Act of 1933, but will be entitled to
registration rights pursuant to the terms of a registration rights agreement to
be entered into at closing. Upon closing of the transaction, the Stockholders
also will be entitled to designate one member of the Company's Board of
Directors.
The consummation of the transactions contemplated by the Agreement is
subject to various closing conditions, as well as receipt of required approvals
and clearances and satisfaction of all waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Enterprise Act of
2002, as applicable, and is expected to close on January 31, 2005.
Attached as Exhibit 99.1 is a copy of the press release relating to the
Agreement, which is incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
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UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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See the discussion in Item 1.01 hereof, which is incorporated herein by
reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
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See the discussion in Item 1.01 hereof, which is incorporated herein by
reference. Upon consummation of the transactions contemplated by the Agreement,
the Company will issue 4,000,000 shares of the Company's Class A common stock,
par value $0.008 per share, to the Stockholders in a transaction not involving a
public offering pursuant to the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended.
ITEM 9.01(c). EXHIBITS.
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Exhibit 2.1 Stock Purchase Agreement by and among Schawk, Inc.,
Seven Worldwide, Inc., KAGT Holdings, Inc. and the
Stockholders of KAGT Holdings, Inc. dated as of
December 17, 2004.
Exhibit 99.1 Press Release dated December 20, 2004.
SIGNATURES
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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.
SCHAWK, INC.
Date: December 20, 2004 By: /s/ James J. Patterson
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James J. Patterson
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit
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2.1 Stock Purchase Agreement by and among Schawk, Inc., Seven Worldwide,
Inc., KAGT Holdings, Inc. and the Stockholders of KAGT Holdings, Inc.
dated as of December 17, 2004.
99.1 Press Release dated December 20, 2004.