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 31, 2004
SCHAWK, INC.
(Exact Name of Registrant as Specified in its Charter)
____________________________
DELAWARE 1-09335 36-2545354
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
1695 RIVER ROAD
DES PLAINES, IL 60018
(Address of principal executive offices) (Zip Code)
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 31, 2004, Schawk, Inc. (the "Company") and several
subsidiaries of the Company, Schawk UK Limited, a company registered under the
laws of England, Sokaris XXI, S.L., a Spanish private limited liability company,
and Schawk Belgium B.V.B.A., a Belgian limited liability company (collectively,
the "Schawk Subsidiaries"), entered into a Business Sale Deed (the "Agreement")
with Weir Holdings Limited, a company registered under the laws of England
("Weir Holdings"). Pursuant to the Agreement, which is attached hereto as
Exhibit 2.1 and incorporated herein by reference, the Schawk Subsidiaries
acquired all of the assets of Weir Holdings and its subsidiaries for a total
consideration of (pound)11,528,000 (approximately $22.1 million based on the
U.S. dollar/pound sterling exchange rate on December 31, 2004) (subject to
adjustment as described in the Agreement) and the assumption of certain
liabilities by the Schawk Subsidiaries, including certain trade payables and
other accrued liabilities of Weir Holdings, in the amount of approximately
(pound)2,250,000 (approximately $4.3 million based on the U.S. dollar/pound
sterling exchange rate on December 31, 2004).
Attached as Exhibit 99.1 is a copy of the press release relating to the
Agreement, which is incorporated herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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See the discussion in Item 1.01 hereof, which is incorporated herein by
reference.
ITEM 9.01(c). EXHIBITS.
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Exhibit 2.1 Business Sale Deed by and among Schawk, Inc., Schawk
UK Limited, Sokaris XXI, S.L., Schawk Belgium
B.V.B.A. and Weir Holdings Limited dated
December 31, 2004.
Exhibit 99.1 Press Release dated January 4, 2005.
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: January 6, 2005 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 Business Sale Deed by and among Schawk, Inc., Schawk UK Limited,
Sokaris XXI, S.L., Schawk Belgium B.V.B.A. and Weir Holdings Limited
dated December 31, 2004.
99.1 Press Release dated January 4, 2005.