UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 27, 2005
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
DES PLAINES, IL
(Address of principal 60018
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))
This report amends the Current Report on Form 8-K filed by Schawk,
Inc., a Delaware corporation (the "Company"), on February 2, 2005, to report,
among other items, the completion of its acquisition of all of the outstanding
stock of Seven Worldwide Holdings, Inc. (formerly known as KAGT Holdings, Inc.),
parent of Seven Worldwide, Inc. (the "Seven Worldwide Acquisition"). The Seven
Worldwide Acquisition was effective as of January 31, 2005. As permitted under
Item 9.01 and as indicated in the earlier report, this Form 8-K/A is being filed
solely to amend Items 9.01(a) and (b) of the previously filed Form 8-K to
provide the required historical and pro forma financial information which was
not available at the time of the earlier filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
1. The audited consolidated balance sheet of Seven Worldwide
Holdings, Inc. (formerly known as KAGT Holdings, Inc.) as of
December 31, 2004 and 2003, the related consolidated
statements of operations and cash flows for the year ended
December 31, 2004 and the periods October 10, 2003 through
December 31, 2003 and June 2, 2003 through October 9, 2003,
and the consolidated statements of stockholders' equity for
the year ended December 31, 2004 and the period June 2, 2003
through December 31, 2003, and the notes to the consolidated
financial statements together with the report thereon of
Deloitte & Touche LLP are attached hereto as Exhibit 99.2 and
incorporated herein by reference.
2. The audited consolidated balance sheets of Seven Worldwide,
Inc. (formerly known as Applied Graphics Technologies, Inc.)
as of October 9, 2003 and December 31, 2002, the related
consolidated statements of operations and cash flows for the
period January 1, 2003 through October 9, 2003, and the year
ended December 31, 2002, and the consolidated statement of
stockholders' deficit for the period January 1, 2003 through
October 9, 2003, and the year ended December 31, 2002, and the
notes to the consolidated financial statements together with
the report thereon of Deloitte & Touche LLP are attached
hereto as Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statement of operations
for the year ended December 31, 2004 and the unaudited pro forma
condensed combined balance sheet as of December 31, 2004 are
attached hereto as Exhibit 99.3 and incorporated herein by
reference.
(c) Exhibits.
Exhibit 10.1 Amended and Restated Registration Rights
Agreement, dated as of January 31, 2005, among
Schawk, Inc. and certain principal stockholders of
Schawk, Inc.**
Exhibit 10.2 Registration Rights Agreement, dated as of
January 31, 2005, among Schawk, Inc., certain
principal stockholders of Schawk, Inc. and certain
stockholders of KAGT Holdings, Inc.**
Exhibit 10.3 Governance Rights Agreement, dated as of January
31, 2005, among Schawk, Inc., certain principal
stockholders of Schawk, Inc. and certain stockholders
of KAGT Holdings, Inc.**
Exhibit 10.4 Credit Agreement, dated as of January 28, 2005,
among Schawk, Inc., certain subsidiaries of Schawk,
Inc. from time to time party thereto, certain
financial
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institutions from time to time party thereto as
lenders, and JPMorgan Chase Bank, N.A., as agent.**
Exhibit 10.5 Note Purchase and Private Shelf Agreement, dated as
of January 28, 2005, among Schawk, Inc., Prudential
Investment Management, Inc., The Prudential Insurance
Company of America, and RGA Reinsurance Company.**
Exhibit 10.6 First Amendment to Note Purchase Agreement, dated as
of January 28, 2005, among Schawk, Inc. and the
institutional purchasers party thereto.**
Exhibit 23.1 Consent of Deloitte & Touche LLP.*
Exhibit 23.2 Consent of Deloitte & Touche LLP.*
Exhibit 99.1 Press Release dated February 1, 2005.**
Exhibit 99.2 Seven Worldwide Holdings, Inc. and Seven Worldwide,
Inc. financial statements*
Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial
Information*
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* Filed herewith.
** Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated January 27, 2005 and incorporated herein by reference.
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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: April 18, 2005 By: /s/ James J. Patterson
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James J. Patterson
Senior Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
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Exhibit
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10.1 Amended and Restated Registration Rights Agreement, dated as
of January 31, 2005, among Schawk, Inc. and certain principal
stockholders of Schawk, Inc. **
10.2 Registration Rights Agreement, dated as of January 31, 2005,
among Schawk, Inc., certain principal stockholders of Schawk,
Inc. and certain stockholders of KAGT Holdings, Inc.**
10.3 Governance Rights Agreement, dated as of January 31, 2005,
among Schawk, Inc., certain principal stockholders of Schawk,
Inc. and certain stockholders of KAGT Holdings, Inc.**
10.4 Credit Agreement, dated as of January 28, 2005, among Schawk,
Inc., certain subsidiaries of Schawk, Inc. from time to time
party thereto, certain financial institutions from time to
time party thereto as lenders, and JPMorgan Chase Bank, N.A.,
as agent.**
10.5 Note Purchase and Private Shelf Agreement, dated as of January
28, 2005, among Schawk, Inc., Prudential Investment
Management, Inc., The Prudential Insurance Company of America,
and RGA Reinsurance Company.**
10.6 First Amendment to Note Purchase Agreement, dated as of
January 28, 2005, among Schawk, Inc. and the institutional
purchasers party thereto.**
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Deloitte & Touche LLP.*
99.1 Press Release dated February 1, 2005.**
99.2 Seven Worldwide Holdings, Inc. and Seven Worldwide, Inc.
financial statements*
99.3 Unaudited Pro Forma Condensed Combined Financial Information*
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* Filed herewith.
** Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated January 27, 2005 and incorporated herein by reference.
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