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) August 4, 1995
--------------
NBI, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-9403 84-0645110
-------- ------ ----------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
1880 Industrial Circle, Suite F, Longmont, Colorado 80501
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 684-2700
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
I. On August 4, 1995, NBI, Inc. acquired 100% of the outstanding capital stock
of the Belle Vernon Motel Corporation for $2,430,000 in cash pursuant to a stock
purchase agreement with Romaine Gilmour and Rose B. Calderone, the sole
stockholders. The foregoing description of the stock purchase agreement is
subject to the terms of the actual agreement, a copy of which is attached as
exhibit 10.1 hereto and incorporated herein by reference.
The Belle Vernon Motel Corporation owns and operates an 81 room Holiday Inn in
Southwestern Pennsylvania. The primary assets held by the acquired corporation
consist of cash, accounts receivable, property and equipment.
The Registrant received approval as an authorized Holiday Inn franchisee prior
to the purchase transaction. The property and equipment acquired will continue
to be operated as a Holiday Inn Hotel.
The purchase price was determined based upon an analysis of historical and
projected net cash flow and was paid in cash from available current assets held
by the Registrant.
II. On August 14, 1995, American Glass, Inc., a recently formed, wholly-owned
subsidiary of NBI, Inc., closed on its purchase of a majority of the assets of
L.E. Smith Glass Company of Mount Pleasant, Pennsylvania, pursuant to an asset
purchase and sale agreement between Lawrence F. Ranallo, Trustee in Bankruptcy
of Pittsburgh Food & Beverage Company, Inc., L.E. Smith Glass Company and
American Glass, Inc. The foregoing description of the asset purchase and sale
agreement is subject to the terms of the actual agreement, a copy of which is
attached as Exhibit 10.2 hereto and incorporated herein by reference. L.E.
Smith Glass Company is a manufacturer of handmade fine glass giftware and
lighting fixtures and has been in business since 1907.
2
An involuntary bankruptcy petition had been filed against the parent company of
L.E. Smith Glass and a Chapter 11 trustee was appointed with the mandate to
sell the assets of the various subsidiaries. The sale of the assets of L.E.
Smith Glass Company to American Glass, Inc. was approved by an order of the
United States Bankruptcy Court in Pittsburgh, Pennsylvania on July 25, 1995
and closed on August 14, 1995, with the effective date being the close of
business on July 31, 1995.
The assets purchased consist primarily of accounts receivable, inventory,
property, plant and equipment, goodwill and other intangibles. The aggregate
contract purchase price of $5,875,745 was determined by the Registrant based
upon a multiple of historical net cash flow adjusted for nonrecurring items.
The contract purchase price was also based upon amounts reflected in L.E.
Smith Glass Company's March 31, 1995's audited financial statements and
included adjustments for i) the net change in accounts receivable and inventory
from April 1, 1995, through July 31, 1995, ii) the increase in fixed assets
relating to certain verifiable capital expenditures made during this time
period and iii) certain other items. The property, plant and equipment
acquired will continue to be used in the manufacture of handmade fine glass
giftware and lighting fixtures. The purchase price was paid through the
assumption of $3,508,190 of certain liabilities at July 31, 1995, cash and cash
proceeds from the liquidation of other current assets held by the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) & b) The filing of financial statements and pro forma financial information
within the fifteen day filing period is impractical. Therefore, the
Registrant will file such information by amendment. The Registrant
expects this information to be filed on or before September 28, 1995,
but in no event later than October 18, 1995.
c) i) Stock Purchase Agreement with Romaine Gilmour and Rose B. Calderone
dated August 4, 1995.
3
ii) Asset Purchase and Sale Agreement between Lawrence F. Ranallo, Trustee
in Bankruptcy of Pittsburgh Food & Beverage Company, Inc., L.E. Smith
Glass Company and American Glass, Inc. dated June 29, 1995.
EXHIBITS
10.1 Stock Purchase Agreement with Romaine Gilmour and Rose B. Calderone dated
August 4, 1995. The following exhibits to the Stock Purchase Agreement
have not been included with this filing but will be provided to the
Commission upon request:
i) Exhibit A - Legal Description of Property
ii) Exhibit B, Items 3 and 12 - Listing of additional leases,
licenses and contracts
iii) Exhibit C - Labor Contract between the Belle Vernon Motel
Corporation and the United Food and Commercial Workers
International Union, Local 23, dated November 1, 1992.
iv) Exhibit D - Employee Benefit Plans and Pension Plans: Total
Amendment and Restatement of the UFCW, Local 23 and Employers
Pension Plan effective January 1, 1989, adopted November 2, 1994.
10.2 Asset Purchase and Sale Agreement between Lawrence F. Ranallo, Trustee in
Bankruptcy of Pittsburgh Food & Beverage Company, Inc., L.E. Smith Glass
Company and American Glass, Inc. dated June 29, 1995. The following
exhibits to the Asset Purchase and Sale Agreement have not been included
with this filing but will be provided to the Commission upon request:
i) Exhibit A - Legal Description of Real Property
ii) Exhibit E - Financial Statements of L.E. Smith Glass Company dated
March 31, 1995
4
iii) Exhibit F - Insurance Policies and Bonds
iv) Exhibit G - Schedule 2.2 - Detailed Schedule of Assumed
Liabilities
v) Schedule 7.18 - Employee Benefit Plans
vi) Schedule 7.19 - Collective Bargaining Agreement between Smith and
the September 1, 1998.
5
SIGNATURES
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.
NBI, INC.
Dated: August 21, 1995 By: /s/ Marjorie A. Cogan
---------------------
Marjorie A. Cogan
As a duly authorized officer
Corporate Controller, Secretary
(Principal Financial and Accounting Officer)
6