SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 21, 1997
(Date of earliest event reported)
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SMART CHOICE AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida 1-14082 59-1469577
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation or
organization)
5200 South Washington Avenue, Titusville, Florida 32780
(Address of principal executive offices, zip code)
(407) 269-9680
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On August 21, 1997, Smart Choice Automotive Group, Inc. (the "Registrant")
purchased the assets of Jack Winters Enterprises, Inc. These assets consisted of
a retail automobile dealership located in Stuart, Florida for Volvo automobiles
and other consumer vehicles. The business is being operated by First Choice
Stuart 2, a 100% owned subsidiary of the Registrant. As consideration for the
assets acquired, the Registrant (i) paid the seller cash of $442,500; (ii)
issued the seller 18,322 shares of the Registrant's Common Stock; (iii) executed
two promissory notes, one in the amount of $900,000 payable on or before March
19, 1998 to Jack Winters Enterprises, Inc. d/b/a Motorcars of Stuart and Jack
Winters, an individual, and F. Craig Clements, an individual, which accrues
interest at the rate of ten percent per annum; and, a second note in the amount
of $300,000 payable on or before September 27, 1997 to the same payees, which
accrues interest at the rate of nine percent per annum; and, (iv) agreed to
issue additional shares if certain events occurred. In addition, the Registrant
assumed certain trade payables and other ordinary business indebtedness of the
Sellers. The amount of consideration paid by the Registrant for the assets of
the Sellers was determined through arms' length negotiations between
representatives of the Registrant and the Sellers.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of the acquired business will be provided within
the next sixty (60) days as an amendment to this filing.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet and
income statement of the Registrant, will be provided within the
next sixty (60) days as an amendment to this filing.
(c) Exhibit Description
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10.1 $900,000 Promissory Note dated August 20,
1997 by First Choice Auto Finance, Inc.
("First Choice").
10.2 $300,000 Promissory Note dated August 20,
1997 by First Choice Auto Finance, Inc.
("First Choice").
SIGNATURES
Pursuant to the requirement 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.
SMART CHOICE AUTOMOTIVE GROUP, INC.
(Registrant)
Date: September 5, 1997 By: /s/ Gary R. Smith
Gary R. Smith
President and Chief Executive Officer