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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 3, 2001
VSI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Georgia 1-12942 22-2135522
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
41000 Woodward Avenue, Bloomfield Hills, Michigan 48304-2263
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 644-0500
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REGULATION F-D DISCLOSURE
VSI Holdings, Inc. (AMEX: VIS) disclosed today that it has received a
letter from SPX Corporation (NYSE: SPW) to the effect that SPX intends to stand
on its previous notice of alleged breaches of the merger agreement with VISH and
to terminate the merger agreement, including withdrawal of the pending
registration statement filed with the Securities Exchange Commission.
On March 24, 2001, SPX and VSIH entered into a Merger Agreement
pursuant to which SPX would acquire VSIH. On May 8, 2001, SPX delivered a notice
to VSIH stating SPX's intention to terminate the agreement if certain conditions
were not reasonably cured or possible to cure. On the same date, VSIH announced
that it would investigate SPX's claims.
On June 28, 2001, VSIH notified SPX that VSIH's investigations
concluded that the claims in the SPX notice arose out of temporary changes in
VSIH's revenues and profits, specifically the temporary deterioration of VSIH's
business resulting from customer marketing budget cuts in response to the
industry-wide economic downturn, which the parties agreed in the merger
agreement would be disregarded in determining whether there was any "Company
Material Adverse Effect". SPX is therefore not entitled to terminate the merger
agreement on those bases. Accordingly, VSIH requested SPX to withdraw its notice
and to proceed to consummate the merger. VSIH also extended the closing deadline
set forth in the merger agreement and requested a meeting with SPX to discuss
the merger.
On July 2, 2001, SPX responded by letter to the effect that it
disagreed with VSIH's conclusions and that it intended to terminate the merger
agreement on the basis of its May 8th notice. SPX also indicated its willingness
to meet with VSIH to further consider evidence that its claims have been
resolved.
On July 13, 2001, representatives of VSIH and SPX met to discuss SPX's
claims, VSIH's conclusion that SPX is not entitled to terminate the agreement,
actions taken by VSIH in response to the industry downturn, and VSIH's request
that the parties proceed to close the merger. At the conclusion of that meeting
SPX advised VSIH that it would consider the information presented and get back
to VSIH in the near future. Not having any response from SPX, on July 27, 2001,
VSIH provided additional information to SPX and requested SPX to amend the
registration statement so that a meeting of the VSIH shareholders could be
called to consider approval of the merger agreement.
On August 3, 2001, SPX advised VSIH by letter that SPX intends to stand
on May 8th notice and to terminate the merger in its present form and withdraw
the pending registration statement filed with the Securities and Exchange
Commission.
VSIH intends to pursue its legal remedies against SPX for this willful
material breach of the Merger Agreement.
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Certain statements in this report and in the press release included as
an exhibit to this report are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbor
created thereby. These statements involve a number of risks, uncertainties, and
other factors including potential changes in market conditions that could cause
actual results to differ materially. Please refer to the Company's filings with
the Securities and Exchange Commission for a discussion of certain important
factors that relate to forward looking statements contained herein. Although the
Company believes that the expectations reflected in any such forward looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Reference Number Exhibit Description
99.1 *Press Release dated August 8, 2001
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* Filed herewith
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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.
VSI HOLDINGS, INC.
Date: August 6, 2001 By: /s/ Steve Toth, Jr.
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Name: Steve Toth, Jr.
Its: Chairman and CEO
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Exhibit Index
Exhibit No. Description
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99.1 Press Release dated August 8, 2001