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):
May 7, 2002
Daisytek International Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25400 75-2421746
--------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1025 Central Expressway South, Suite 200
Allen, Texas 75013
(Address of Principal Executive Offices, including zip code)
(972) 881-4700
(Registrant's Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 7, 2002, Daisytek International Corporation
("Daisytek") issued a press release, included herewith as
Exhibit 99.1, announcing its intention to make a cash offer
for all of the ordinary share capital of ISA International plc
("ISA"), a pan-European distributor of computer supplies,
which indirectly owns 47% of Kingfield Heath Ltd., a
U.K.-based wholesaler of office products. The directors of ISA
intend to unanimously recommend Daisytek's proposed offer for
ISA, and as of May 7, 2002, ISA shareholders holding
approximately 56.5% of ISA's ordinary share capital have
irrevocably committed to accept the offer. ISA's current
market capitalization at the cash offer price of 7.5 pence (or
approximately $0.11) per ordinary share is $6.4 million. Under
the offer, ISA shareholders will also be offered a share
alternative in unregistered Daisytek common stock.
During September 2001, Daisytek invested 8.0 million
British pounds (or approximately $11.4 million) in preference
shares of ISA convertible into 50% plus one share of ISA at
Daisytek's option at any time over a period of five years.
Daisytek receives a quarterly variable rate cumulative
preferential dividend. ISA did not pay the preference dividend
due to Daisytek on April 1, 2002. Failure to pay a preference
dividend for more than 14 days after its due date constitutes
an event of default under ISA's articles of association,
unless waived by Daisytek. Daisytek had agreed to waive the
outstanding payment, but this agreement to waive expired on
May 6, 2002. As a result of this event of default, as of May
7, 2002, Daisytek is entitled to vote its preference shares on
an as-converted basis (50% plus one share) and to appoint to
the board of ISA a number of directors equivalent to 50%.
Because of Daisytek's ability to vote its preference
shares on an as-converted basis, entitling Daisytek to
majority voting control, and because the Company has received
irrevocable commitments from ISA shareholders holding
approximately 56.5% of ISA's ordinary share capital to accept
the intended offer, Daisytek has acquired control of ISA
effective as of May 7, 2002 and, accordingly, will use
consolidation accounting for its investment in ISA effective
May 7, 2002.
The announcement by Daisytek of its intention to make
an offer for ISA included herewith as Exhibit 99.1, which was
distributed in the United States, does not contain the full
text of the announcement released in the U.K. A copy of the
announcement released in the U.K. is included herewith as
Exhibit 99.2. Daisytek furnished the UK offer announcement to
the Securities and Exchange Commission on Form CB on May 8,
2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Historical financial statements for ISA will be provided by
amendment to this Current Report on Form 8-K within 75 days of
the date of this report.
(b) Pro Forma Financial Information.
Pro forma financial information reflecting the consolidation
of the results of ISA will be provided by amendment to this
Current Report on Form 8-K within 75 days of the date of this
report.
(c) Exhibits.
99.1 Press Release dated May 7, 2002.
99.2 U.K. Offer Announcement dated May 7, 2002.
SIGNATURE
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.
DAISYTEK INTERNATIONAL CORPORATION
By: /s/ RALPH MITCHELL
-----------------------------------------
Ralph Mitchell
Chief Financial Officer,
Executive Vice President - Finance
Dated: May 22, 2002
Index to Exhibits
<Table>
<Caption>
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated May 7, 2002.
99.2 U.K. Offer Announcement dated May 7, 2002.
</Table>