SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 on Form 8-K/A to
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): July 31, 2002
NAVARRE CORPORATION
(Exact name of Registrant as specified in its charter)
MINNESOTA 0-22982 41-1704319
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7400 49TH AVENUE NORTH, NEW HOPE, MN 55428
(Address of principal executive offices)
Registrant's telephone number, including area code: (763) 535-8333
Items 1, 3, 4, 5, 6, 8 and 9 are not applicable and are therefore omitted.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
We acquired the primary assets of Encore Software, Inc. ("Encore") from the
United States Bankruptcy Court for the Central District of California pursuant
to an Amended and Restated Asset Purchase Agreement between the Company and
Encore effective as of July 10, 2002, as amended by amendment No. 1 to the
Agreement effective as of July 31, 2002 (collectively, the "Purchase
Agreement"). Pursuant to the Purchase Agreement, we paid approximately $7.4
million in cash and agreed to pay or assumed $2.1 million in debt, which
includes Encore's debt to Comerica Bank in the amount of approximately $1.6
million and is secured by the assets of Encore. The $2.1 million in debt does
not include a note for $650,000 that was contingent upon Sony's approval for
Encore to manufacture the PS2 version of Dragon's Lair by no later then October
17, 2002. Approval was not received by that date and therefore Navarre has no
further obligation on that $650,000 note.
We are filing this From 8-K/A to provide the historical financial statements of
Encore Software, Inc and the pro forma financial information required by Item 7
of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Exhibit 99.1 filed herewith contains the following financial statements of
Encore Software, Inc. as required by and for the periods specified in Rule
3-05(b) of Regulation S-X.
Encore Software, Inc.
Report of Independent Auditors
Financial Statements
Balance Sheets, December 31, 2000 and 2001
Statements of Operations, Years Ended December 31, 1999, 2000 and 2001
Statements of Stockholders' Equity (Deficit), Years Ended December 31,
1999, 2000 and 2001
Statements of Cash Flows, Years Ended December 31, 1999, 2000 and 2001
Notes to Financial Statements, December 31, 1999, 2000 and 2001
b) Pro Forma Financial Information
Exhibit 99.2 filed herewith contains the following pro forma financial
information as required by and for the periods specified in Article 11 of
Regulation S-X:
Unaudited Pro Forma Combined Statement of Operations which combines the audited
consolidated results of Navarre Corporation for the year ended March 31, 2002,
with the audited consolidated results of Encore Software, Inc. for the year
ended December 31, 2001, along with a description of the related pro forma
adjustments.
Unaudited Pro Forma Combined Statement of Operations which combines the
unaudited consolidated results of Navarre Corporation for the six months ended
September 30, 2002, with the unaudited consolidated results of Encore Software,
Inc. for the four months ended April 30, 2002, along with a description of the
related pro forma adjustments. The unaudited consolidated results of Navarre
Corporation for the six months ended September 30, 2002 reflect the actual
results of Encore for the two months subsequent to its acquisition.
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c) Exhibits
23.1 Consent of KPMG, LLP
99.1 Filed herewith contains the following financial statements of Encore
Software, Inc. as required by and for the periods specified in Rule 3-05(b) of
Regulation S-X.
Encore Software, Inc.
Report of Independent Auditors
Financial Statements
Balance Sheets, December 31, 2000 and 2001
Statements of Operations, Years Ended December 31, 1999, 2000 and 2001
Statements of Stockholders' Equity (Deficit), Years Ended December 31,
1999, 2000 and 2001
Statements of Cash Flows, Years Ended December 31, 1999, 2000 and 2001
Notes to Financial Statements, December 31, 1999, 2000 and 2001
99.2 Filed herewith contains the following pro forma financial information as
required by and for the periods specified in Article 11 of Regulation S-X:
Unaudited Pro Forma Combined Statement of Operations which combines the audited
consolidated results of Navarre Corporation for the year ended March 31, 2002,
with the audited consolidated results of Encore Software, Inc. for the year
ended December 31, 2001, along with a description of the related pro forma
adjustments.
Unaudited Pro Forma Combined Statement of Operations which combines the
unaudited consolidated results of Navarre Corporation for the six months ended
September 30, 2002, with the unaudited consolidated results of Encore Software,
Inc. for the four months ended April 30, 2002, along with a description of the
related pro forma adjustments. The unaudited consolidated results of Navarre
Corporation for the six months ended September 30, 2002 reflect the actual
results of Encore for the two months subsequent to its acquisition.
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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, thereunto duly authorized.
NAVARRE CORPORATION
By: /s/ Eric H. Paulson
---------------------------------
Eric H. Paulson
Chairman of the Board, President
and Chief Executive Officer
Dated: December 4, 2002
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