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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): April 12, 1996
CML GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-12628 04-2451745
(Commission File Number) (I.R.S. Employer Identification No.)
524 Main Street, Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)
(508) 264-4155
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 12, 1996, CML Group, Inc. (the "Company") sold all of the
outstanding capital stock of its Britches of Georgetowne, Inc. subsidiary
("BGI") and, directly or indirectly, all of the outstanding capital stock of the
subsidiaries of BGI (collectively, "Britches") to Britches Acquisition Corp. and
Damrack Company Limited (collectively, "Buyer"), pursuant to a Stock Purchase
Agreement dated as of April 11, 1996 (the "Purchase Agreement"), for an
aggregate cash purchase price of $13,400,000, subject to adjustment as described
below (the "Purchase Price").
The Purchase Price is subject to a dollar for dollar adjustment to the
extent that the working capital of Britches as of the Closing Date (as reflected
in the Closing Date balance sheet) differs from $12,555,000. The Purchase Price
is also subject to adjustment in the event that Britches is unable to retain
certain store leases. Approximately $1,300,000 is being held in escrow pending
the determination of the working capital as of the Closing Date, which is
expected to occur between 60 and 150 days after the Closing Date. An additional
approximately $600,000 also is being held in escrow to satisfy potential claims
which may arise from Britches' inability to retain certain store leases.
The foregoing description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Purchase Agreement which is attached hereto as Exhibit 2 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
2 Stock Purchase Agreement dated as of April 11, 1996 among
Britches of Georgetowne, Inc., CML Group, Inc., Britches
Acquisition Corp. and Damrak Company Limited.
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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 hereunto duly authorized.
Date: April 26, 1996 CML GROUP, INC.
(Registrant)
/s/ Glenn E. Davis
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By: Glenn E. Davis
Vice President, Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Page No.
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2 Stock Purchase Agreement dated as of
April 11, 1996 among Britches of
Georgetowne, Inc., CML Group, Inc.,
Britches Acquisition Corp. and Damrak
Company Limited
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