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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:
JUNE 9, 1997
(Date of Earliest Event Reported)
CYRK, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-21878 04-3081657
(Commission File Number) (I.R.S. Employer Identification No.)
3 POND ROAD, GLOUCESTER, MA 01930
(Address of Principal Executive Offices)
(Zip Code)
(508) 283-5800
(Registrant's Telephone Number, Including Area Code)
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Item 2: Acquisition or Disposition of Assets
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On June 9, 1997, the registrant acquired all of the issued and
outstanding capital stock of Simon Marketing, Inc., a Nevada corporation
("Simon") by means of the merger of Simon with and into SMI Merger, Inc.
("SMI"), a wholly-owned subsidiary of the registrant, with SMI being the
surviving corporation. The aggregate consideration paid to Allan Brown and Eric
Stanton, the holders of all of the issued and outstanding Simon common stock
prior to the merger, consisted of $45,000,000, composed or (i) $25,000,000 in
cash and (ii) 1,840,138 shares of the registrant's common stock. If certain
performance targets are achieved an additional $5,000,00 may be paid to Allan
Brown and Eric Stanton in the form of shares of the registrant's common stock.
$3,350,000 was paid to other equity holders and key employees of Simon at
closing. An additional $9,600,000 will be paid to such persons within four
years of the closing of which $5,100,000 is to be paid in cash and $4,500,000
in the form of shares of the registrant's common stock. The purchase price was
determined as a result of negotiations between the registrant and Simon. The
cash portion of the purchase price was funded out of the registrant's working
capital.
The Agreement and Plan of Merger pursuant to which Simon was merged with
and into SMI is attached as an exhibit hereto. Also attached hereto as exhibits
are (i) a shareholders agreement by and among the registrant, Eric Stanton,
Allan Brown, Gregory Shlopak and Patrick Brady and (ii) a registration rights
agreement by and among the registrant, Eric Stanton and Allan Brown.
Simon is a Los Angeles based global promotion agency founded in 1976
with 450 employees in the United States, Canada, Europe and Asia. Its clients
include McDonald's,
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Blockbuster Entertainment and Chevron. Allan Brown will remain the Chief
Executive Officer of Simon and at his request shall be appointed to the
registrant's board of directors at a date not later than January 1, 1998.
Additionally, Eric Stanton has the right to be appointed to the registrant's
board of directors at his request.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
To be filed by amendment within 60 days of the date hereof
pursuant to Item 7 of Form 8-K.
(b) Pro Forma Financial Information
To be filed by amendment within 60 days of the date hereof
pursuant to Item 7 of Form 8-K.
(c) Exhibits
Exhibit A Agreement and Plan of Merger, dated May 7,
1997, by and among the registrant, SMI Merger,
Inc., Simon Marketing, Inc., Allan Brown and
Eric Stanton.
Exhibit B Shareholders Agreement, dated June 9, 1997, by
and among the registrant, Patrick D. Brady,
Gregory P. Shlopak, Allan Brown and Eric
Stanton.
Exhibit C Registration Rights Agreement, dated June 9,
1997, by and among the registrant, Allan
Brown and Eric Stanton.
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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.
CYRK, INC.
By: /s/ Dominic F. Mammola
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Dominic F. Mammola
Chief Financial Officer
Date: June 24, 1997
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