1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): OCTOBER 11, 2000 SOVEREIGN SPECIALTY CHEMICALS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 333-39373 36-4176637 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 225 W. WASHINGTON ST. - STE. 2200, CHICAGO, ILLINOIS 60606 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 419-7100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Item 2. Acquisition of Assets On October 11, 2000, Sovereign Specialty Chemicals Inc, through its subsidiary Mini Crown Funding Corp., purchased 100% of the common stock of Imperial Adhesives, Inc. (Imperial), a subsidiary of NS Group, Inc. The cost of the acquisition was $26.75 million excluding transaction costs. The purchase was funded through a borrowing under the Company's Term A portion of its Revolving Credit Facility. The transaction will be accounted for as a purchase. Management is currently determining the allocation of the purchase price. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired The Company will file an amended Form 8-K within 60 days to include all required financial statements relative to the acquired business. (b) Pro forma Financial Information The Company will file an amended Form 8-K within 60 days to include all required pro forma financial information relative to the acquired business. (c) Exhibits Exhibit 99.1 Press Release of Sovereign Specialty Chemicals, Inc, dated October 12, 2000, regarding its acquisition of Imperial Adhesives, Inc. 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. SOVEREIGN SPECIALTY CHEMICALS, INC. (registrant) By: /s/ John R. Mellett ------------------------------------------ John R. Mellett Vice President and Chief Financial Officer Dated: October 26, 2000