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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 8, 2000
SWISS CHALET, INC.
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(Exact Name of Registrant as Specified in its Charter)
Commonwealth of Puerto Rico 0-2825 66-020-0307
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(State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
105 De Diego Avenue
Santurce, Puerto Rico 00911
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (787) 721-1200
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ITEM 5. OTHER EVENTS
Swiss Chalet, Inc. (the "Company") and SCI Acquisition Inc. ("SCI"), a
Puerto Rico corporation, entered into an Agreement and Plan of Merger dated as
of May 8, 2000 (the "Merger Agreement"). Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein, SCI will merge with and
into the Company (the "Merger"). The Merger will be pursuant to and have the
effects specified in the Puerto Rico General Corporation Law of 1995. At the
Effective Time (as such term is defined in the Merger Agreement), all the
issued and outstanding shares of common stock, no par value, of the Company
will be converted into the right to receive (i) an aggregate amount of
$17,700,000 or $12.63237227 per share in cash on account of the Merger; (ii)
the Extraordinary Distribution (as such term is defined in the Merger
Agreement) calculated on a per share basis; and (iii) any Contingency Escrow
Consideration (as such term is defined in the Merger Agreement) calculated on a
per share basis. At and after the Effective Date (as such term is defined in
the Merger Agreement), each share of SCI's common stock issued and outstanding
immediately prior to the Effective Date will remain an issued and outstanding
share of common stock of the surviving corporation and will not be affected by
the Merger.
The Merger is subject to various conditions set forth in the Merger
Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated
herein by reference. The foregoing description is qualified in its entirety by
reference to the full text of such exhibit.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Document
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2 Agreement and Plan of Merger, dated as of May 8,
2000, by and between Swiss Chalet, Inc. and SCI
Acquisitions Inc.
99 Press Release dated May 8, 2000.
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.
SWISS CHALET, INC.
Date: May 10, 2000 By: /s/ Peter Somech
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Peter Somech
Treasurer and Chief
Financial Officer
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INDEX OF EXHIBITS
Exhibit No. Description of Document
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2 Agreement and Plan of Merger, dated as of May 8,
2000, by and between Swiss Chalet, Inc. and SCI
Acquisitions Inc.
99 Press Release dated May 8, 2000.