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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):
JULY 3, 2001
STEINER LEISURE LIMITED
(Exact Name of Registrant as Specified in Charter)
COMMONWEALTH OF THE BAHAMAS 0-28972 98-0164731
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
SUITE 104A, SAFFREY SQUARE
NASSAU, THE BAHAMAS NOT APPLICABLE
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (242) 356-0006
N/A
(Former Name or Former Address; if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 3, 2001, Steiner Leisure Limited (Nasdaq: STNR)
("Steiner"), through two direct, wholly owned subsidiaries, purchased a 60%
equity interest in each of Mandara Spa LLC and Mandara Spa Asia Limited
(collectively referred to as "Mandara Spa"). Mandara Spa currently operates spas
in more than 50 locations worldwide, principally in Asia and the Pacific, the
United States and the Caribbean. Mandara Spa also provides spa services for
Silversea Cruises, Norwegian Cruise Line and Orient Lines.
Steiner paid $29.4 million in cash, $7.0 million in subordinated
debt and $8.0 million in Steiner Common Shares for the interest in Mandara Spa.
Steiner financed the acquisition through a credit facility entered into with ABN
AMRO Bank, N.A. and working capital.
Steiner acquired its interest in Mandara Spa's US operations from
entities controlled by business interests of the Pritzker Family and Thomas
Gottlieb, Mandara Spa's senior executive. Steiner acquired its interest in
Mandara Spa's Asia operations primarily from entities controlled by Thomas
Gottlieb and other founding shareholders. As part of the transaction, Gottlieb
and Mark Edleson, Mandara Spa senior executives, have entered into employment
agreements with Steiner calling for their continued employment in their current
capacities. Shiseido Co., Ltd., an international manufacturer of cosmetics and
personal care products remains, through its subsidiaries, a 40% interest holder
in Mandara Spa.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) To be filed by amendment no later than September 17,
2001.
(b) To be filed by amendment no later than September 17,
2001.
(c) Exhibits:
2.1 Membership Interest Purchase Agreement,
dated June 27, 2001, by and among the
Registrant, Steiner Spa Limited, SP Spas LLC
and Red Sail Spas, L.L.C. The Exhibits and
Disclosure Schedules have been omitted for
purposes of this filing.
2.2 Share Purchase Agreement, dated June 27,
2001, by and among the Registrant, Steiner
Spa Asia Limited, Sierra Pacific Investments
LLC, Pacific Century Capital Limited, Franky
Tjahyadikarta, Okie R. Lukita and Jeffrey
Matthews. The Exhibits and Disclosure
Schedules have been omitted for purposes of
this filing.
99.1 The press release of Registrant, dated June
27, 2001, announcing the Membership Interest
Purchase and the Share Purchase.
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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.
STEINER LEISURE LIMITED
By: /s/ CARL S. ST. PHILIP
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Carl S. St. Philip,
Chief Accounting Officer
July 18, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Membership Interest Purchase Agreement, dated June 27, 2001,
by and among the Registrant, Steiner Spa Limited, SP Spas LLC
and Red Sail Spas, L.L.C. The Exhibits and Disclosure
Schedules have been omitted for purposes of this filing.
2.2 Share Purchase Agreement, dated June 27, 2001, by and among
the Registrant, Steiner Spa Asia Limited, Sierra Pacific
Investments LLC, Pacific Century Capital Limited, Franky
Tjahyadikarta, Okie R. Lukita and Jeffrey Matthews. The
Exhibits and Disclosure Schedules have been omitted for
purposes of this filing.
99.1 The press release of Registrant, dated June 27, 2001,
announcing the Membership Interest Purchase and the Share
Purchase.
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