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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 12, 2001
STEINER LEISURE LIMITED
(Exact Name of Registrant as Specified in Charter)
COMMONWEALTH OF THE BAHAMAS 0-28972 98-0164731
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
SUITE 104A, SAFFREY SQUARE
NASSAU, THE BAHAMAS NOT APPLICABLE
(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 12, 2001, Steiner Leisure Limited (Nasdaq: STNR)
("Steiner"), through a wholly owned subsidiary, purchased substantially all of
the assets (the "Greenhouse Assets") of each of Birmingham Day Spa, LLC, 57th
Street Day Spa, LLC, GH Day Spas, Inc. and GH Day Spa Second Street, LLC, and
substantially all of the intellectual property owned by The Greenhouse Spa,
Inc., which assets, collectively, constitute a chain of eleven luxury day spas
located at various locations within the United States, including New York City,
Beverly Hills, Greenwich, Connecticut and Troy, Michigan (the "Acquisition").
The Acquisition was consummated pursuant to that certain Asset Purchase
Agreement dated April 30, 2001 (the "Agreement"), as amended by that certain
Amendment No. 1 on June 1, 2001 (the "Amendment"). The Agreement and the
Amendment are included as Exhibits 2.1 and 2.2 hereto, respectively, and are
incorporated herein by reference.
Steiner paid $24.8 million in cash and $3.0 million in Steiner
common shares for the Greenhouse Assets. In addition, $3.0 million of, and
200,000 options in, Steiner common shares can be earned by the sellers if
certain EBITDA thresholds are obtained. Steiner financed the acquisition through
a credit facility entered into with ABN AMRO Bank, N.A. and working capital. The
purchase price for the Greenhouse Assets was determined through arms' length
negotiation between the parties. Prior to the execution of the Agreement,
Steiner had no material relationship with any of the parties thereto.
Gerald Katzoff, the senior executive of the entities which sold
the Greenhouse Assets to Steiner, continues to be involved in the operations of
the Greenhouse Day Spas. In addition, Steiner has licensed the right to use the
"Greenhouse" name to The Greenhouse Spa, Inc., an entity controlled by Mr.
Katzoff's family, which will continue to operate the Greenhouse luxury
destination spa in Arlington, Texas, which was excluded from this transaction.
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 25,
2001.
(b) To be filed by amendment no later than September 25,
2001.
(c) Exhibits:
2.1 Asset Purchase Agreement, dated April 30,
2001, by and among Greenhouse Day Spa Group,
Inc., Birmingham Day Spa, LLC, 57th Street
Day Spa, LLC, GH Day Spas, Inc., GH Day Spa
Second Street, LLC, TGH, LLC, The Greenhouse
Spa, Inc., The Stuart Michael Katzoff Trust
u/d/t dated October 9, 1990, Gerald Katzoff,
Lydia Katzoff and Stuart Katzoff. The
Exhibits and Disclosure Schedules have been
omitted for purposes of this filing.
2.2 Amendment No. 1, dated June 1, 2001, to the
Asset Purchase Agreement, dated April 30,
2001, by and among Greenhouse Day Spa Group,
Inc., Birmingham Day Spa, LLC, 57th Street
Day Spa, LLC, GH Day Spas, Inc., GH Day Spa
Second Street, LLC, TGH, LLC, The Greenhouse
Spa, Inc., The Stuart Michael Katzoff Trust
u/d/t dated October 9, 1990, Gerald Katzoff,
Lydia Katzoff and Stuart Katzoff. The
Exhibits have been omitted for purposes of
this filing.
99.1 The press release of Steiner, dated April
30, 2001, announcing the agreement to
acquire the Greenhouse Assets.
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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,
Vice President-Chief Financial Officer
July 27, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Asset Purchase Agreement, dated April 30, 2001, by and among
Greenhouse Day Spa Group, Inc., Birmingham Day Spa, LLC, 57th
Street Day Spa, LLC, GH Day Spas, Inc., GH Day Spa Second
Street, LLC, TGH, LLC, The Greenhouse Spa, Inc., The Stuart
Michael Katzoff Trust u/d/t dated October 9, 1990, Gerald
Katzoff, Lydia Katzoff and Stuart Katzoff. The Exhibits and
Disclosure Schedules have been omitted for purposes of this
filing.
2.2 Amendment No. 1, dated June 1, 2001, to the Asset Purchase
Agreement, dated April 30, 2001, by and among Greenhouse Day
Spa Group, Inc., Birmingham Day Spa, LLC, 57th Street Day Spa,
LLC, GH Day Spas, Inc., GH Day Spa Second Street, LLC, TGH,
LLC, The Greenhouse Spa, Inc., The Stuart Michael Katzoff
Trust u/d/t dated October 9, 1990, Gerald Katzoff, Lydia
Katzoff and Stuart Katzoff. The Exhibits have been omitted for
purposes of this filing.
99.1 The press release of Steiner, dated April 30, 2001, announcing
the agreement to acquire the Greenhouse Assets.
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