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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) May 31, 1996
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The Maxim Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22232 58-2060334
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
210 TownPark Drive, Kennesaw, Georgia 30144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 590-9369
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 31, 1996, The Maxim Group, Inc. ("Maxim") and Image Industries,
Inc. ("Image") entered into an Agreement and Plan of Reorganization, pursuant
to which Image will be merged with a wholly-owned subsidiary of Maxim. Image
will continue to operate as a carpet manufacturer and PET recycler.
The transaction will be consummated in a one for one exchange of the
common stock of Maxim for the issued and outstanding common stock of Image.
The transaction is valued at approximately $90.7 million, based on Image
Industries issued and outstanding common stock (on a fully diluted basis) and
Maxim's closing price on May 30, 1996 on The Nasdaq National Market. The
transaction is subject to approval by the shareholders of Maxim and Image,
appropriate regulatory approvals and the satisfaction of certain other
conditions contained in the merger agreement.
Based in the Atlanta suburb of Kennesaw, Maxim is a leading retailer
of floor covering and the industry's only publicly traded franchisor. Maxim
has approximately 700 retail locations including 75 company owned stores.
Maxim provides its network with advertising, training, merchandising services
as well as consultation in administration. Maxim also provides floor covering
products directly from the industry's manufacturers.
Image is a leading plastic recycler and carpet manufacturer. Image
produces residential carpet, polyester fiber, PET flake and pellets made from
recycled post consumer PET (Polyethylene terephthalate) and is vertically
integrated from the purchase of curbside collected bottles through complete
manufacturing of polyester fiber, PET flake and carpet products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 - Agreement and Plan of Reorganization, dated as of May 31,
1996, by and among The Maxim Group, Inc., TMG-II Merger, Inc.
and Image Industries, Inc.
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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.
THE MAXIM GROUP, INC.
By: /s/ A.J. Nassar
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A.J. Nassar
President and Chief Executive Officer
Dated: June 3, 1996
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
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2.1 Agreement and Plan of Reorganization, dated as of May 31, 1996, by and
among The Maxim Group, Inc., TMG-II Merger, Inc. and Image Industries,
Inc.