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UNITED STATES
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) June 10, 1998 (May 29, 1998)
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Florafax International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-5531 41-0719035
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(State or other jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
8075 20th Street, Vero Beach, Florida 32966
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 561/563-0263
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On May 29, 1998, Florafax International, Inc. (the "Company") acquired
substantially all the assets of Marketing Projects, Inc. ("MPI"), a California
corporation, pursuant to the terms of an Asset Purchase and Sale Agreement,
dated effective May 1, 1998, by and between the Company and MPI ("Agreement").
MPI is in the business of marketing floral and gift products to large United
States corporations. The acquired assets consist primarily of the Proprietary
System and Know-How (as such term is defined in the Agreement) pertaining to the
relationships with the Company's primary corporate business partners. The
purchase price for the assets (which was determined by arms-length negotiations
between the parties) was $3,600,000, which was funded via a $2,500,000 loan from
First Union National Bank and $1,100,000 from cash on hand. In addition to the
purchase price the Company may pay up to $125,000 in each of the next eight
fiscal quarters contingent upon the performance of the business acquired.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The Company is unable to provide the required financial information at the time
of filing this report. The required financial information will be filed by
amendment to this Form 8-K not later than August 12, 1998.
(b) Pro Forma Information
The Company is unable to provide the required pro forma financial information at
the time of filing this report. The required pro forma financial information
will be filed by amendment to this Form 8-K not later than August 12, 1998.
(c) Exhibits
Exhibit Number Description
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10.1 Asset Purchase and Sale Agreement
10.2 Escrow Agreement
10.3 First Amendment to Escrow Agreement
10.4 Bill of Sale, Assignment and Assumption
10.5 Noncompetition and Nondisclosure Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Florafax International, Inc.
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(Registrant)
Date June 10, 1998 James H. West
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James H. West
Chief Financial Officer