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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) - July 30, 1999
GERALD STEVENS, INC.
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(Exact name of registrant as Specified in its Charter)
Delaware 0-05531 41-0719035
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(State or other jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
301 East Las Olas Blvd., Suite 300 Ft. Lauderdale, Florida 33301
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(Address of principal executive offices) (Zip Code)
(954) 713-5000
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(Registrant's Telephone Number, Including Area Code)
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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 July 30, 1999, Gerald Stevens, Inc. completed its acquisition of
Calyx & Corolla, Inc. pursuant to the Agreement and Plan of Merger, dated as of
May 11, 1999, by and among Gerald Stevens, Calyx & Corolla and Calcor
Acquisition, a wholly owned subsidiary of Gerald Stevens, as amended by a letter
agreement dated as of July 30, 1999 (the "Merger Agreements").
In the merger, Calcor was merged with and into Calyx & Corolla, with
Calyx & Corolla surviving the merger as a wholly owned subsidiary of Gerald
Stevens. Gerald Stevens issued to the former shareholders of Calyx & Corolla
3.3356 shares of its common stock for each share of Calyx & Corolla common stock
they owned at the effective time of the merger. As a result, Gerald Stevens
issued an aggregate of approximately 1.1 million shares of its common stock,
having an aggregate value of approximately $17.5 million, to the former
shareholders of Calyx & Corolla. The merger will be accounted for under the
purchase method of accounting.
In connection with the Merger Agreements, Gerald Stevens and Calyx &
Corolla entered into a Management Services Letter Agreement dated as of June 30,
1999 (the "Management Agreement"). The Management Agreement provided that from
the date of such agreement through the completion of the transactions
contemplated by the Merger Agreements Gerald Stevens would assume effective
control of Calyx & Corolla.
The description of the merger and the related transactions contained
herein is qualified in its entirety by reference to the Merger Agreements and
the Management Agreement, which are included herein as Exhibits 2.1, 2.2 and
10.1, respectively, and which are incorporated herein by reference. Attached
hereto as Exhibit 99.1 is Gerald Stevens' press release announcing the
completion of the merger.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 7(a) of Form 8-K were
previously filed with Gerald Stevens' Current Report on Form 8-K dated April 30,
1999 which was filed with the Commission on May 17, 1999, and amended on Form
8-K/A, filed with the Commission on June 4, 1999, and will not be filed herewith
in accordance with General Instruction B.3. of Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 7(b) of
Form 8-K was previously filed with Gerald Stevens' Current Report on Form 8-K
dated April 30, 1999 which was filed with the Commission on May 17, 1999, and
amended on Form 8-K/A, filed with the Commission on June 4, 1999, and will not
be filed herewith in accordance with General Instruction B.3. of Form 8-K.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated May 11,
1999, by and among Gerald Stevens, Calyx &
Corolla and Calcor.
2.2 Letter Agreement, dated as of July 9, 1999
by and among Gerald Stevens, Calyx & Corolla
and Calcor.
10.1 Management Services Letter Agreement, dated as
of June 30, 1999, by and among Gerald Stevens
and Calyx & Corolla.
99.1 Press release of Gerald Stevens dated
August 3, 1999.
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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.
GERALD STEVENS, INC.
Date: August 16, 1999 By: /s/ Adam D. Phillips
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Adam D. Phillips
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated May 11,
1999, by and among Gerald Stevens, Calyx &
Corolla and Calcor.
2.2 Letter Agreement, dated as of July 9, 1999,
by and among Gerald Stevens, Calyx & Corolla
and Calcor.
10.1 Management Services Letter Agreement, dated as
of June 30, 1999, by and among Gerald Stevens
and Calyx & Corolla.
99.1 Press release of Gerald Stevens dated
August 3, 1999.