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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) June 5, 2000
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Multi-Color Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Ohio 0-16148 31-1125853
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
205 W. Fourth Street, Suite 1140, Cincinnati, Ohio 45202
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 513/381-1480
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No change.
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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 June 5, 2000, Multi-Color Corporation ("Company") acquired certain
assets of Uniflex Corporation ("Uniflex") from Uniflex. Uniflex is a
manufacturer of heat-shrink labels and tamper-evident neck bands with offices
in Anaheim Hills, California and a plant in Las Vegas, Nevada. The Company,
through its wholly-owned subsidiary MCC-Uniflex, LLC, paid total consideration
of $7,000,000, less cash received of $800,000. Assets acquired included a
gravure printing press, finishing equipment and other equipment and leasehold
improvements along with accounts receivable and inventory. Certain operating
liabilities were also assumed in the purchase. The acquisition will be accounted
for as a purchase, and accordingly the purchase price will be allocated to
assets and liabilities based on their estimated value as of the date of
acquisition. The cash used to acquire Uniflex was provided by borrowings through
the Company's acquisition facility with PNC Bank and another lender.
While there was no prior relationship between the seller and the
Company, John Yamasaki, President and a shareholder of Uniflex, joined the
Company as Vice President of Sales and Product Development, Heat-Shrink Labels
after the acquisition. The Company also entered into a Non- Competition
Agreement with Mr. Yamasaki which provided for a $150,000 cash payment at
closing and an additional $600,000 in four equal installments over four years.
Item 7. Financial Statements.
The Company will file financial statements of the business acquired and
pro forma financial information within sixty days of the date of this filing.
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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10.1 Asset Purchase Agreement, dated June 5, 2000 between
Multi-Color Corporation, MCC-Uniflex, LLC, Uniflex,
John Yamasaki, Meiwa Corporation and Ryohsei Plastic
Industries Co., Ltd.
99.1 Copy of the Press Release, dated June 6, 2000, issued
by the Company, publicly announcing the actions
reported therein.
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.
MULTI-COLOR CORPORATION
By: /s/ Dawn H. Bertsche
Name: Dawn H. Bertsche
Title: Vice President-Finance, Chief Financial Officer
Date: June 20, 2000
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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10.1 Asset Purchase Agreement, dated June 5, 2000 between
Multi-Color Corporation, MCC-Uniflex, LLC, Uniflex,
John Yamasaki, Meiwa Corporation and Ryohsei Plastic
Industries Co., Ltd.
99.1 Copy of the Press Release, dated June 6, 2000, issued
by the Company, publicly announcing the actions
reported therein.