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 30, 1997
SMART CHOICE AUTOMOTIVE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
FLORIDA 1-14082 59-1469577
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5200 SOUTH WASHINGTON AVENUE, TITUSVILLE, FLORIDA 32780
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (407) 269-9680
N/A
(Former name, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1997, Smart Choice Automotive Group, Inc. (the
"Registrant") acquired substantially all of the assets owned or used by Roman
Fedo, Inc. and Fedo Finance, Inc. (both Florida corporations ("the Sellers")) in
selling, leasing and financing the sale or lease of used automobiles and other
consumer vehicles (the "Business"). The following summary of the transaction is
qualified in its entirety by the more detailed information contained in the copy
of the Asset Purchase Agreement attached as Exhibit 10.1 to this Current Report.
Included among the assets acquired are accounts receivable, inventory,
property, plant and equipment, and goodwill. The Registrant will use the assets
in the sale and financing of used automobiles and other consumer vehicles.
As consideration for the assets acquired, the Registrant (i) paid the
Sellers cash in the aggregate amount of approximately $268,000 and (ii) issued
to the Sellers 225,000 shares of duly authorized, validly issued, fully paid and
nonassessable shares of the Registrant's common stock outstanding, $.01 par
value (the "Shares"). In addition, the Registrant assumed certain trade payables
and other ordinary course indebtedness of the Sellers. The amount of
consideration paid by the Registrant for the assets of the Sellers was
determined through arms' length negotiations between representatives of the
Registrant and the Sellers.
The cash portion of the transaction was financed through the proceeds
of a credit facility (the "Credit Facility") made available to the Registrant in
February 1997 by Finova Capital Corporation. The Credit Facility provides for a
$35 million revolving line of credit, and matures in 1999. Borrowings under the
Credit Facility bear interest at a rate equal to the prime rate plus 3.0 points.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the acquired Business will be
provided within the next sixty (60) days as an amendment to this filing.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated
balance sheet and income statement of the Registrant,
will be provided within the next sixty (60) days as
an amendment to this filing.
EXHIBIT DESCRIPTION
10.1 Asset Purchase Agreement, dated as of
June 30, 1997 between Smart Choice
Automotive Group, Inc., and Roman Fedo,
Inc., Fedo Finance, Inc. and Roman Fedo.
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.
SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /S/ NEAL HUTCHINSON
Title: CORPORATE COUNSEL
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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10.1 Asset Purchase Agreement, dated as of June 30, 1997
between Smart Choice Automotive Group, Inc. and
Roman Fedo, Inc., Fedo Finance, Inc. and Roman Fedo