U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report: October 8, 2001
BLIMPIE INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
New Jersey 0-21036 13-2908793
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
740 Broadway, New York, NY 10003
(Address and Zip Code of Principal Executive Offices)
(212) 673-5900
(Registrant's Telephone Number)
Item 5. Other Events
On October 8, 2001, Blimpie International, Inc. ("Blimpie") issued a
press release announcing that it had entered into an Agreement and Plan of
Merger dated as of October 5, 2001 with an investor group headed by Jeffrey
Endervelt (the "Endervelt Group"), a Blimpie subfranchisor with extensive
experience in the organization (the "Agreement"). Pursuant to the Agreement, Mr.
Endervelt's company, Sandwich Acquisition Corporation ("SAC"), will merge with
and into Blimpie, with Blimpie as the surviving corporation (the "Merger").
In the Merger, the Endervelt Group will acquire all of the
outstanding common stock of Blimpie at a price of $2.80 per share, or
approximately $25,800,000. The transaction, which is expected to close during
the first quarter of 2002, is subject to the approval of Blimpie's shareholders.
In connection with the Agreement, various members of management who
currently own approximately 58% of the outstanding shares of Blimpie have
entered into a voting agreement with SAC (the "Voting Agreement") pursuant to
which they have agreed to vote their shares in favor of the Agreement, and have
granted to SAC a proxy to vote the Blimpie shares owned by them in favor of the
transaction. Those members of management may terminate the Voting Agreement and
revoke their proxies if Blimpie's Board of Directors withdraws its
recommendation of the Merger Agreement in favor of a Superior Proposal (as
defined in the Merger Agreement). Additionally, the Agreement provides that
Blimpie will have the ability to conduct a market check for a 30-day period. The
Agreement also allows Blimpie to terminate the agreement if Blimpie's Board
determines that it has received a Superior Proposal, which would require the
payment by Blimpie of a break-up fee of $1.3 million plus up to $200,000 of
expenses.
The foregoing description of the Merger Agreement and the Voting
Agreement is qualified in its entirety by reference to the full text of the
Merger Agreement and the Voting Agreement, copies of which are filed as exhibits
to this report and incorporated herein by this reference.
A copy of the press release issued in connection with the execution
of the Merger Agreement is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Free copies of Blimpie's filings with the SEC may be obtained
from Blimpie by directing a request to Investor Relations, Blimpie
International, Inc., 1775 The Exchange, Atlanta, Georgia 30309.
Item 7. Financial Statements and Exhibits
The following financial statements, pro forma financial information and exhibits
have been filed as part of this Report:
(a) Financial Statements -- none
(b) Pro forma financial information -- none
(c) Exhibits
Number Description
------ -----------
10.51 Agreement and Plan of Merger dated as of the 5th day of October 2001
between Blimpie International, Inc. and Sandwich Acquisition
Corporation.
10.52 Voting Agreement dated as of the 5th day of October 2001 among
certain shareholders of Blimpie International, Inc. and Sandwich
Acquisition Corporation.
99.1 Press Release dated October 8, 2001 of Blimpie International, Inc.
Signature
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Blimpie International, Inc.
Dated: October 8, 2001 By: /s/ Anthony P. Conza
-----------------------------------
Anthony P. Conza, Chief (Principal)
Executive Officer