UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 1999
SABER CAPITAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 33-55254-08 87-0434286
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
350 FIFTH AVENUE, SUITE 1222, NEW YORK, NEW YORK 10118
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 563-7040
3099 SO. HIGHLAND DRIVE, SUITE 460, SALT LAKE CITY, UTAH 84106
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
See Item 2.
Item 2. Acquisition or Disposition of Assets
On July 27, 1998, Saber Capital, Inc. (the "Company"), pursuant to an
agreement dated July 27, 1999, and in consideration of the issuance of 2,095,000
authorized and unissued shares of Common Stock, acquired 100% of the issued and
outstanding capital stock of silverzipper.com, Inc. ("silverzipper"), a Delaware
corporation. Immediately prior thereof, certain holders of Common Stock of the
Company transferred an aggregate of 270,800 shares of Common Stock to the
Company for cancellation reducing the outstanding Common Stock from 1,000,000
shares to 729,000 shares. After the completion of the exchange, the shareholders
of silverzipper became the holders of approximately 74% of the 2,824,200 issued
and outstanding shares of Common Stock of the Company.
Simultaneously, Krista Nielson and Sasha Belliston, the directors of the
Company resigned and Paula E. Palmeri, Frank Lipiro and Richard Bernstein were
elected to the Board of Directors of the Company, resulting in an effective
control of the Company passing to the new Board of Directors. No material
relationship existed or exists now, between any former director, officer or
affiliate of either the Company or of silverzipper.
The table below sets forth the percentage of voting securities of the
Company now beneficially owned by the officers and directors (marked with a *)
and five percent shareholders.
Number of Shares Percent of
Owner Beneficially Owned Voting Securities
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Paul E. Palmeri* 850,000 29.9%
Richard Bernstein* 450,000 15.8%
Stanton Bernstein 400,000 14.1%
Bhodan Dziman 150,000 5.3%
Frank Lipiro* 20,000 .7%
Andrew Youmans 150,000 5.4%
All officers and directors 1,320,000 46.4%
as a group*
silverzipper is a holding company the only asset of which is its
wholly-owned subsidiary, Robern Skiwear, Inc. ("Robern"), a New York
corporation, which is a designer and marketer of snowboarding and skiing
apparel. Robern currently designs and markets products under the brand names
"Drift" and "Ski Gear," and has annual revenues of approximately $7,000,000.
silverzipper.com, Inc. ("silverzipper") was organized in 1998 by the
principal shareholders of Robern under the name "American Sports Group, Inc." to
exploit the opportunity for significant growth through acquisition in the sport
apparel/accessories and active wear markets and to become a Internet retailer of
this product category and acquired Robern in 1999.
Consolidation Strategy
silverzipper is endeavoring to acquire respected, well managed active wear,
sport apparel and accessory companies that have established "brands" and
anticipates possible rapid growth through this strategy. The acquired companies
would continue marketing through their normal channels of distribution and
through websites created by the Company, as well as other online marketing.
The sport apparel and accessory industry is highly fragmented, and is
believed to have profitable companies with revenues of $7 - $25 million that
would benefit from an affiliation with a larger, better-capitalized, public
entity with an established Internet presence. silverzipper is currently in
negotiations with several of these companies, which have not resulted in any
formal or informal understandings.
Through consolidation, silverzipper believes it can effect economies of
scale through combined administrative functions, volume purchasing, increased
operating efficiency and access to capital. The larger entity resulting from
these acquisitions would have advantageous market positioning that should result
in a profitable and expanding revenue base.
Internet Strategy
silverzipper's Internet strategy is to create a unique, interactive online
retailing model for selling branded niche-sports apparel, equipment, and related
life-style accessories. silverzipper will attempt to "re-tool" this model to
create branded, destination sites or "vortals" (vertical portals) based on the
sport and lifestyle for each acquired niche sports apparel group, or groups who
share target audience demographics and psychographics, such as mountain biking,
snowboarding, skateboarding and surfing.
Robern
Robern, a subsidiary of silverzipper, offers a complete collection of
"sport-specific" active apparel. With a focus on its ski heritage and "mountain
roots", Robern's designs combine technical and functional features with an eye
toward fashion.
Drift Boardwear was introduced in 1992 as a natural extension of Robern's
traditional "alpine" skiwear business. While alpine wear has stagnated with
little growth, snowboarding is expanding. The overwhelming majority of new
participants on the slopes are young (14-25 years old) and snowboarding. Drift
has become a presence within the new snowboarding industry. Drift's ability to
forecast, design, build, and market product has placed it among the top ten
snowboard industry clothing brands.
Drift designs, manufactures, and markets several tiers of highly technical
clothing for men, women and youth. Drift has relationships with three
independent designers for forecasting and styling, twenty-plus "team riders" for
technical input and support, and management's eighteen years of skiwear
manufacturing ability results in product that is in fashion.
Since its inception, Drift has grown through controlled distribution. Drift
currently sells to approximately 300 dealers, representing 1,500-1,800 outlets
nationally. Distribution is limited to board-specific retailers, select sporting
goods stores and fashion retailers. Due to the multi-tiered nature of product
offering, Drift products are sold to fashion retailers such as Urban Outfitters
in Pennsylvania and Pacific Sunwear in California, as well as hardcore snowboard
retailers such as Bavarian Village in Illinois and Blades and Boards in New
York.
The highest growth in Drift's account structure has come from those
retailers who have developed E-Commerce business. "Delias" in New York, "The
House" in Minnesota, and "Cold Fusion" in California, all selling Drift products
on the Internet, have significantly increased Drift sales. Drift business should
continue to grow through traditional distribution channels. As the "culture" of
snowboarding grows and spreads, so will the desire and need for boardwear and
snowboard-related product.
Ski Gear consists of basic ski bibs, insulated ski pants and jackets which
are basic, non-high fashion categories for many discount and sporting goods
chain stores. Principal accounts for these products include Walmart, Dicks
Sporting Goods, Burlington Coat Factory and Academy.
silverzipper and Robern have experienced losses since their inception. See
Item 7. The Company plans to merge silverzipper into itself and to change the
Company's name to "silverzipperzipper.com, Inc.", as soon as practicable.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It is presently impractical to provide the financial statements required to
be presented hereunder at the time of filing this report. Such financial
statement information will be filed by amendment to this Form 8-K as soon as
practicable, but in no event later than sixty (60) days from the date hereof.
(b) Pro Forma Financial Statements.
It is presently impractical to provide the pro forma financial statements
required to be presented hereunder at the time of filing this report. Such pro
forma financial information will be filed by amendment to this Form 8-K as soon
as practicable, but in no event later than sixty (60) days from the date hereof.
(c) Exhibits.
(2) Stock Exchange Agreement dated July 27, 1999
Forward Looking Statements
This Form 8-K contains forward-looking statements which involve risks and
uncertainties. When used herein, the words "anticipate", "believe", "estimate"
and "expect" and similar expressions as they relate to the Company or its
management are intended to identify such forward-looking statements. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company's actual
results, performance or achievements could differ materially from the results
expressed in or implied by these forward-looking statements. Factors that could
cause or contribute to such differences are detailed from time to time in the
Company's Securities and Exchange Commission reports. Historical results are not
necessarily indicative of trends in operating results for any future period.
SIGNATURES
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.
SABER CAPITAL, INC.
By:/s/ Paul E. Palmeri
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Paul E. Palmeri, CEO
Date: August 6, 1999