SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2001
GLOBAL SPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16611 04-2958132
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1075 First Avenue
King of Prussia, PA 19406
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (610) 265-3229
ITEM 5. OTHER EVENTS
On September 13, 2001, Global Sports, Inc. (the "Company"),
Ashford.com, Inc. ("Ashford") and Ruby Acquisition Corp., a wholly owned
subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of
Merger and Reorganization (the "Reorganization Agreement") pursuant to which the
Company has agreed to acquire Ashford. Pursuant to the Reorganization Agreement
and subject to the terms and conditions set forth therein, Merger Sub will merge
with and into Ashford (the "Merger"), and at the effective time of the Merger
each outstanding share of Ashford's common stock will be converted into the
right to receive a combination of cash in the amount of $0.125 and 0.0076 of a
share of the Company's common stock. All outstanding options to purchase shares
of Ashford common stock will terminate immediately prior to the effective time
of the Merger, and any outstanding warrants to purchase Ashford common stock
that do not by their terms terminate as a result of the Merger will be assumed
by the Company and exchanged for warrants entitling the holder, upon the
exercise of the warrants, to the merger consideration described above. The
Merger is subject to customary closing conditions, including the approval of
Ashford stockholders. The Merger will be accounted for as a purchase.
In connection with the execution of the Reorganization Agreement,
certain significant stockholders of Ashford (including members of Ashford's
board of directors, members of management and other insiders of Ashford) have
entered into Voting Agreements by which they have agreed to vote shares
representing approximately 33% of Ashford's currently outstanding common stock
in favor of the adoption of the Reorganization Agreement and related matters.
Copies of the Reorganization Agreement and the form of Voting Agreement
are attached to this report as Exhibits 2.1 and 2.2, respectively. The foregoing
description is qualified in its entirety by reference to the full text of such
exhibits. A copy of the joint press release issued by the Company and Ashford
announcing these transactions is incorporated by reference as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 13, 2001, among Global Sports, Inc., a Delaware
corporation, Ruby Acquisition Corp., a Delaware corporation,
and Ashford.com, Inc., a Delaware corporation.
2.2 Form of Voting Agreement, dated as of September 13, 2001,
entered into between Global Sports, Inc., a Delaware
corporation, and certain stockholders of Ashford.com, Inc., a
Delaware corporation.
99.1 Joint press release dated September 14, 2001, incorporated by
reference to the Form 425 filed by Global Sports, Inc. on
September 14, 2001.
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.
GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
----------------------------------------
Name: Michael G. Rubin
Title: Chairman and Chief Executive Officer
Dated: September 18, 2001
INDEX TO EXHIBITS
-----------------
2.1 Agreement and Plan of Merger and Reorganization, dated as of September 13,
2001, among Global Sports, Inc., a Delaware corporation, Ruby Acquisition
Corp., a Delaware corporation, and Ashford.com, Inc., a Delaware
corporation.
2.2 Form of Voting Agreement, dated as of September 13, 2001, entered into
between Global Sports, Inc., a Delaware corporation, and certain
stockholders of Ashford.com, Inc., a Delaware corporation.
99.1 Joint press release dated September 14, 2001, incorporated by reference to
the Form 425 filed by Global Sports, Inc. on September 14, 2001.