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): August 31, 2005
BIG DOG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22963 52-1868665
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
121 Gray Avenue, Santa Barbara, CA 93101
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(Address of Principal Executive Offices) (Zip Code)
(805) 963-8727
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed, since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.01 Completion of an Acquisition of Disposition of Assets
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Item 2.03 Creation of a Direct Financial Obligation
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Item 9.01 Financial Statements and Exhibits
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SIGNATURES
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EXHIBIT INDEX
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EXHIBIT 99.1
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Item 2.01. Completion of an Acquisition or Disposition of Assets
On August 31, 2005, Big Dog Holdings, Inc. completed the acquisition of
substantially all of the assets of Footworks, a division of the privately held
shoe retailer, Bianca of Nevada, Inc. The assets include seven store locations,
inventory, trademarks and tangible personal property. The total purchase price
was $10,094,750. The Company made a cash payment of $7,094,750 and issued a
promissory note in the principal amount of $3,000,000 to the seller.
The promissory note is payable in three $1,000,000 annual installments due on
the anniversary of the closing date. It has a fixed interest rate of 5% and is
secured by a $2,000,000 irrevocable letter of credit issued by Wells Fargo
Retail Finance. The letter of credit secures the second and third installment
payments due under the note and expires on October 10, 2008.
In addition, the Company also entered into a $3,000,000 term loan on August 31,
2005 with Wells Fargo Retail Finance. The term loan carries interest at prime
plus .5% or Libor plus 2.75% payable monthly in arrears commencing with the
month immediately following the date the term loan is advanced. The loan
requires 44 consecutive monthly payments of $55,555 beginning March 1, 2006. Any
unpaid balance is due at the loan maturity on October 23, 2009. This term loan,
along with the Company's existing line of credit facility with Wells Fargo
Retail Finance, is collateralized by substantially all of the Company's assets.
The remaining cash portion of the purchase price was funded through existing
working capital.
A copy of the press release is attached as Exhibit 99.1.
Item 2.03. Creation of a Direct Financial Obligation
As discussed in Item 2.01, on August 31, 2005, the Company issued a promissory
note in the principal amount of $3,000,000 to Bianca of Nevada, Inc. The
promissory note is payable in three $1,000,000 annual installments due on August
31, 2006, 2007 and 2008. The note has a fixed interest rate of 5% and is secured
by a $2,000,000 irrevocable letter of credit issued by Wells Fargo Retail
Finance which expires on October 10, 2008. The letter of credit secures the
second and third installment payments under the note.
In addition, the Company also entered into a $3,000,000 term loan on August 31,
2005 with Wells Fargo Retail Credit. The term loan carries interest at prime
plus .5% or Libor plus 2.75% payable monthly in arrears commencing with the moth
immediately following the date the term loan is advanced. The loan requires 44
payments of $55,555 beginning March, 2006. Any unpaid balance is due at the
loans maturity, October 23, 2009. This term loan, along with the Company's
existing line of credit facility with Wells Fargo Retail Finance, is
collateralized by substantially all of the Company's assets.
A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of business acquired
In accordance with Rule 3-05(b) of Regulation S-X financial statements are
not required.
(b) Pro forma financial information
Pursuant to Article 11 of Regulation S-X, pro forma information is not
required to be furnished.
(c) Exhibits
Exhibit 99.1 -- Press Release of Big Dog Holdings, Inc., dated
September 1, 2005.
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.
BIG DOG HOLDINGS, INC.
Dated: September 2, 2005 By: /s/ Roberta Morris
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Roberta Morris
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Big Dog Holdings, Inc., dated September 1, 2005