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): January 26, 2006
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 (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
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)
(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 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of an Acquisition of Disposition of Assets
Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
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Item 1.01. Entry into a Material Definitive Agreement
On January 26, 2006, the registrant's wholly owned subsidiary, The Walking
Company, entered into an agreement to acquire substantially all of the assets
of Steve's Shoes, Inc., Inc. for a purchase price of approximately $4.2
million.
Steve's Shoes, Inc. recently filed for bankruptcy, and the registrant was the
winning bidder in a bankruptcy auction. The agreement calls for the registrant
to acquire a minimum of 35 out of the 45 stores currently owned by Steve's
Shoes, Inc. The registrant has 90 days after closing to determine which, if
any, of the stores it does not wish to acquire. The purchase price will be paid
by the delivery of $4.2 million cash at closing. The registrant has issued a
press release attached as Exhibit 99.1 to this report which is incorporated
herein by reference.
A copy of the press release is attached as Exhibit 99.1.
Item 2.01. Completion of an Acquisition or Disposition of Assets
On January 31, 2006, the registrant's wholly owned subsidiary, The Walking
Company completed the acquisition of substantially all of the assets of Steve's
Shoes, Inc. The assets include a minimum of 35 and a maximum of 45 store
locations, inventory, trademarks and tangible personal property. The total
purchase price was $4.2 million in cash paid at closing. The purchase price was
funded through existing working capital.
A copy of the press release is attached as Exhibit 99.2.
Item 2.02. Results of Operations and Financial Condition
On February 1, 2006, Big Dog Holdings, Inc. issued a press release announcing
its sales results for the period ended December 31, 2005.
A copy of the press release is attached as Exhibit 99.2.
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 January 27, 2006.
Exhibit 99.2 -- Press Release of Big Dog Holdings, Inc., dated February 1, 2006.
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: February 1, 2006 By: /s/ Roberta Morris
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Roberta Morris
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Big Dog Holdings, Inc., dated January 27, 2006
99.2 Press Release of Big Dog Holdings, Inc., dated February 1, 2006