SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 29, 1999
(Date of Earliest Event Reported)
MACE SECURITY INTERNATIONAL, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
0-22810
(Commission File Number)
03-0311630
(IRS Employer Identification No.)
1000 Crawford Place, Suite 400, Mount Laurel, New Jersey 08054
(Address of Principal Executive Offices)
(856) 778-2300
(Registrant's Telephone Number)
Item 1. Not Applicable.
Item 2. Acquisition of Cherry Hill Car Wash
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On December 29, 1999, Mace Security International, Inc., a Delaware
corporation (the "Company" or "Registrant"), through a wholly owned subsidiary,
Mace Car Wash, Inc., acquired substantially all of the assets of the car wash
facility (the "Facility") having the address of 1505 East Marlton Pike, Cherry
Hill, New Jersey 08034 (the "Cherry Hill Car Wash") from Cherry Hill Car Wash,
Inc., 1505 Associates General Partnership, a New Jersey General Partnership,
Henry Gorenstein and Joan Rambler (the "Sellers"). Pursuant to the terms and
conditions of the Agreement of Sale (the "Agreement"), the Company purchased the
real estate, inventory, fixed assets, trade names and trademarks, and
intangibles of the car wash operations of Sellers. Sellers are not affiliated
with the Registrant nor with any of the Registrant's subsidiaries. The
description of the acquisition transaction set forth herein is qualified in its
entirety by reference to the Agreement of Sale, which is filed herewith as
Exhibits 2.1.
At Closing under the Agreement, the Company paid to Sellers an aggregate
purchase price of $2,450,000 (the "Purchase Price"), consisting of $1,900,000
cash from working capital and approximately 93,600 shares of the Company's
common stock at a price of $5.875 per share. The acquisition is accounted for
using the "purchase" method of accounting.
Items 3-6 Not Applicable.
Item 7 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable to provide the required combined financial
statements of the Cherry Hill Car Wash and 1505 Associates at the
time of the filing of this report. The required financial
statements will be filed within the time period required in
accordance with applicable regulations and the Securities and
Exchange Act of 1934.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
information at the time of the filing of this report. The
required pro forma financial information of Mace Security
International, Inc. will be filed within the time period required
in accordance with applicable regulations and the Securities and
Exchange Act of 1934.
(c) The following Exhibits are hereby filed as part of this
Current Report on Form 8-K.
2.1 Agreement of Sale dated as of August 31, 1999, by and among
Cherry Hill Car Wash, Inc., 1505 Associates General Partnership,
Henry Gorenstein and Joan Rambler, and Mace Car Wash, Inc., a
wholly owned subsidiary of Mace Security International, Inc.
Items 8-9. Not applicable.
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.
Date: January 10, 2000 MACE SECURITY INTERNATIONAL, INC.
By: /s/ Gregory M. Krzemien
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Gregory M. Krzemien
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit Description
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No.
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2.1 Agreement of Sale dated as of August 31, 1999, by and among Cherry
Hill Car Wash, Inc., 1505 Associates General Partnership, Henry
Gorenstein and Joan Rambler, and Mace Car Wash, Inc., a wholly owned
subsidiary of Mace Security International, Inc.