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: April 27, 2000
(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 by Merger of Wash Depot Holdings, Inc.
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On March 8, 2000, Mace Security International, Inc., a Delaware corporation
(the "Company" or "Registrant"), and Wash Depot Holdings, Inc. (the "Wash
Depot") executed a Merger Agreement under which Wash Depot agreed to merge into
a subsidiary of the Company (the "Merger Agreement"). The Merger Agreement
contains several conditions to closing, including the Company's and Wash Depot's
exchange of and review of certain schedules and other information. On April 27,
2000, the Company and Wash Depot completed their review of the schedules to the
Merger Agreement. Wash Depot is in the business of owning and operating 73 car
wash facilities providing car wash detailing services and certain ancillary car
care services in 15 states. Wash Depot is 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, which is filed herewith as Exhibit 2.1.
Closing under the Merger Agreement is subject to several conditions,
including Registrant and Wash Depot shareholder approval, lender consents and
antitrust clearance. If the merger closes, Registrant will issue approximately
8,028,000 unregistered shares of the Company's common stock, and will issue
approximately 1,350,000 options and warrants in exchange for options and
warrants held in Wash Depot. The Registrant will also assume approximately
$153,000,000 of Wash Depot's indebtedness. The acquisition is to be 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 financial statements of
Wash Depot at the time of the filing of this report. The required
financial statements of Wash Depot 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 of Mace Security International, Inc. 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 Merger Agreement and Plan of Reorganization dated March 8,
2000, by and among Wash Depot Holdings, Inc., Mace Security
International, Inc., and Mace Holdings, Inc., a wholly owned
subsidiary of Mace Security International, Inc.
99 Press Release dated March 9, 2000.
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: May 4, 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 Merger Agreement and Plan of Reorganization dated March 8, 2000, by and
among Wash Depot Holdings, Inc., Mace Security International, Inc.,
and Mace Holdings, Inc., a wholly owned subsidiary of Mace Security
International, Inc.
99 Press Release dated March 9, 2000.