SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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 19, 2000
IMPERIAL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-7190 65-0854631
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(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
1259 Northwest 21st Street, Pompano Beach, Florida 33069
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(Address of principal executive office and Zip Code)
Registrant's telephone number, including area code: (954) 917-4114
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Exhibit Index on Page 5
Item 2. Acquisition or Disposition of Assets.
On January 19, 2000, Imperial Industries, Inc., a Delaware
corporation, (the "Company"), through a wholly owned subsidiary Just-Rite
Supply, Inc. ("Just-Rite") purchased certain of the assets and business of A & R
Supply, Inc., a Florida corporation, A & R of Foley, Inc., a Florida corporation
and A & R of Destin, Inc., a Florida corporation ("A & R"), effective January 1,
2000 pursuant to an Asset Purchase Agreement dated December 31, 1999 (the
"Agreement"). A copy of the Agreement is attached hereto as Exhibit 2.1 and
incorporated hereby by this reference. The summary of the terms of the Agreement
contained in this Form 8-K is qualified in its entirety by the more detailed
information contained in the Agreement.
The assets purchased by the Company from A & R consist primarily
of real estate, inventory, equipment, vehicles, machinery, furniture, fixtures,
leasehold improvements and intangible assets used in connection with the
distribution of building materials in North Florida and Alabama (the
"Business").
The purchase price for the Business amounted to $798,000 in cash,
notes payable to A & R in the aggregate amount of $250,000.00, assumed
liabilities of $372,000 and 225,000 shares of Company common stock, $.01 par
value. In connection with the purchase price, Just-Rite executed $100,000 and
$150,000 notes dated January 19, 2000 in favor of A & R. The $150,000 Note is
payable without interest on April 19, 2000. The $100,000 note is payable
principal and accrued interest at eight (8%) per annum on January 19, 2001.
The consideration paid by the Company for A & R's assets and
Business was determined in arms-length negotiations between representatives of
the Company and A & R. The cash portion of the purchase price was paid from the
cash on hand and available borrowings under the Company's revolving credit
facility with a financial institution.
Following the closing, Ronald A. Johnson entered into an
employment agreement with Just-Rite, whereby Mr. Johnson serves as a Just-Rite
Vice President and General Manager.
Prior to the transaction, there was no material relationship
between A & R, Mr. Johnson, their affiliates and the Company or affiliates
thereof, except that A & R was a customer of the Company and its subsidiaries
and a distributor of their products.
The Company intends to operate the assets acquired in a similar
manner as A & R utilized such assets prior to the transaction described herein.
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Item 7. Financial Statements and Exhibits:
(a) It is impractical to provide the required financial
statements of A & R at the time this Current Report on Form 8-K is being filed.
The required financial statements will be filed at such time as the financial
statements became available, but in no event later than sixty (60) days
following the date that this Form 8-K is required to be filed.
(b) It is impracticable to provide the pro forma consolidated
financial statements of Imperial Industries, Inc. and A & R at the time this
Current Report on Form 8-K is being filed. The required pro forma consolidated
financial statements of Imperial Industries, Inc. and A & R will be filed at
such time as the pro forma financial statements become available, but in no
event later than sixty (60) days following the date that this Form 8-K is
required to be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement entered into as of the 31st
day of December, 1999 between Just-Rite Supply, Inc., a Florida corporation,
Imperial Industries, Inc., a Delaware corporation, A & R Supply, Inc., a Florida
corporation, A & R Supply of Foley, Inc., an Alabama corporation, A & R of
Destin, Inc., a Florida corporation, Ronald A. Johnson, Rita E. Ward and Jaime
E. Granat.
2.2 Amendment to Asset Purchase Agreement entered into as
of the 31st day of December, 1999 between Just-Rite Supply, Inc., a Florida
corporation, Imperial Industries, Inc., a Delaware corporation, A & R Supply,
Inc., a Florida corporation, A & R of Foley, Inc., a Florida corporation, A & R
of Destin, Inc., a Florida corporation, Ronald A. Johnson, Rita E. Ward and
Jaime E. Granat.
Certain related transaction documents attached to the Asset Purchase Agreement
between the parties are not being filed herewith. The Company undertakes to
furnish a copy of any omitted exhibit or schedule to the Commission upon
request, pursuant to Item 601(b)(2) of Regulation S-X. The following is a list
of the omitted exhibits and schedules to the Asset Purchase Agreement:
Disclosure Schedule
Exhibits
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Allocation of Purchase Price.....................................................3.4
Schedules
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Assumed Liabilities..............................................................2.5
Corporate documents..............................................................5.3
Financial Statements.............................................................5.5
Title to Assets..................................................................5.6
Liabilities......................................................................5.7
Business.........................................................................5.8
Obligations to Affiliates........................................................5.9
Title to Real Property..........................................................5.10
Leased Properties...............................................................5.11
Employee Benefit Plans..........................................................5.12
Insurance Policies..............................................................5.15
Contracts and Commitments.......................................................5.16
Equipment, Furniture and Fixtures...............................................5.19
Permits.........................................................................5.20
Intangible Rights...............................................................5.21
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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.
IMPERIAL INDUSTRIES, INC., Delaware
corporation
DATE: February 3, 2000 By: /s/ Howard L. Ehler, Jr.
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HOWARD L. EHLER, JR.
Executive Vice President
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EXHIBIT INDEX
2.1 Asset Purchase Agreement entered into as of the 31st day of
December, 1999 between Just-Rite Supply, Inc., a Florida corporation, Imperial
Industries, Inc., a Delaware corporation, A & R Supply, Inc., a Florida
corporation, A & R Supply of Foley, Inc., an Alabama corporation, A & R of
Destin, Inc., a Florida corporation, Ronald A. Johnson, Rita E. Ward and Jaime
E. Granat.
2.2 Amendment to Asset Purchase Agreement entered into as of the 31st
day of December, 1999 between Just-Rite Supply, Inc., a Florida corporation,
Imperial Industries, Inc., a Delaware corporation, A & R Supply, Inc., a Florida
corporation, A & R of Foley, Inc., a Florida corporation, A & R of Destin, Inc.,
a Florida corporation, Ronald A. Johnson, Rita E. Ward and Jaime E. Granat.
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