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: September 9, 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 Quaker Car Wash Inc.
-------------------
On September 9, 1999, Mace Security International, Inc., a Delaware
corporation (the "Company" or "Registrant"), acquired all of the car wash
related assets of Quaker Car Wash, Inc. ("Hanna Car Wash") pursuant to the terms
of a Car Wash Asset Purchase/Sale Agreement dated August 26, 1998 (collectively
the "Agreement"). Pursuant to the terms and conditions of the Agreement, the
Registrant purchased all of the assets of Sellers used in the business of
operating one full service car wash in Texas. 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 which is filed herewith as Exhibit 2.1.
Pursuant to the Asset Purchase/Sale Agreement, Registrant purchased the
assets for a total consideration of $2,850,000 consisting of $1,750,000 worth of
unregistered shares of the Company's common stock, valued at a strike price of
$7.81 per share, and cash of $1,000,000 paid from working capital. The
Registrant intends to continue to use the acquired assets in the business of
operating a full service car wash in Lubbock, Texas. 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 Hanna Car Wash at the time of the filing of this report. The
required financial statements of Hanna Car Wash 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 Car Wash Asset Purchase/Sale Agreement dated as of August
26, 1998, between Quaker Car Wash, Inc. and Millennia Car
Wash, LLC
2.2 Amendment one of the Car Wash Asset Purchase/Sale Agreement
dated as of November 23, 1998.
2.3 Amendment two of the Car Wash Asset Purchase/Sale Agreement
dated as of January 6, 1999.
2.4 Amendment three of the Car Wash Asset Purchase/Sale
Agreement dated as of February 26, 1999.
2.5 Amendment four of the Car Wash Asset Purchase/Sale Agreement
dated as of April 7, 1999.
2.6 Amendment five of the Car Wash Asset Purchase/Sale Agreement
dated as of May 10, 1999.
2.7 Amendment six of the Car Wash Asset Purchase/Sale Agreement
dated as of June 25, 1999.
2.8 Amendment seven of the Car Wash Asset Purchase/Sale
Agreement dated as of August 13, 1999.
2.9 Amendment eight of the Car Wash Asset Purchase/Sale
Agreement dated as of August 27, 1999.
99 Press Release dated September 9, 1999.
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: September 23, 1999 MACE SECURITY INTERNATIONAL, INC.
By:/s/ Gregory M. Krzemien
-----------------------
Gregory M. Krzemien
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit
No. Description
- --- -----------
2.1 Car Wash Asset Purchase/Sale Agreement dated as of August 26,
1998, between Quaker Car Wash, Inc. and Millennia Car Wash, LLC
2.2 Amendment one of the Car Wash Asset Purchase/Sale Agreement
dated as of November 23, 1998.
2.3 Amendment two of the Car Wash Asset Purchase/Sale Agreement
dated as of January 6, 1999.
2.4 Amendment three of the Car Wash Asset Purchase/Sale Agreement
dated as of February 26, 1999.
2.5 Amendment four of the Car Wash Asset Purchase/Sale Agreement
dated as of April 7, 1999.
2.6 Amendment five of the Car Wash Asset Purchase/Sale Agreement
dated as of May 10, 1999.
2.7 Amendment six of the Car Wash Asset Purchase/Sale Agreement dated
as of June 25, 1999.
2.8 Amendment seven of the Car Wash Asset Purchase/Sale Agreement
dated as of August 13, 1999.
2.9 Amendment eight of the Car Wash Asset Purchase/Sale Agreement
dated as of August 27, 1999.
99 Press Release dated September 9, 1999.
TABLE OF CONTENTS
RECITALS.................................................. Page 1 of 25
Purchase And Sale of Assets............................... Page 1 of 25
Amount of Purchase Price.................................. Page 3 of 25
Payment of Purchase Price & Commissions................... Page 4 of 25
Documents and Physical Inspection......................... Page 5 of 25
Escrow.................................................... Page 6 of 25
Conditions Precedent to Closing........................... Page 8 of 25
Seller's Representations and Warranties................... Page 10 of 25
Buyer's Representations and Warranties.................... Page 15 of 25
Risk of Loss.............................................. Page 15 of 25
Employees of Sellers...................................... Page 16 of 25
Closing................................................... Page 16 of 25
Environmental Reports..................................... Page 19 of 25
Taxes..................................................... Page 19 of 25
Confidentiality of Agreement/Publicity.................... Page 20 of 25
Non-Competition Agreements................................ Page 20 of 25
Indemnity/Guaranty Agreements............................. Page 20 of 25
Introduction to and Retention of Customers................ Page 21 of 25
Ownership of Equipment.................................... Page 21 of 25
Amendments/Waivers........................................ Page 21 of 25
Attorneys' Fees........................................... Page 21 of 25
i
Notices................................................... Page 22 of 25
Time of Essence........................................... Page 22 of 25
Severability.............................................. Page 22 of 25
Exhibits.................................................. Page 22 of 25
Diligence, Good Faith and Further Documents............... Page 22 of 25
Survivability............................................. Page 23 of 25
Entire Agreement.......................................... Page 23 of 25
Assignment Prohibited..................................... Page 23 of 25
Successors................................................ Page 23 of 25
Governing State Law....................................... Page 23 of 25
Counterparts.............................................. Page 23 of 25
Remedies.................................................. Page 24 of 25
Interpretation............................................ Page 24 of 25
Benefit of Agreement...................................... Page 24 of 25
Miscellaneous............................................. Page 24 of 25
ii