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 31, 2003
TMI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 000-30011 65-0309540
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification
No.)
4463 PAHE'E STREET, SUITE 203-B
LIHUE, HI 96766
(Address of principal executive offices) (zip code)
(808) 368-1819
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 31, 2003, TMI Holdings, Inc. (the "Company") acquired 100% of
the assets and outstanding stock of Kina'ole Development Corporation, a Hawaii
corporation. The Company acquired the Kina'ole shares from William Michael
Sessions and John W. Meyers, both of whom are officers and directors of the
Company. In exchange for Kina'ole's assets and shares, the Company issued Mr.
Sessions and Mr. Meyers each 250,000 shares of the Company's Series B
Convertible Preferred Stock.
The Company's Series B Convertible Preferred Stock entitles its holders to
30 votes on all matters brought before a vote of the Company's stockholders and
each share of Series B Convertible Preferred Stock will be converted into the 30
shares of the Company's common stock as soon as the Company has sufficient
authorized but unissued common stock to convert all 500,000 shares of Series B
Convertible Preferred Stock.
Kina'ole is located in Lihue, Hawaii and is a seller of manufactured homes.
Through arrangements with dealerships on each Hawaiian island Kina'ole sells the
manufactured homes to retail customers. Kina'ole also delevops subdivisions of
manufactured homes and has an installation company that, as a licensed
contractor, completes the foundation and site work as well as installing the
manufactured homes.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
The Company has not included pro forma financial statements for Kina'ole
with this filing, but will file an amended 8-K with those financial statements
on or before April 15, 2003, as required.
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ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
ITEM NO. DESCRIPTION
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2.1 Reorganization and Stock Purchase Agreement dated January 31, 2003 by and
between TMI Holdings, Inc., Kina`ole Development Corporation, W. Michael
Sessions, and John W. Meyers
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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.
Dated: February 7, 2003 TMI Holdings, Inc.
/s/ W. Michael Sessions
--------------------------------
By: W. Michael Sessions
Its: Chief Executive Officer
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