8-K 1 doc1.txt 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. 2 ITEM 8. CHANGE IN FISCAL YEAR Not applicable. EXHIBITS ITEM NO. DESCRIPTION --------- ----------- 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 3 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 4