-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IeVPxwCCv3MsJU5rQuD4k7GCVDlQJVIPfrVrqfnInNBEzKdzs3QVBZIsrBNyAKSk YWxvcjVGScX9IsluCVfubQ== 0000950137-96-001663.txt : 19960912 0000950137-96-001663.hdr.sgml : 19960912 ACCESSION NUMBER: 0000950137-96-001663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960910 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE OF CAROLINA INC CENTRAL INDEX KEY: 0000312840 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 132999480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07909 FILM NUMBER: 96628402 BUSINESS ADDRESS: STREET 1: 5150 LINTEN BLVD CITY: DEL RAY BEACH STATE: FL ZIP: 33484 BUSINESS PHONE: 4074984000 MAIL ADDRESS: STREET 1: P O BOX 4000 CITY: TARBORO STATE: NC ZIP: 27886 8-K 1 FORM 8-K 1 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 September 10, 1996 ------------------------------------------------ Date of Report (Date of earliest event reported) Empire of Carolina, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7909 13-2999480 ---------------------------- ------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5150 Linton Boulevard, 5th Floor, Delray Beach, Florida 33484 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (407) 498-4000 ------------------------------- (Registrant's telephone number) -1- 2 ITEM 5. OTHER EVENTS. On September 10, 1996, the Registrant issued the press release attached hereto as Exhibit 99, which press release is hereby incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Description ------ ----------- 99 Press Release, dated September 10, 1996. - 2 - 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. EMPIRE OF CAROLINA, INC. By /s/ Steven Geller ----------------------------- Name: Steven Geller Title: Chairman and Chief Executive Officer Date: September 10, 1996 -3- 4 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99 Press Release, dated September 10, 1996. -4- EX-99 2 PRESS RELEASE 1 EXHIBIT 99 FOR: Empire of Carolina, Inc. APPROVED BY: Steve Geller Chief Executive Officer (407) 498-4000 CONTACT: Betsy Brod/Alex Gleeson Press: Michael McMullan Morgen-Walke Associates FOR IMMEDIATE RELEASE (212) 850-5600 EMPIRE OF CAROLINA COMMENTS ON EXPECTED RESULTS FOR FISCAL 1996 Delray Beach, FL, September 10, 1996 -- Empire of Carolina, Inc. (AMEX:EMP) announced today that, as a result of higher than anticipated manufacturing expenses incurred to meet customer demand, it expects to report a net loss for the year ending December 31, 1996. The Company indicated that it anticipates break-even operating income and expects its pre-tax cash flow (EBITDA) to be sufficient to cover interest expense. Empire's rapid sales growth, driven by strong customer demand for its products, combined with difficulties in integrating the Buddy L manufacturing facilities and the need to outsource certain production requirements have resulted in excessive labor, manufacturing and shipping costs. Shipments of merchandise sourced through the Company's Hong Kong office, which represent approximately 25% of sales, remain unaffected by these events. The Company also announced that Howard Younger, previously Vice President and Director of Manufacturing for Graham Packaging Company, has joined Empire as Vice President of Manufacturing and General Manager of the Tarboro, North Carolina facility. Marvin Smollar, Empire's President and Chief Operating Officer, has been managing plant operations since the illness of Robert Mistron, the former plant manager. Mr. Younger has 2 twenty-four years experience in managing plastics manufacturing facilities. Empire anticipates that the addition of Mr. Younger and other key, recently-hired factory managers will improve plant performance. Steven Geller, Chairman and Chief Executive Officer, commented, "Over the past two years, Empire has focused on building a presence in the toy industry. By delivering quality, core products to the market, we have been highly successful in helping to drive consumer traffic and profits to our retailer customers. This has resulted in increased demand for the Company's products. We have made a conscious decision to incur the costs necessary to meet these demands and to preserve the market share that we have worked so hard to develop over the past two years, despite the production delays at our Tarboro facility." Geller continued, "Empire's sales and marketing organizations are strong and demand for our various product lines continues to be high. We believe that our performance for 1996, despite the substantial non-recurring costs caused by Empire's manufacturing difficulties, demonstrates Empire's profit potential. We shall continue to pursue our long term objective of becoming a major player in the toy and holiday products industries." This press release contains various forward-looking statements and information that are based on management's beliefs as well as assumptions made by and information currently available to management. Such statements are subject to various risks and uncertainties which could cause actual results to vary materially from those stated. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect actual results may vary materially from those anticipated, estimated, expected or projected. Such risks and uncertainties include the Company's ability to manage inventory production and costs, to meet potential increases or decreases in demand, potential adverse customer impact due to delivery 3 delays including effects on existing and future orders, competitive practices in the toy and decorative holiday products industries, changing consumer preferences and risks associated with consumer acceptance of new product introductions, potential increases in raw material prices, potential delays or production problems associated with foreign sourcing of production and the impact of pricing policies including providing discounts and allowances. Certain of these as well as other risks and uncertainties are described in more detail in the Company's Registration Statement on Form S-1 filed under the Securities Act of 1933, Registration No. 333-4440. Empire of Carolina, Inc. designs, develops, manufactures and markets a broad range of basic plastic children's toys. It's Holiday Products Division produces and markets decorative seasonal items including Christmas, Halloween and Easter illuminated products. The Company's full line of basic toys includes the Big Wheel(R) line of ride-on toys, Grand Champions(R) collectible horses, Buddy L(R) cars and trucks, and Power Driver(R) ride-ons. -----END PRIVACY-ENHANCED MESSAGE-----