8-K 1 k8.txt 8K UNITED STATES 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): November 13, 2002 ------------------ ENNIS BUSINESS FORMS, INC. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 1-5807 75-0256410 ----------------------------------------------------------------- (State or other (Commission (I. R. S. Jurisdiction File Number) Employer of incorporation) Identification No.) 1510 N. Hampton Suite 300, DeSoto, Texas 75115 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (972) 228-7801 ---------------------------------------------------------------- (Registrant's telephone number, including area code) No Change ---------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets ------------------------------------ On November 13, 2002, the Company purchased all of the outstanding stock of Columbus, Kansas-based Calibrated Forms Co., Inc. (Calibrated) effective as of November 14, 2002. The purchase price for the transaction was $22,000,000, less excluded liabilities of $7,195,060, and was evidenced by two promissory notes bearing interest at 3.75% per annum maturing on January 3, 2003. In addition, the Purchase Agreement provides for additional consideration in the form of an earn-out. The earn- out will be 50% of the amount, if any, of the Calibrated's EBITDA, as defined in the Purchase Agreement, in excess of $6,300,000 each year, to a maximum amount of $3,000,000. This earn-out will be paid as long as one of the two former shareholders, acceptable to Ennis, is employed as General Manager of Calibrated on a full-time basis during the entire fiscal year for which the earn-out is paid. Calibrated designs, manufacturers and markets printed business forms within the wholesale business forms marketplace. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits 2.1 Stock Purchase Agreement between James W. Amyx and Kimberly K. Brown and Ennis Business Forms, Inc., a Texas Corporation Effective as of November 14, 2002 2.2 Promissory Note between Ennis Business Forms, Inc. and Kimberly K. Brown 2.3 Promissory Note between Ennis Business Forms, Inc. and James W. Amyx 2.4 Escrow Agreement among James W. Amyx, Kimberly K. Brown, Ennis Business Forms, Inc., a Texas Corporation, and Bank One, National Association 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 thereunto duly authorized. ENNIS BUSINESS FORMS, INC. Date: November 15, 2002 /s/Robert M. Halowec ----------------- --------------------------------- Robert M. Halowec Vice President Finance and Chief Financial Officer Date: November 15, 2002 /s/Harve Cathey ----------------- --------------------------------- Harve Cathey Secretary and Treasurer Principal Accounting Officer