-----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, NuKiSTqJttFZBtfJZFSlrS0V2XhouJR7t2slHD0UtKspQtmewcv5KR/zSjUw8+iw 78pMtfwkbyk3xZ5i6tmYPg== /in/edgar/work/0000950135-00-003554/0000950135-00-003554.txt : 20000714 0000950135-00-003554.hdr.sgml : 20000714 ACCESSION NUMBER: 0000950135-00-003554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000629 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAUCONY INC CENTRAL INDEX KEY: 0000049401 STANDARD INDUSTRIAL CLASSIFICATION: [3021 ] IRS NUMBER: 041465840 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-05083 FILM NUMBER: 672104 BUSINESS ADDRESS: STREET 1: 13 CENTENNIAL DR STREET 2: CENTENNIAL INDUSTRIAL PK CITY: PEABODY STATE: MA ZIP: 01961 BUSINESS PHONE: 5085329000 MAIL ADDRESS: STREET 1: 13 CENTENNIAL DRIVE STREET 2: CENTENNIAL INDUSTRIAL PARK CITY: PEABODY STATE: MA ZIP: 01960 FORMER COMPANY: FORMER CONFORMED NAME: HYDE ATHLETIC INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HYDE A R & SONS CO DATE OF NAME CHANGE: 19701030 8-K 1 e8-k.txt SAUCONY INC 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 Date of report (Date of earliest event reported): JUNE 29, 2000 SAUCONY, INC. (Exact Name of Registrant as Specified in Charter) MASSACHUSETTS (State or Other Jurisdiction of Incorporation) 000-05083 (Commission File Number) 04-1465840 (IRS Employer Identification No.) 13 CENTENNIAL DRIVE PEABODY, MASSACHUSETTS (Address of Principal Executive Offices) 01960 (Zip Code) (978) 532-9000 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On June 29, 2000, Saucony, Inc. ("Saucony") sold substantially all of the assets and business of its cycling and wetsuit division, as described in the press release attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. See the Exhibit Index immediately preceding the exhibit submitted herewith. 3 SIGNATURE 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. SAUCONY, INC. By: /s/ CHARLES A. GOTTESMAN ------------------------------------- Charles A. Gottesman Executive Vice President and Chief Operating Officer 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release announcing Saucony's sale of its cycling and wetsuit division. EX-99.1 2 ex99-1.txt PRESS RELEASE 1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE SAUCONY, INC. 13 Centennial Drive Peabody, MA 01960 Contact: John H. Fisher Phone: (978) 532-9000 President and CEO Fax: (978) 532-4956 SAUCONY, INC. SELLS CYCLING AND WETSUIT DIVISION PEABODY, MASSACHUSETTS -- June 29, 2000 -- Saucony, Inc. (Nasdaq: SCNYA and SCNYB) today announced that it has sold substantially all of the assets and business of its cycling and wetsuit division to QR Merlin Acquisition LLC. QR Merlin Acquisition LLC is controlled by JHK Investments, LLC, a private investment fund. JHK is also the principal investor in Litespeed Titanium Components, Inc. In commenting on the sale, Saucony's Chief Executive Officer, John H. Fisher, stated: "While cycling and wetsuit consumers match the target demographics of our footwear and apparel consumers, we do not see this business meeting our financial expectations. We sought to improve the performance of this division by making significant management changes, consolidating certain operations, outsourcing production and reducing our operating cost structure. Nonetheless, very competitive conditions in the hardgoods cycling market have continued to adversely affect this division's operating results. Accordingly, our judgment was that our shareholders would receive greater value if we divested this division and increased our focus and investment in our footwear and apparel businesses." In the second quarter of fiscal year 2000, Saucony expects to incur an after-tax loss on the divestiture of substantially all of its cycling division assets and other related charges in the range of approximately $1.7 to $2.0 million, or approximately $.27 to $.31 per fully diluted share. Saucony, Inc. designs, develops, manufactures and markets (i) a broad line of performance-oriented athletic shoes for adults under the Saucony(R) brand name, (ii) athletic apparel under the Hind(R) brand name and (iii) athletic shoes under the Spot-bilt(R) name. This press release contains forward-looking statements that involve a number of risks and uncertainties. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "intends," and similar expressions are intended to identify forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company's Annual Report on Form 10-K under "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Factors that May Affect Future Results" ("Certain Factors") filed by Saucony, Inc. with the Securities and Exchange Commission on March 29, 2000, which Certain Factors discussion is incorporated herein by this reference. Without limiting the foregoing, there can be no assurance as to the level of revenues or net income that will be achieved by the Company because such revenues and net income are materially dependent upon the condition of the domestic and world economies, competition from third parties, and consumer preferences. -----END PRIVACY-ENHANCED MESSAGE-----