-----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, JOHnpBhVicy2jh4E4NPr7Rsqnd/1lfyAQFjnclD7u6n6q0sNqhH7BSaqQWULDbAV wf9CBwRtXPJ3l5QRfgOjfg== 0001193125-07-169031.txt : 20070802 0001193125-07-169031.hdr.sgml : 20070802 20070802105920 ACCESSION NUMBER: 0001193125-07-169031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070801 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070802 DATE AS OF CHANGE: 20070802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREAMS INC CENTRAL INDEX KEY: 0000810829 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 870368170 STATE OF INCORPORATION: UT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33405 FILM NUMBER: 071018926 BUSINESS ADDRESS: STREET 1: 2 SOUTH UNIVERSITY DRIVE STREET 2: SUITE 325 CITY: PLANTATION STATE: FL ZIP: 11111 BUSINESS PHONE: 9543770002 FORMER COMPANY: FORMER CONFORMED NAME: STRATAMERICA CORP DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 8-K

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) August 1, 2007

 


DREAMS, INC.

(Exact name of registrant as specified in its charter)

 


 

Utah   000-30310   87-0368170

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

2 South University Drive, Plantation, Florida   33324
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (954) 377-0002

Registrant’s facsimile number, including area code: (954) 475-8785

Not Applicable

(Former name or former address, if changed since last report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 3.02 Unregistered Sales of Equity Securities

On August 1, 2007, Dreams, Inc. (the “Company”) acquired 100% of the issued and outstanding stock of BKJ Consulting Corp. (“BKJ”), which operates Schwartz Sports, pursuant to the terms of a Stock Purchase Agreement entered into by the parties (the “Agreement”), in consideration for the issuance by the Company of a total of 500,000 restricted shares of common stock of the Company to the BKJ selling shareholders.

The shares of the Company’s common stock issued in the transaction were not registered under the Securities Act of 1933 (the “Act”) and were issued pursuant to an exemption from registration under Section 4(2) of the Act.

 

ITEM 7.01 Regulation FD Disclosure

For the year ended December 31, 2006, BKJ’s unaudited revenues were approximately $4.1 million.

 

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1    Press Release dated August 1, 2007


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 2, 2007   DREAMS, INC.
  BY:  

/s/ ROSS TANNENBAUM

    Chief Executive Officer


Exhibit Index

 

Exhibit No.

  

Description

99.1

   Press Release dated August 1, 2007
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

DREAMS ACQUIRES SCHWARTZ SPORTS

DEAL INCLUDES LarryBird.com AND BARRY SANDERS EXCLUSIVES

Plantation, FL: August 1, 2007: Dreams, Inc. (AMEX:DRJ), a vertically integrated leader in the licensed sports products industry, announced that it has acquired 100% of the outstanding shares of Chicago based Schwartz Sports via a stock purchase agreement. This acquisition is consistent with prior proclamations made by Dreams as to its intention to identify strategic acquisition candidates and consummate these transactions to support its overall growth initiatives.

“The Schwartz family has done a tremendous job building their brand and business into a key player in the memorabilia industry in one of the greatest sports markets in the country. We are excited about working with Brian Schwartz and his team on product development, player deals and trade shows instead of competing against them,” stated Mitch Adelstein, President of Mounted Memories, a division of Dreams, Inc.

“We have worked diligently during these past several years in building our brand and are looking forward to this new endeavor as a division of Dreams, as the vast resources and contacts they have to offer should allow us to continue to expand as a leader in the sports memorabilia industry. Working hand-in-hand with their other divisions, I believe this offers the best opportunity to become an integral part of the national leader in the sports memorabilia industry,” commented Brian Schwartz, President of Schwartz Sports.

“This acquisition moves us a step closer to becoming the dominant player and consolidator in this highly fragmented industry,” exclaimed Ross Tannenbaum, President & CEO of Dreams, Inc.

DREAMS, INC. trades under the ticker symbol: AMEX:DRJ

www.dreamscorp.com

SCHWARTZ SPORTS distributes autographed sports memorabilia and collectibles. For the past eight-years, the company has provided hand-signed collectibles to retailers, corporations, charities and individual collectors with authentic products from every major sport. In addition, it operates www.larrybird.com and enjoys exclusive autograph deals with Barry Sanders, Derrek Lee and others.

www.schwartzsports.com

Dreams, Inc. Investor Relations Contact Info:

David M. Greene, Senior Vice-President

Phone: 954-377-0002

Fax: 954-475-8785

dgreene@dreamscorp.com

Public Relations for Dreams, Inc.:

Boardroom Communications

Jennifer Clarin and/or Caren Berg

Phone: (954) 370-8999, Fax: (954) 370-8892

Email: jclarin@boardroompr.com

Statements contained in this press release, which are not historical facts, are forward looking statements. The forward-looking statements in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements made herein contain a number of risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, specific factors impacting the Company’s business including increased competition; the ability of the company to expand its operations and attract and retain qualified personnel, the uncertainty of consumer’s desires for sports and celebrity memorabilia; the availability of product; availability of financing; the ability to sell additional franchises; and general economic conditions.

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