UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2012
DREAMS, INC.
(Exact Name of Registrant as Specified in Charter)
Utah
(State or Other Jurisdiction
of Incorporation)
| 001-33405 | 87-0368170 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 2 South University Drive, Suite 325 Plantation, Florida |
33324 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(954) 377-0002
(Registrant’s telephone number, Including Area Code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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 2.01 Completion of Acquisition or Disposition of Assets.
On June 6, 2012, Sweet Tooth Acquisition Corp. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Fanatics, Inc., a Delaware corporation (“Fanatics”), merged with and into Dreams, Inc., a Utah corporation (“Dreams” or the “Company”), with Dreams continuing as the surviving corporation (the “Merger”), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of April 13, 2012, by and among Fanatics, Merger Sub and Dreams (the “Merger Agreement”). As a result of the Merger, Dreams became a wholly-owned subsidiary of Fanatics.
At 4:01 PM on June 6, 2012, the effective time of the Merger (the “Effective Time”), on the terms and subject to the conditions set forth in the Merger Agreement, each share of Dreams common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $3.45 in cash, without interest (the “Merger Consideration”). Following the Effective Time, all such shares of Dreams common stock are no longer outstanding, were automatically cancelled and have ceased to exist, and each holder of such Common Stock has ceased to have any rights with respect thereto, except the right to receive the Merger Consideration.
Also at the Effective Time, each option granted under any Company stock option plan was fully accelerated, and each then unexpired and unexercised option was cancelled and, in exchange therefor, each former holder of any such cancelled Company option became entitled to receive in cash an amount equal to the product of the total number of shares of Company common stock previously subject to such Company option and the excess, if any, of the Merger Consideration over the exercise price per share of Company common stock previously subject to such Company option. Also at the Effective Time, each warrant to purchase Company common stock that was issued and unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger became entitled to receive upon the exercise of such Company warrant a payment in cash equal to the product of the total number of shares of Company common stock previously subject to such Company warrant and the excess, if any, of the Merger Consideration over the exercise price per share of common stock previously subject to the Company warrant.
The foregoing description of the effect of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as exhibit 2.1 to Dreams’ Current Report on Form 8-K/A filed on April 17, 2012 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the completion of the Merger, Dreams has notified the NYSE AMEX Equities Exchange (“AMEX”) that each outstanding share of Dreams common stock was converted in the Merger into the right to receive the Merger Consideration and has requested that AMEX file a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to Dreams’ common stock. Trading of Dreams’ common stock on AMEX was suspended as of the closing of trading on June 6, 2012. The Company intends to file a Form 15 to suspend its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as practicable.
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Merger, Dreams became a wholly-owned subsidiary of Fanatics which constituted a change of control of Dreams. The total consideration paid by Fanatics for the outstanding securities was approximately $156 million. The source of funds for the cash consideration was equity financing provided by certain investment funds or private equity funds. There are no known arrangements which may at a subsequent date result in a change of control of the Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, at the Effective Time, each of the directors who constituted the Board of Directors of Dreams prior to the Merger were replaced, and Alan Trager and Thomas Baumlin, the directors of Merger Sub prior to the Effective Time, became the directors of the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2012, Dreams held a Special Meeting of Shareholders (the “Meeting”). Below is a summary of the proposals and corresponding votes:
At the Meeting, the following votes were received “for” and “against” the proposal to approve the Merger Agreement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Vote | |||
| 32,425,566 |
442,632 | 2,714 |
At the Meeting, the following votes were received “for” and “against” the proposal to approve an adjournment of the meeting, if necessary, to solicit additional proxies if there were not sufficient votes, in favor of adopting the Merger Agreement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Vote | |||
| 32,150,227 |
691,098 | 29,587 |
Item 7.01 Regulation FD Disclosure
On June 6, 2012, the Company issued a press release announcing shareholder approval of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto.
The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability of that section, unless the Company specifically says that the information is considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit |
Description | |
| 2.1 | Amended and Restated Agreement and Plan of Merger, dated as of April 13, 2012, by and among Dreams, Inc., Fanatics, Inc. and Sweet Tooth Acquisition Corp. (filed as Exhibit 2.1 to Form 8-K/A filed with the SEC on April 17, 2012, and incorporated herein by reference.) | |
| 99.1 | Press Release, dated June 6, 2012. | |
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.
| DREAMS, INC. |
| /s/ Ross Tannenbaum |
| Name: Ross Tannenbaum |
| Title: President and Chief Executive Officer |
Dated: June 6, 2012
Exhibit 99.1
Dreams Shareholders Approve Merger
PLANTATION, FL, June 6, 2012 – Dreams, Inc. (NYSE Amex: DRJ), a multi-channel retailer focused on the licensed sports products industry, today announced that, at a Special Meeting of shareholders held today, its shareholders have voted to approve and adopt the Amended and Restated Agreement and Plan of Merger dated April 13, 2012 among the Company, Fanatics, Inc., a Delaware corporation (“Fanatics”), and Sweet Tooth Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Fanatics.
The Board of Directors of Dreams has authorized management immediately to take all necessary steps to effectuate the merger, which Dreams expects to become effective shortly after 4:00 p.m. Eastern time today. Upon closing of the transaction, the Company will become a wholly-owned subsidiary of Fanatics, the Company’s common stock will no longer be listed on the NYSE Amex Equities Exchange and the Company’s shareholders will be entitled to receive $3.45 in cash for each share of the Company’s common stock.
About Fanatics, Inc.
Fanatics provides e-commerce, merchandising, marketing and fulfillment services for professional sports leagues and teams, collegiate athletic programs and conferences, and other major sports properties. Offering broad assortments online consisting of hundreds of thousands of officially licensed items, Fanatics leverages both its large network of partners and its own collection of proprietary brands to distribute goods to consumers all over the world. www.fanatics.com.
About Dreams, Inc.
Dreams, Inc. (NYSE Amex: DRJ) is a technology driven, multi-channel retailer focused on the sports licensed products industry. For more information, please visit www.DreamsCorp.com.
Forward Looking Statements
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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such statements are indicated by words or phrases such as “anticipates,” “projects,” “management believes,” “Dreams believes,” “intends,” “expects,” and similar words or phrases. Such factors include, among others, the following: competition; seasonality; success of operating initiatives; new product development and introduction schedules; acceptance of new product offerings; franchise sales; advertising and promotional efforts; adverse publicity; expansion of the franchise chain; availability, locations and terms of sites for franchise development; changes in business strategy or development plans; availability and terms of capital including the continuing availability of our credit facility with PNC Bank or a similar facility with another financial institution; labor and employee benefit costs; changes in government regulations; and other factors particular to the company.