-----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, NdOMsNLQ1EpS+jUihVMC7AlMRUM29f9L74OC9Z0vm1lt0O3T4PIeVc6V4M/TlAge ziqegyV8XbrC0oIRRBWeRQ== 0000912057-01-524240.txt : 20010719 0000912057-01-524240.hdr.sgml : 20010719 ACCESSION NUMBER: 0000912057-01-524240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010716 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TEAM SPORTS INC CENTRAL INDEX KEY: 0000820242 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 411545748 STATE OF INCORPORATION: MN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16442 FILM NUMBER: 1683542 BUSINESS ADDRESS: STREET 1: 1201 LUND BLVD CITY: ANOKA STATE: MN ZIP: 55303 BUSINESS PHONE: 6127804454 MAIL ADDRESS: STREET 1: 1201 LUND BLVD CITY: ANOKA STATE: MN ZIP: 55303-1092 8-K 1 a2054360z8-k.htm FORM 8-K Prepared by MERRILL CORPORATION
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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): July 16, 2001


First Team Sports, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

0-164442
(Commission File Number)
  41-1545748
(I.R.S. Employer Identification Number)

1201 Lund Boulevard
Anoka, Minnesota 55303
(Address of Principal Executive Offices) (Zip Code)

(763) 576-3500
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)





Item 5.  Other Events.

    Before the opening of the Nasdaq Stock Market on July 16, 2001, First Team Sports, Inc. ("First Team") issued a press release to announce the signing of an Agreement and Plan of Merger dated July 13, 2001 (the "Merger Agreement") with Gen-X Sports Inc., a Delaware corporation ("Gen-X"), and FTS Merger Corp., a Minnesota corporation and wholly-owned subsidiary of Gen-X. The full text of the press release is set forth in Exhibit 99 attached hereto and incorporated in this report as if fully set forth herein.

    Pursuant to the Merger Agreement, First Team shareholders will receive $1.76 per share in cash. The merger is subject to the satisfaction of various conditions, including (1) approval by holders of a majority of the outstanding First Team common stock at a shareholders meeting expected to be held in First Team's third quarter of fiscal 2002, (2) the absence of any law or decree prohibiting the merger, (3) the accuracy of each party's representations and warranties, and the compliance with each party's obligations, under the Agreement in all material respects, (4) the absence of any material adverse effect upon First Team and its subsidiaries taken as a whole, and (5) holders of less than 10% of the outstanding First Team common stock asserting dissenters' rights. Although the merger is not subject to a financing contingency, it is a condition to Gen-X's obligations to complete the merger that the balance owing on First Team's revolving bank line of credit have been paid down to $2,365,000 or less as of the closing. Based upon First Team's current projections, management reasonably believes that it will be able to satisfy this condition unless there is an unanticipated significant increase in expenses or decrease in collections of existing accounts receivable.

    The Company also entered into an amendment of its Shareholder Rights Plan to provide that neither Gen-X nor its affiliates would become an "Acquiring Person" (as defined in the Rights Agreement) by virtue of the Merger Agreement.


Item 7.  Financial Statements and Exhibits.

    (a)
    Financial statements: None.

    (b)
    Pro forma financial information: None.

    (c)
    Exhibits:

      Exhibit 99. Press release dated July 16, 2001.



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.

Dated: July 16, 2001

    FIRST TEAM SPORTS, INC.

 

 

By

 

/s/ 
JOHN J. EGART   
John J. Egart,
President and Chief Executive Officer

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

EXHIBIT INDEX
to
FORM 8-K

FIRST TEAM SPORTS, INC.

Exhibit No.

  Description
99   Press Release dated July 16, 2001



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SIGNATURES
EX-99 2 a2054360zex-99.htm EXHIBIT 99 Prepared by MERRILL CORPORATION
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EXHIBIT 99

    FOR IMMEDIATE RELEASE

    CONTACT: For Gen-X Sports Inc.—
John Collins, President
(416) 630-4996

 

 

CONTACT:

For First Team Sports, Inc.—
Debbie Favilla, Investor Relations
(763) 576-3543

FIRST TEAM SPORTS, INC. ENTERS INTO AN AGREEMENT
TO BE ACQUIRED BY GEN-X SPORTS INC.

    Minneapolis, Minnesota, U.S.A. and Toronto, Ontario, Canada, July 16, 2001—First Team Sports, Inc., (Nasdaq: FTSP), manufacturer and distributor of inline skates, hockey equipment and related accessories, today announced it has entered into a definitive merger agreement to merge with a subsidiary of Gen-X Sports Inc., a leading entrepreneurial sporting goods company.

    Under the terms of the agreement, First Team Sports shareholders will receive $1.76 per share in cash. The merger, which was unanimously approved by the First Team Sports Board of Directors and by a Special Committee formed for the purpose of considering the transaction, is expected to be considered at a special meeting of First Team Sports shareholders in the Company's third quarter of fiscal 2002. In addition to approval by the First Team Sports shareholders, the merger is subject to other conditions, including the requirement that the balance outstanding under First Team's revolving bank line of credit not exceed an agreed upon balance at closing.

    In making the announcement, Gen-X Sports Inc.'s Chief Executive Officer, James Salter, said, "First Team Sports' core brands, UltraWheels® and Hespeler®, are two recognized and authentic names in the inline and hockey categories. First Team represents a tremendous opportunity for Gen-X Sports to broaden its presence, building on its multi-platform sporting goods model."

    "The world class distribution center in Minneapolis provides a gateway to all North American markets," said Kenneth J. Finkelstein, Gen-X Sports' Chairman and Chief Financial Officer.

    First Team Sports, Inc.'s President and Chief Executive Officer, John Egart, said, "This combination is a clear strategic benefit to both First Team Sports and Gen-X Sports. UltraWheels and Hespeler are solid, viable, and firmly entrenched brands that will be synergistic with the seasonality and variety of Gen-X Sports' branded products. This merger will produce a stronger organization, providing our retail partners with a broader range of branded products."

    "As a result of the acquisition of First Team Sports, Wayne Gretzky will be afforded the opportunity to become a shareholder of Gen-X Sports Inc. We are very excited about the prospect of Wayne becoming an owner in our company. We understand the hockey and inline skate categories from a global perspective and see UltraWheels and Hespeler as key brands that pose immediate upside for our business platforms," said John Collins, President of Gen-X Sports.

    Prior to the consummation of this transaction, First Team will file a proxy statement with the United States Securities and Exchange Commission (the "SEC"). Shareholders are urged to read the proxy statement (when available) because it will contain important information about the companies and the proposed transaction. Investors and shareholders will be able to obtain copies of these documents (when available), along with other documents filed with the SEC, free of charge, through the web site maintained by the SEC at http://www.sec.gov. Shareholders can also obtain, free of charge, copies of the proxy statement (when available) along with any documents First Team has filed with the SEC by contacting the First Team Sports Investor Relations Department. First Team Sports, Inc.,


Gen-X Sports Inc., their directors, executive officers, certain other members of management and employees, agents and nominees may be deemed to be participants in any solicitation of First Team's shareholders in favor of the proposed business combination. Any required information concerning First Team Sports, Inc., Gen-X Sports Inc., their directors, executive officers, certain other members of management and employees, agents and nominees in this regard will be contained in the proxy statement to be filed by First Team in connection with the proposed business combination.

About First Team

    First Team Sports, Inc. manufactures and distributes high quality inline roller skates and accessories, and ice hockey products under the trademarks UltraWheels®, Skate Attack® and Hespeler®. The Company's products are manufactured and assembled to its specifications abroad.

About Gen-X Sports

    Gen-X Sports Inc., a Toronto-based company with global reach, designs, manufactures, markets and distributes various branded sporting goods products across categories which include GOLF, SNOWBOARDS and various action sports equipment. Gen-X Sports' Brands include—for golf... Tommy Armour®, Ram®, TearDrop® and Zebra®; for snowboards... Limited® and Lamar®; for Action Sports... Oxygen®, Rage® and Dukes®. Gen-X also operates in the field of excess (XS) inventory representing the world's leading sporting goods suppliers.




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