-----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, AFZpe8LiJDcm4vf8/ua/0JH6Il+i2sJ7zOxpGz1NUBpc4fYRHiwMvtslO9xyu6ge 815+mwNJJoW9DIC/2piDIA== 0001012870-02-001495.txt : 20020415 0001012870-02-001495.hdr.sgml : 20020415 ACCESSION NUMBER: 0001012870-02-001495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020314 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SPORTS INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 02588951 BUSINESS ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 8-K 1 d8k.txt FORM 8-K DATED 3/14/02 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): March 14, 2002 GLOBAL SPORTS, INC. (Exact name of registrant as specified in its charter)
Delaware 0-16611 04-2958132 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number) incorporation)
1075 First Avenue King of Prussia, PA 19406 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (610) 265-3229 --------------- Item 2. Acquisition or Disposition of Assets. On March 14, 2002, Global Sports, Inc. ("Global Sports") completed its previously announced acquisition of Ashford.com, Inc. ("Ashford") in a merger transaction. Ashford was acquired pursuant to an Agreement and Plan of Merger and Reorganization dated as of September 13, 2001 (the "Reorganization Agreement"), by and among Global Sports, Ashford and Ruby Acquisition Corp., a wholly owned subsidiary of Global Sports ("Merger Sub"). Pursuant to the Reorganization Agreement, Merger Sub was merged with and into Ashford, with Ashford as the surviving corporation (the "Merger"). As a result of the Merger, Ashford became a wholly owned subsidiary of Global Sports. In connection with the Merger, each outstanding share of Ashford common stock was converted into the right to receive a combination of cash in the amount of $0.125 and 0.0076 of a share of Global Sports common stock ("Global Sports Common Stock"). Approximately 430,000 shares of Global Sports Common Stock are being issued, and $7 million in cash is being paid, to the former stockholders of Ashford in the Merger. The description contained in this Item 2 of the Merger and the other transactions contemplated by the Reorganization Agreement is qualified in its entirety by reference to the full text of the Reorganization Agreement, a copy of which was previously filed as Exhibit 2.1 to Global Sports' Form 8-K filed with the Securities and Exchange Commission (the "Commission") on September 18, 2001, and which is incorporated herein by reference. Ashford is an online jewelry, luxury goods and corporate gifts retailer. Global Sports' press release dated March 14, 2002, entitled "Global Sports, Inc. Completes Acquisition of Ashford.com, Inc.", is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. It is impracticable for Global Sports to file herewith the required financial statements in this Current Report on Form 8-K. The required financial statements will be filed by amendment as soon as practicable, but not later than 60 days after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information It is impracticable for Global Sports to file herewith the required pro forma financial information in this Current Report on Form 8-K. The required pro forma financial information will be filed by amendment as soon as practicable, but not later than 60 days after the date this Current Report on Form 8-K is required to be filed. (c) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger and Reorganization, dated as of September 13, 2001, by and among Global Sports, Inc., a Delaware corporation, Ruby Acquisition Corp., a Delaware corporation, and Ashford.com, Inc., a Delaware corporation (included as Exhibit 2.1 to Global Sports' Report on Form 8-K filed with the Commission on September 18, 2001). 99.1 Press release dated March 14, 2002. 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, thereunto duly authorized. GLOBAL SPORTS, INC. Dated: March 27, 2002 By: /s/ Michael G. Rubin ----------------------------------------- MICHAEL G. RUBIN CHAIRMAN AND CHIEF EXECUTIVE OFFICER INDEX TO EXHIBITS 2.1 Agreement and Plan of Merger and Reorganization, dated as of September 13, 2001, by and among Global Sports, Inc., a Delaware corporation, Ruby Acquisition Corp., a Delaware corporation, and Ashford.com, Inc., a Delaware corporation (included as Exhibit 2.1 to Global Sports' Report on Form 8-K filed with the Commission on September 18, 2001). 99.1 Press release dated March 14, 2002. EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 Thursday March 14, 4:06 pm Eastern Time Press Release SOURCE: Global Sports, Inc. Global Sports, Inc. Completes Acquisition Of Ashford.com, Inc. KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--March 14, 2002--GLOBAL SPORTS, INC. (NASDAQ:GSPT - news), a leading outsource solution provider for e-commerce and ---- ---- direct response, completed today its acquisition of Ashford.com, Inc. (NASDAQ:ASFD - news), following approval of the transaction by Ashford.com ---- ---- shareholders. Under the terms of the transaction, Ashford.com shareholders are receiving 0.0076 of a share of Global Sports common stock and $0.125 cash for each share of Ashford.com common stock. Global Sports is issuing approximately 430,000 shares of common stock and paying approximately $7.0 million of cash in exchange for all of the outstanding shares of Ashford.com. About Global Sports Global Sports (www.globalsports.com) is a leading outsource solution provider -------------------- for e-commerce and direct response. The company develops and operates e-commerce and direct response businesses for retailers, media companies, and professional sports organizations. The Global Sports platform includes Web site design and development, e-commerce technology, customer service, fulfillment, merchandising, content development and management, online and database marketing, and product development. Forward-Looking Statements All statements made in this release, other than statements of historical fact, are forward-looking statements. The words "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "will", "would", "should", "guidance", "potential", "continue", "project", "forecast" and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business of Global Sports and the industry and markets in which the company operates. Those statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by those forward-looking statements. Factors which may affect Global Sports' business, financial condition and operating results include the effects of changes in the economy, consumer spending, the stock market and the industries in which Global Sports operates, changes affecting the Internet, e-commerce and direct response marketing, the ability of the company to maintain relationships with strategic partners and suppliers, the ability of the company to timely and successfully develop, maintain and protect its technology and product and service offerings and execute operationally, the ability of the company to attract and retain qualified personnel and the ability of the company to successfully launch new businesses and integrate acquisitions of other businesses. More information about potential factors that could affect Global Sports can be found in its most recent Form 10-K, Form 10-Q and other reports and statements filed by Global Sports with the Securities and Exchange Commission. Global Sports expressly disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated by Global Sports. Additional Information and Where to Find It Global Sports files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Global Sports at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Global Sports' filings with the SEC are also available to the public from commercial document-retrieval services and at the Web site maintained by the SEC at http://www.sec.gov. ------------------ - ---------------------- Contact: Global Sports, Inc. Investor Contact: Jordan M. Copland Executive Vice President and Chief Financial Officer 610/491-7000 coplandj@globalsports.com ------------------------- or Media Contact: Patricia Henderson Corporate Communications 610/491-7000 hendersonp@globalsports.com --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----