-----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, KuZTf2dz5JG+ouqX0jvI7r2ROKHCuG6nd1x/qAKxdHc1kU4Pbnlx5b3HmHiU4ORN 8OAlwFisISYzkFmZdw6Ghw== 0000890566-97-000440.txt : 19970318 0000890566-97-000440.hdr.sgml : 19970318 ACCESSION NUMBER: 0000890566-97-000440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970314 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970317 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN SPORTSWEAR INC CENTRAL INDEX KEY: 0000856711 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 911132690 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18054 FILM NUMBER: 97557797 BUSINESS ADDRESS: STREET 1: 6520 SOUTH 190TH ST CITY: KENT STATE: WA ZIP: 98032 BUSINESS PHONE: 2062513565 8-K 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): March 14, 1997 BRAZOS SPORTSWEAR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-18054 (STATE OF INCORPORATION) (COMMISSION FILE NUMBER) 91-1770931 (IRS EMPLOYER IDENTIFICATION NO.) 3860 VIRGINIA AVENUE CINCINNATI, OHIO 45227 (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (513) 272-3600 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On March 14, 1997, Brazos Sportswear, Inc., formerly Sun Sportswear, Inc. (the "Company"), reported the closing of the previously announced merger between BSI Holdings, Inc. ("BSI") and Sun Sportswear, Inc. Following the merger, Sun Sportswear, Inc. was reincorporated in Delaware and changed its name to "Brazos Sportswear, Inc.," and its common stock began trading on the Nasdaq National Market under the ticker symbol "BRZS." The March 14, 1997 news release of the Company concerning the closing of this transaction and a copy of the agreements entered into in connection therewith have been filed with the Securities and Exchange Commission. This summary description of the transaction does not purport to be complete and is qualified by reference to such press release and exhibits. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The required financial statements have previously been filed in the Company's proxy statement/prospectus dated February 14, 1996. (b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial statements will be filed by amendment to this Form 8-K. (c) EXHIBITS. 99.1 Press Release. 2 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, thereunto duly authorized. DATED this 14th day of March, 1997. BRAZOS SPORTSWEAR, INC. By: /s/ F. CLAYTON CHAMBERS F. Clayton Chambers, Vice President and Chief Financial Officer 3 EX-99 2 EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE March 14, 1997 Contact: Randall B. Hale F. Clayton Chambers Chairman Chief Financial Officer Brazos Sportswear, Inc. Brazos Sportswear, Inc. (713) 529-0900 (513) 272-3600 BRAZOS SPORTSWEAR, INC. AND SUN SPORTSWEAR, INC. COMPLETE MERGER TRANSACTION CINCINNATI, March 14, 1997 - Brazos Sportswear, Inc. ("Brazos Sportswear") announced today the consummation of the merger of BSI Holdings, Inc. and Sun Sportswear, Inc. and the subsequent reincorporation of Sun Sportswear in Delaware under the name "Brazos Sportswear, Inc." Sun Sportswear was previously traded on the Nasdaq National Market under the symbol SSPW. The surviving corporation of the merger, Brazos Sportswear, will begin trading under the symbol "BRZS" on Monday, March 17, 1997. Randall B. Hale, Chairman of Brazos Sportswear, stated "We are excited about the future prospects of the combined Brazos Sportswear and Sun Sportswear company. Brazos Sportswear is well positioned to continue as one of the fastest growing apparel companies in the United States." Shareholders of Sun Sportswear prior to the merger, other than Seafirst Bank, who did not elect to retain their shares received $2.20 per share for 50% of such shares and the remaining shares were converted into Brazos Sportswear common stock based on the one-for-five conversion ratio in the reincorporation merger. Seafirst received $2.20 per share for 59.5% of its Sun shares in a combination of a note and cash, with its remaining shares being converted into Brazos Sportswear common stock. Brazos Sportswear now has approximately 5.4 million shares of common stock outstanding. In accordance with the merger, Randall B. Hale, Nolan Lehmann, Alan Elenson, Michael S. Chadwick, J. Ford Taylor and F. Clayton Chambers have become the directors of Brazos Sportswear, Messrs. Taylor and Chambers have been elected president and chief executive officer, and vice president and chief financial officer, respectively. The company's principal executive office will be located in Cincinnati, Ohio. Brazos Sportswear, Inc. is one of the fastest growing apparel companies in the United States. Brazos Sportswear is a manufacturer and distributor of decorated sportswear with annualized revenues of approximately $250 million. Brazos Sportswear operates facilities in eleven states and sells products throughout the United States and Japan to over 12,000 customers. 1 -----END PRIVACY-ENHANCED MESSAGE-----