-----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, DWslu+CXppmZudUJoPHLeTWuwtmM5eIJ34ZNDyMwQScQSrNsr5JaW48z/mh1T+Lw ZYNl0RtzboWeKYDziwUCFQ== 0000874786-97-000009.txt : 19970610 0000874786-97-000009.hdr.sgml : 19970610 ACCESSION NUMBER: 0000874786-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970603 ITEM INFORMATION: Other events FILED AS OF DATE: 19970606 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIDDELL SPORTS INC CENTRAL INDEX KEY: 0000874786 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 222890400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19298 FILM NUMBER: 97620020 BUSINESS ADDRESS: STREET 1: 900 3RD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128264300 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 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): June 3, 1997 RIDDELL SPORTS INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19298 22-2890400 (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 900 Third Avenue, New York, New York 10022 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (212) 826-4300 Not Applicable (Former name, former address and former fiscal year, if changed since last report) 2 Item 5. OTHER EVENTS 1. Registrant has entered into a Memorandum of Understanding to settle the claims asserted against it and certain of its officers and directors in several separate actions. The actions settled include, among others, the two separate fraudulent transfer actions, BRUCE LEVITT, BANKRUPTCY TRUSTEE FOR MACGREGOR SPORTING GOODS, INC., NOW KNOWN AS M. HOLDINGS, INC., PAUL SWANSON, BANKRUPTCY TRUSTEE FOR MGS ACQUISITION, INC. V. RIDDELL SPORTS INC. ET AL., NO. 95-2261 (BANKR. D.N.J.) AND INNOVATIVE PROMOTIONS, INC. ET AL. V. RIDDELL SPORTS INC. ET AL., IN RE MACGREGOR SPORTING GOODS, INC. (ADV. PROC NO. 94-2656 (RG)) as well as the counterclaims and other claims asserted against it and two directors in the action commenced by the Company entitled, RIDDELL SPORTS INC. V. FREDERIC H. BROOKS, (D.C., SD NY), 92 Civ. 7851 (JGK). The proposed settlement, generally, releases the Company and its affiliates from all claims in these actions and requires the Company to pay an aggregate of approximately $2.1 million (with respect to $1.4 million of which the Company has previously established a reserve and $0.7 million of which the Company has previously escrowed and expensed). Pursuant to the proposed settlement the Company will assign royalties of up to $3 million, on a present value basis, over ten years (the term is subject to adjustment in certain circumstances) from its "Riddell" footwear license. The settlement agreement contemplates that, subject to certain conditions, the Company will enter into a new license agreement with its current footwear licensee. The proposed settlement is conditioned upon, among other things, receipt of certain consents and approvals, including approval of the New Jersey bankruptcy court, and execution of a definitive settlement agreement by the various parties. There are no assurances that all requisite consents will be received or that the settlement will be finalized. b) Exhibits Exhibit Index: Description of Exhibits ----------------------- 99 Press Release dated June 4, 1997 concerning proposed settlement of several litigations fraudulent transfer cases and litigation involving a former employee. 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. RIDDELL SPORTS INC. Dated: June 6, 1997 By : /s/LAWRENCE F. SIMON ------------------ Lawrence F. Simon Senior Vice President EX-99 2 PRESS RELEASE ISSUED 6/4/97 [RIDDELL LOGO] RIDDELL SPORTS INC. - ----------------------------------------------------------------------------- 900 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK 10022 (212) 826-4300 FAX: (212) 826-5006 Contact: David Groleinger Chief Financial Officer RIDDELL ANNOUNCES MEMORANDUM OF UNDERSTANDING TO SETTLE FRAUDULENT CONVEYANCE CASES AND LITIGATION WITH FORMER EMPLOYEE New York, N.Y., June 4, 1997 - - Riddell Sports Inc. (NASDAQ: RIDL) today announced that it had entered into a Memorandum of Understanding for the settlement of a number of separate legal actions. Pursuant to the proposed settlement the bankruptcy trustees and others who have initiated certain fraudulent transfer actions against the Company are releasing the Company from liability. In addition to other things, the proposed settlement also releases the Company from all claims and counterclaims in an action involving a former employee. The proposed settlement requires the Company to pay approximately $2.1 million, consisting of $1.4 million for which the Company has previously established a reserve and approximately $700,000 which the Company previously deposited into escrow and expensed. The proposed settlement also requires the Company to assign up to $3 million on a present value basis of royalties from the Company's "Riddell" footwear licensee over a period of up to ten years (this term is subject to certain adjustments). The Company does not anticipate that the settlement will result in a charge to earnings, other than for legal costs associated with the finalization of the settlement, as the initial payments are approximately equal to reserves and escrows remaining from charges taken in prior periods. The proposed settlement is conditioned upon, among other things, receipt of requisite court and other consents and approvals and execution of a definitive settlement agreement by the various parties. There are no assurances that all requisite consents will be received or that the settlement will be finalized. The settlement agreement also contemplates that, subject to certain conditions, the Company will enter into a new license agreement with its current "Riddell" footwear licensee. Commenting on these developments, Mr. Mauer, Riddell's CEO, stated, "These litigations relate to events dating back as far as 1988, and I am pleased that we have reached an agreement in principle which will put these issues behind us and allows us to focus our management time on our business strategy." Riddell Sports Inc. sells sporting goods products and services for football and other sports. The Company is the world's leading manufacturer and reconditioner of football helmets and shoulder pads. The Company sells its sporting goods products (including mini- and full-size helmets made for display purposes for collectors) under the Riddell(R) and Pro-Edge(R) brands and provides reconditioning services under the Riddell/All-American name. The Company also licenses the Riddell(R) and MacGregor(R) trademarks for use on athletic footwear, leisure apparel and sports equipment. # # # -----END PRIVACY-ENHANCED MESSAGE-----