-----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, WlOIJ6B2obQBbgI0lVMij0qKLmxqtWbKuu22NGatYblwTirnSiMPlqTDEi9o0zUM vQrvYLswT/wfsaTLU5657Q== 0001144204-03-005690.txt : 20030918 0001144204-03-005690.hdr.sgml : 20030918 20030918155159 ACCESSION NUMBER: 0001144204-03-005690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030916 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E COM VENTURES INC CENTRAL INDEX KEY: 0000880460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 650026340 STATE OF INCORPORATION: FL FISCAL YEAR END: 0205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19714 FILM NUMBER: 03901264 BUSINESS ADDRESS: STREET 1: 251 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 3058891600 MAIL ADDRESS: STREET 1: 251 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: PERFUMANIA INC DATE OF NAME CHANGE: 19930328 8-K 1 ecom8k1.txt 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): September 16, 2003 ------------------ E Com Ventures, Inc. -------------------- (Exact name of registrant as specified in its charter) Florida 0-19714 65-0977964 ------- ------- ---------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 251 International Parkway, Sunrise, Florida 33325 ------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (954) 335-9100 -------------- Item 5. Other Events and Required FD Disclosure. - -------------------------------------------------- On September 16, 2003, E Com Ventures, Inc. (the "Company") entered into non-binding letters of intent to acquire all of the outstanding capital stock of Scents of Worth, Inc. ("Scents of Worth") and certain of the assets of Quality King Fragrances, Inc. ("QKF"). In addition, the Company announced that in anticipation of its potential acquisitions of QKF and Scents of Worth, the Company and QKF have agreed to use their reasonable efforts to coordinate purchasing activities, with QKF serving as the Company's purchasing agent, upon terms and conditions to be agreed upon by the parties. In connection with the evaluation of the Scents of Worth and QKF acquisitions, the Company and the parties to the letters of intent entered into an agreement not to disclose information exchanged in connection with that evaluation and not to use confidential information except for purposes of that evaluation. Copies of the Company's press releases announcing the signing of the letters of intent and the agreement to coordinate purchasing activities are attached hereto as Exhibits and are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ---------------------------------------------------------------------------- Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 17, 2003 announcing the signing of a letter of intent with Scents of Worth, Inc. 99.2 Press Release dated September 17, 2003 announcing the signing of a letter of intent with Quality King Fragrances, Inc. 99.3 Press Release dated September 17, 2003 announcing the agreement to coordinate purchasing activities with Quality King Fragrances, Inc. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 17th day of September, 2003. E COM VENTURES, INC. By: /s/ A. Mark Young ----------------------------- A. Mark Young Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 17, 2003 announcing the signing of a letter of intent with Scents of Worth, Inc. 99.2 Press Release dated September 17, 2003 announcing the signing of a letter of intent with Quality King Fragrances, Inc. 99.3 Press Release dated September 17, 2003 announcing the agreement to coordinate purchasing activities with Quality King Fragrances, Inc. EX-99.1 3 ex-99_1.txt Exhibit 99.1 E COM VENTURES, INC. SIGNS A LETTER OF INTENT TO ACQUIRE FRAGRANCE RETAILER, SCENTS OF WORTH, INC. SUNRISE, FLORIDA September 17, 2003. E COM VENTURES, INC. ("ECOM V") (NASDAQ: ECMV) announced today that it has signed a non-binding letter of intent to acquire all of the outstanding capital stock of Scents of Worth, Inc. ("Scents of Worth"), a retailer of fine fragrances, with gross sales exceeding $70 million during its last fiscal year, and having over 3,000 kiosks in major national retailers, such as, Kmart, Burlington, Loehmanns and Filenes. ECOM V will not be acquiring the accounts receivable of Scents of Worth, Inc. in the acquisition. Glenn and Stephen Nussdorf (the "Nussdorfs") together own a majority interest in the parent of Scents of Worth and together own approximately 16% of ECOM V's outstanding common stock. Ilia Lekach, Chairman and CEO of ECOM V, the parent of fragrance retailer, Perfumania, Inc ("Perfumania"), commented, "This is a terrific opportunity to continue growth as a major player in the US fragrance industry. The acquisition of Scents of Worth will enhance our relationship with suppliers and provides economies of scale for our fixed expenses. We expect the acquisition to have financial, operational and strategic benefits for our company." Michael Katz, Executive Vice-President of Scents of Worth, said, "We are excited by the opportunity to create one of the largest fragrance retailers in the U.S. with the marketing, merchandising, and operational expertise of the combined entity." The letter of intent is not binding on the parties and is subject to numerous conditions, including the negotiation and execution of a definitive acquisition agreement, the completion of due diligence, the absence of any material adverse change in ECOM V's or Scents of Worth's business, assets or prospects, and the approval of the transaction by the independent members of the Board of Directors of ECOM V. Due to the upcoming Holiday season, and the time necessary to complete due diligence and the preparation of the final acquisition documents and to satisfy closing conditions, an anticipated closing date is set for late February 2004, although no assurance can be given. ECOM V also announced today in a separate press release that it has entered into a letter of intent to acquire certain of the assets of fragrance wholesaler, Quality King Fragrance, Inc. ("QKF"), an affiliate of Scents of Worth. In connection with the evaluation of the Scents of Worth and QKF acquisitions, ECOM V, the Nussdorfs, Scents of Worth, QKF and the parent of Scents of Worth and QKF have entered into an agreement not to disclose information exchanged in connection with that evaluation and not to use confidential information except for purposes of that evaluation. In addition, ECOM V has agreed to pay the Nussdorfs and the Nussdorfs have agreed to pay ECOM V a fee of $1,000,000, if ECOM V or the Nussdorfs, respectively, agree to any proposal received on or before February 28, 2004 regarding a transaction with a third party involving a sale by ECOM V, Scents of Worth or QKF of their fragrance businesses or which would prevent, prohibit or interfere with the possible acquisitions or result in material changes to the fragrance businesses of ECOM V or the fragrance businesses of Scents of Worth or QKF, respectively, or their respective values, financial conditions or prospects. ECOM V, through its subsidiary, Perfumania, is a retailer of prestige fragrances. This press release includes information presented which contains forward-looking information, including statements regarding the benefits of the acquisition of Scents of Worth and the anticipated closing date of such acquisition. These comments constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the information discussed in these forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward-looking statements are the ability to satisfy the conditions contained in the letter of intent, the ability to complete the acquisition, on a timely basis, or at all, and if the acquisition is completed, the ability to achieve the anticipated benefits of the acquisition, general economic conditions, future trends in sales, ECOM V's ability to introduce new products in a cost-effective manner and other factors included in E COM V's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. ECOM V undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Perfumania is a trademark of Perfumania, Inc. All other trademarks are the property of their respective owners. FOR: E COM VENTURES, INC. CONTACT: Ilia Lekach 954-335-9160 Mark Young 954-335-9030 # # # # # # EX-99.2 4 ex-99_2.txt Exhibit 99.2 E COM VENTURES, INC. SIGNS A LETTER OF INTENT TO ACQUIRE CERTAIN ASSETS OF QUALITY KING FRAGRANCE, INC. SUNRISE, FLORIDA September 17, 2003. E COM VENTURES, INC. ("ECOM V") (NASDAQ: ECMV) announced today that it has signed a non-binding letter of intent to acquire certain assets, other than inventory and receivables, of Quality King Fragrance, Inc., ("QKF") a wholesaler of fine fragrances, with sales of approximately $85 million during its last fiscal year. ECOM V will acquire all of QKF's inventory over a twelve month period following the acquisition. QKF primarily distributes nationally advertised fragrance products to department stores, specialty outlets, drug store chains, mass merchandisers and other distributors. QKF purchases these products from a variety of manufacturers and wholesale distributors. Glenn and Stephen Nussdorf together own a majority interest in the parent of QKF and together own approximately 16% of ECOM V's outstanding common stock. Ilia Lekach, Chairman and CEO of ECOM V, the parent of fragrance retailer, Perfumania, Inc ("Perfumania"), commented, "This acquisition is in line with our growth strategy, and most of all, will place us in position to create an exciting vehicle for our present and future suppliers that will help to strengthen all of our supplier relationships." Michael Katz, Executive Vice President of QKF said, "The buying power and enhanced financial strength of the combination of Perfumania, Scents of Worth, Inc. and QKF will present exciting opportunities for the combined entity and its suppliers throughout the world. " The letter of intent is not binding on the parties and is subject to numerous conditions, including the negotiation and execution of a definitive acquisition agreement, the completion of due diligence, the absence of any material adverse change in QKF's or ECOM V's business, assets or prospects, and the approval of the transaction by the independent members of the Board of Directors of ECOM V and ECOM V's and QKF's lenders. Due to the upcoming Holiday season, and the time necessary to complete due diligence and the preparation of the final acquisition documents, an anticipated closing date is set for late February 2004, although no assurance can be given. ECOM V also announced today in a separate press release that it has entered into a letter of intent to acquire all of the capital stock of fragrance retailer, Scents of Worth, Inc. ("Scents of Worth"), an affiliate of QKF. In connection with the evaluation of the Scents of Worth and QKF acquisitions, ECOM V, the Nussdorfs, Scents of Worth, QKF and the parent of Scents of Worth and QKF have entered into an agreement not to disclose information exchanged in connection with that evaluation and not to use confidential information except for purposes of that evaluation. In addition, ECOM V has agreed to pay the Nussdorfs and the Nussdorfs have agreed to pay ECOM V a fee of $1,000,000, if ECOM V or the Nussdorfs, respectively, agree to any proposal received on or before February 28, 2004 regarding a transaction with a third party involving a sale by ECOM V, Scents of Worth or QKF of their fragrance businesses or which would prevent, prohibit or interfere with the possible acquisitions or result in material changes to the fragrance businesses of ECOM V or the fragrance businesses of Scents of Worth or QKF, respectively, or their respective values, financial conditions or prospects. ECOM V, through its subsidiary, Perfumania, is a retailer of prestige fragrances. This press release includes information presented which contains forward-looking information, including statements regarding the benefits of the acquisition of QKF and the anticipated closing date of such acquisition. These comments constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the information discussed in these forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward-looking statements are the ability to satisfy the conditions contained in the letter of intent, the ability to complete the acquisition, on a timely basis, or at all, and if the acquisition is completed, the ability to achieve the anticipated benefits of the acquisition, general economic conditions, future trends in sales, ECOM V's ability to introduce new products in a cost-effective manner and other factors included in E COM V's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. ECOM V undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Perfumania is a trademark of Perfumania, Inc. All other trademarks are the property of their respective owners. FOR: E COM VENTURES, INC. CONTACT: Ilia Lekach 954-335-9160 Mark Young 954-335-9030 # # # # # # EX-99.3 5 ex-99_3.txt Exhibit 99.3 E COM VENTURES, INC. AND QUALITY KING FRAGRANCE, INC. AGREE TO USE REASONABLE EFFORTS TO COORDINATE PURCHASING ACTIVITIES SUNRISE, FLORIDA September 17, 2003. E COM VENTURES, INC. ("ECOM V") (NASDAQ: ECMV) announced today that in anticipation of its upcoming acquisitions of Quality King Fragrance, Inc. ("QKF") and Scents of Worth, Inc., ECOM V and QKF have agreed to use their reasonable efforts to coordinate purchasing activities, with QKF serving as ECOM V's purchasing agent, upon terms and conditions to be agreed upon by the parties. QKF will be purchasing merchandise for resale to Perfumania, Inc. ("Perfumania"), a wholly-owned subsidiary of ECOM V with over 240 retail outlets in the U.S. and Puerto Rico. This agreement is preliminary in nature and is subject to the terms of a definitive purchasing agreement. Ilia Lekach, Chairman and CEO of ECOM V commented, "We decided to take immediate advantage of the opportunity to combine the retail and wholesale platforms of the three companies (Perfumania, Inc., Scents of Worth, Inc., and QKF) to strengthen our supplier relationships. The definitive purchasing agreement will include the appointment of QKF, as Perfumania's purchasing representative that can source product directly from various suppliers." Michael Katz, Executive Vice-President of QKF said, "I look forward to the exciting opportunities for QKF and its suppliers that buying for the three entities will present." Subject to the terms of the definitive purchasing agreement, QKF will make available 60-day credit terms on purchases of fragrances up to ECOM V's approved credit limit . ECOM V also announced today in separate press releases that it has entered into letters of intent to acquire all of the capital stock of fragrance retailer, Scents of Worth, Inc., and certain assets of QKF. Glenn and Stephen Nussdorf together own a majority interest in the parent of QKF and Scents of Worth, Inc. and together own approximately 16% of ECOM V's outstanding stock. ECOM V, through its subsidiary, Perfumania, is a retailer of prestige fragrances. This press release includes information presented which contains forward-looking information, including statements regarding the acquisition of QKF and Scents of Worth, Inc. and the buying power of the three companies. These comments constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the information discussed in these forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward-looking statements are the ability to enter into a definitive purchasing agreement on favorable terms, or at all, the ability to satisfy the conditions contained in the letters of intent to acquire QKF and Scents of Worth, Inc., the ability to complete the acquisitions of QKF and Scents of Worth, Inc., on a timely basis, or at all, and if the acquisitions are completed, the ability to achieve the anticipated benefits of the acquisitions, general economic conditions, future trends in sales, ECOM V's ability to introduce new products in a cost-effective manner and other factors included in ECOM V's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. ECOM V undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Perfumania is a trademark of Perfumania, Inc. All other trademarks are the property of their respective owners. FOR: E COM VENTURES, INC. CONTACT: Ilia Lekach 954-335-9160 Mark Young 954-335-9030 # # # # # # -----END PRIVACY-ENHANCED MESSAGE-----