UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 2, 2008
Russ Berrie and Company, Inc.
(Exact Name of Registrant as Specified in Charter)
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New Jersey |
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1-8681 |
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22-1815337 |
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(State or Other
Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
111 Bauer Drive, Oakland, New Jersey 07436
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (201) 337-9000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On April 8, 2008, Russ Berrie and Company, Inc. (the “Company”) filed a Current Report on Form 8-K with respect to the consummation as of April 2, 2008 of the purchase by LaJobi, Inc. (“LJ”), a newly-formed indirect wholly-owned Delaware subsidiary of the Company, of substantially all of the assets used in the business of LaJobi Industries, Inc., a New Jersey corporation (“LaJobi”), pursuant to the terms of an Asset Purchase Agreement among LJ, LaJobi and each of Lawrence Bivona and Joseph Bivona (the “LaJobi 8-K”). At that time, the Company stated in the LaJobi 8-K that it intended to file the required financial statements and pro forma financial information within 71 days from the required date of that filing. By this amendment to the LaJobi 8-K, the Company is amending and supplementing Item 9.01 thereof to include the required financial statements and pro forma financial information. Except for the filing of such financial information, this Form 8-K/A does not modify or update other disclosures in, or exhibits to, the LaJobi 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The following financial statements of LaJobi Industries, Inc. are filed herewith as Exhibit 99.2 to this Current Report on Form 8-K/A, and are incorporated herein by reference thereto:
· Report of Wilkin & Guttenplan, P.C.
· Balance Sheets as of December 31, 2007 and 2006 (audited)
· Statements of Income for the years ended December 31, 2007, 2006 and 2005 (audited)
· Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2007, 2006 and 2005 (audited)
· Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 (audited)
· Notes to the Financial Statements (audited)
· Balance Sheet as of March 31, 2008 (unaudited)
· Statements of Income for the three months ended March 31, 2008 and 2007 (unaudited)
· Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2008 (unaudited)
· Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)
· Notes to the Unaudited Financial Statements
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Company and LaJobi Industries, Inc. is filed herewith as Exhibit 99.3 to this Current Report on Form 8-K/A, and is incorporated herein by reference thereto:
· Unaudited Pro forma Combined Balance Sheet as of March 31, 2008
· Unaudited Pro forma Combined Statement of Operations for the year ended December 31, 2007
· Unaudited Pro forma Combined Statement of Operations for the three months ended March 31, 2008
· Notes to the Unaudited Combined Proforma Financial Statements
(d) Exhibits.
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The following exhibits are filed with this report:
Exhibits
4.21 Amended and Restated Credit Agreement, dated as of April 2, 2008, among Russ Berrie and Company, Inc., Kids Line, LLC, Sassy, Inc., I & J Holdco, Inc., LaJobi, Inc., CoCaLo, Inc. (via a Joinder Agreement), the financial institutions party thereto or their assignees (the “Lenders”), LaSalle Bank National Association, as Administrative Agent for the Lenders and as Fronting Bank, Sovereign Bank as Syndication Agent, Wachovia Bank, N.A. as Documentation Agent and Banc of America Securities LLC as Lead Arranger, incorporated by reference to the LaJobi 8-K.
4.22 Amended and Restated Guaranty and Collateral Agreement, dated as of April 2, 2008, entered into among Kids Line, LLC, Sassy, Inc., I&J Holdco, Inc., LaJobi Inc. and CoCaLo, Inc. (via a Joinder Agreement) in favor of LaSalle Bank National Association, as Administrative Agent, incorporated by reference to the LaJobi 8-K.
23.1 Consent of Wilkin & Guttenplan, P.C.
99.1 Press Release dated April 3, 2008, incorporated by reference to the LaJobi 8-K.
99.2 LaJobi Industries, Inc. Financial Statements
· Report of Wilkin & Guttenplan, P.C.
· Balance Sheets as of December 31, 2007 and 2006 (audited)
· Statements of Income for the years ended December 31, 2007, 2006 and 2005 (audited)
· Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2007, 2006 and 2005 (audited)
· Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 (audited)
· Notes to the Financial Statements (audited)
· Balance Sheet as of March 31, 2008 (unaudited)
· Statements of Income for the three months ended March 31, 2008 and 2007 (unaudited)
· Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2008 (unaudited)
· Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)
· Notes to the Unaudited Financial Statements
99.3 Unaudited Pro Forma Combined Financial Statements
· Unaudited Pro forma Combined Balance Sheet as of March 31, 2008
· Unaudited Pro forma Combined Statement of Operations for the year ended December 31, 2007
· Unaudited Pro forma Combined Statement of Operations for the three months ended March 31, 2008
· Notes to the Unaudited Combined Pro forma Financial Statements
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.
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Date: June 18, 2008 |
RUSS BERRIE AND COMPANY, INC. |
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By: |
/s/ Marc S. Goldfarb |
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Marc S. Goldfarb |
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Senior Vice President and |
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General Counsel |
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Exhibit Index
23.1 Consent of Wilkin & Guttenplan, P.C.
99.2 LaJobi Industries, Inc, Financial Statements
· Report of Wilkin & Guttenplan, P.C.
· Balance Sheets as of December 31, 2007 and 2006 (audited)
· Statements of Income for the years ended December 31, 2007, 2006 and 2005 (audited)
· Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2007, 2006 and 2005 (audited)
· Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 (audited)
· Notes to the Financial Statements (audited)
· Balance Sheet as of March 31, 2008 (unaudited)
· Statements of Income for the three months ended March 31, 2008 and 2007 (unaudited)
· Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2008 (unaudited)
· Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)
· Notes to the Unaudited Financial Statements
99.3 Unaudited Pro Forma Combined Financial Statements
· Unaudited Pro forma Combined Balance Sheet as of March 31, 2008
· Unaudited Pro forma Combined Statement of Operations for the year ended December 31, 2007
· Unaudited Pro forma Combined Statement of Operations for the three months ended March 31, 2008
· Notes to the Unaudited Combined Proforma Financial Statements
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