UNITED STATES
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
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Date of Report
(Date of earliest
event reported):
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May 5, 2004
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Johnson Outdoors Inc.
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(Exact name of registrant as specified in its charter) |
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Wisconsin
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0-16255
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39-1536083
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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555 Main Street, Racine, Wisconsin 53403
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(Address of principal executive offices, including zip code) |
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(262) 6316600
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(Registrants telephone number, including area code) |
Item 2
Acquisition or Disposition of Assets.
On May 5, 2004, Johnson Outdoors Inc.
(the Company) acquired all of the issued and outstanding capital stock of
Techsonic Industries, Inc. (the Stock Acquisition), an Alabama corporation
(Techsonic), in accordance with that certain Stock Purchase Agreement, dated
as of May 5, 2004 (the Stock Agreement), by and between the Company and TFX
Equities Incorporated, a Delaware corporation (TFX). Teleflex Incorporated, a
Delaware corporation (Teleflex), joined in the Stock Agreement to guarantee
the payment and performance of TFXs obligations under the Stock Agreement. In
connection with the Stock Acquisition, on May 5, 2004, the Company also acquired certain
registered patents and trademarks used by Techsonic in its business of manufacturing and
marketing underwater sonar and GPS technology equipment (the Intellectual Property
Acquisition), in accordance with that certain Intellectual Property Purchase
Agreement, dated as of May 5, 2004 (the Intellectual Property Agreement), by
and among the Company, Teleflex and Technology Holding Company II, a Delaware corporation.
The Stock Agreement and the Intellectual Property Agreement (collectively, the
Transaction Agreements) are filed as Exhibits 2.1 and 2.2, respectively, to
this Current Report on Form 8-K (this Report) and are expressly incorporated
by reference in this Report.
Techsonic is a manufacturer and
marketer of underwater sonar and GPS technology equipment. Techsonic will continue its
business and will be consolidated with the Companys Motors segment for financial
reporting purposes. The Company has renamed the Motors segment the Marine Electronics
Group and will first report the financial results of the renamed segment for the quarter
ending July 2, 2004.
The parties agreed to the purchase
price for the Stock Acquisition and the Intellectual Property Acquisition (collectively,
the Transactions) through arms-length negotiations. Pursuant to the
Transaction Agreements, the aggregate purchase price for the Transactions was $28.0
million and the assumption of certain operating obligations. The cash portion of the
purchase price is subject to a post-closing working capital adjustment. The Company paid
the cash purchase price for the acquisition from a combination of cash on hand and
temporary borrowings through its line of credit pursuant to that certain 3-Year Revolving
Credit Agreement, dated as of August 31, 2001, as amended (the Credit
Agreement), by and among the Company, one or more other subsidiary borrowers from
time to time parties thereto, the institutions from time to time parties thereto as
lenders and Bank One, NA, a national banking association, as swing line lender, letter of
credit issuer and administrative agent. The Credit Agreement is filed as Exhibits 10.1 and
10.2 to this Report and is expressly incorporated by reference in this Report.
Item 7
Financial Statements and Exhibits.
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(a) |
Financial
Statements of Businesses Acquired. |
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Pursuant
to Rule 3-05 of Regulation S-X, the Company is not required to file financial statements
of Techsonic. |
1
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(b) |
Pro
Forma Financial Information. |
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Pursuant
to Article 11 of Regulation S-X, the Company is not required to file pro forma financial
information respecting Techsonic. |
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The
following exhibits are being filed with this Report: |
2.1 |
Stock
Purchase Agreement, dated as of May 5, 2004, by and between Johnson Outdoors Inc. and TFX
Equities Incorporated. (Filed as Exhibit 2.1 to Johnson Outdoors Form 10-Q for the
quarter ended April 2, 2004 and incorporated herein by reference.) |
2.2 |
Intellectual
Property Purchase Agreement, dated as of May 5, 2004, by and among Johnson Outdoors Inc.,
Technology Holding Company II and Teleflex Incorporated. (Filed as Exhibit 2.2 to Johnson
Outdoors Form 10-Q for the quarter ended April 2, 2004 and incorporated herein by
reference.) |
10.1 |
3-Year
Revolving Credit Agreement, dated as of August 31, 2001, by and among Johnson Outdoors,
one or more other subsidiary borrowers from time to time parties thereto, the
institutions from time to time parties thereto as lenders and Bank One, NA, a national
banking association, as swing line lender, letter of credit issuer and administrative
agent. (Filed as Exhibit 4.10 to Johnson Outdoors Form 10-K for the year ended
September 27, 2002.) |
10.2 |
Amendment
No. 1 to 3-Year Revolving Credit Agreement, dated as of December 18, 2001, by and among
Johnson Outdoors, the financial institutions listed on the signature pages thereto and
Bank One, NA, in its individual capacity as a lender and in its capacity as contractual
representative. (Filed as Exhibit 4.11 to Johnson Outdoors Form 10-K for the year
ended September 27, 2002.) |
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 hereunto duly authorized.
Date: May 20, 2004
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JOHNSON OUTDOORS INC. |
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By: /s/ Paul A. Lehmann |
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Its: Chief Financial Officer |
JOHNSON OUTDOORS INC.
EXHIBIT INDEX TO
CURRENT REPORT ON FORM 8-K
2.1 |
Stock
Purchase Agreement, dated as of May 5, 2004, by and between Johnson Outdoors Inc. and TFX
Equities Incorporated. (Filed as Exhibit 2.1 to Johnson Outdoors Form 10-Q for the
quarter ended April 2, 2004 and incorporated herein by reference.) |
2.2 |
Intellectual
Property Purchase Agreement, dated as of May 5, 2004, by and among Johnson Outdoors Inc.,
Technology Holding Company II and Teleflex Incorporated. (Filed as Exhibit 2.2 to Johnson
Outdoors Form 10-Q for the quarter ended April 2, 2004 and incorporated herein by
reference.) |
10.1 |
3-Year
Revolving Credit Agreement, dated as of August 31, 2001, by and among Johnson Outdoors,
one or more other subsidiary borrowers from time to time parties thereto, the
institutions from time to time parties thereto as lenders and Bank One, NA, a national
banking association, as swing line lender, letter of credit issuer and administrative
agent. (Filed as Exhibit 4.10 to Johnson Outdoors Form 10-K for the year ended
September 27, 2002.) |
10.2 |
Amendment
No. 1 to 3-Year Revolving Credit Agreement, dated as of December 18, 2001, by and among
Johnson Outdoors, the financial institutions listed on the signature pages thereto and
Bank One, NA, in its individual capacity as a lender and in its capacity as contractual
representative. (Filed as Exhibit 4.11 to Johnson Outdoors Form 10-K for the year
ended September 27, 2002.) |