Current Report Filing (8-k)
May 17 2018 - 2:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
May 15, 2018
ESCALADE,
INCORPORATED
(Exact Name
of Registrant as Specified in Its Charter)
Indiana
(State or Other
Jurisdiction of Incorporation)
0-6966
|
13-2739290
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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817
Maxwell Avenue, Evansville, Indiana
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47711
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Address
of Principal Executive Offices)
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Zip
Code)
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(812)
467-1251
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (
see
General Instruction A.2. below):
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.01 – Entry into
a Material Definitive Agreement
Item 2.01 – Completion
of Acquisition or Disposition of Assets
On May 15, 2018, Escalade, Incorporated
(“Escalade”) entered into a definitive share purchase agreement with Goldcup 16681 AB, a Swedish limited liability
company formed by a private Swedish investor, for the private sale of the 6,000 shares of STIGA Sports Group AB, a Swedish limited
liability company (“STIGA”), owned by Escalade. On May 17, 2018, Escalade completed the sale of this asset, which
represented 50% of the aggregate outstanding share capital of STIGA, for consideration of 295,000,000 Swedish Krona (equivalent
to approximately U.S. $33,704,656 based on the May 17 exchange rate). Escalade’s sale of the STIGA shares constitutes a
significant disposition of assets because the assets sold exceeded 10% of Escalade’s consolidated assets.
In conjunction with Escalade’s
sale of the STIGA shares, Escalade Sports entered into a new license agreement with STIGA Sports AB for the licensing rights to
manufacture, market, promote, sell and distribute STIGA-branded table tennis hobby products in the United States, Mexico and Canada.
Escalade Sports has had licensing rights for such products since 1995 pursuant to an existing license agreement that continues
through December 31, 2018. The new license agreement will go into effect on January 1, 2019.
A copy of the share purchase agreement
is attached as Exhibit 2.1, and is incorporated herein by reference. The above description of the terms of the share purchase
agreement is qualified in its entirety by reference to Exhibit 2.1.
Item 8.01 – Other Events
On May 17, 2018, Escalade issued
a press release announcing the private sale of its STIGA shares. A copy of the press release is attached as Exhibit 99.1 and is
furnished but not filed for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference
in any such filing.
Item 9.01 – Financial Statements
and Exhibits
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May
17, 2018
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ESCALADE, INCORPORATED
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By:
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/s/
STEPHEN R. WAWRIN
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Stephen R. Wawrin, Vice President and
Chief Financial Officer
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