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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) July 11, 2005
Lifetime Brands, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-19254 11-2682486
(Commission File Number) (IRS Employer Identification No.)
One Merrick Avenue, Westbury, New York 11590
(Address of Principal Executive Offices) (Zip Code)
516-683-6000
(Registrant's Telephone Number, Including Area Code)
N/A
(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):
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. Acquisition or Disposition of Assets
On July 11, 2005, PFZ Acquisition Corp., a Delaware
corporation ("Acquisition Sub"), and Pfaltzgraff Factory
Stores, Inc., a Delaware corporation formerly known as PFZ
Outlet Retail, Inc. ("Retail Sub" and, together with
Acquisition Sub, each a "Buyer" and collectively the
"Buyers"), purchased from The Pfaltzgraff Co., a
Pennsylvania corporation ("Parent"), The Pfaltzgraff
Manufacturing Co., a Pennsylvania corporation
("Manufacturing"), Pfaltzgraff Investment Co., a Delaware
corporation ("InvestCo"), and The Pfaltzgraff Outlet Co., a
Maryland corporation ("Outlet" and, together with Parent,
Manufacturing and InvestCo, each a "Seller" and collectively
the "Sellers"), substantially all of the assets used or held
for use by Sellers in the conduct of the Business (as
defined below) and Buyers assumed certain of the liabilities
and obligations of Sellers with respect to the Business, all
upon the terms and conditions of an Asset Purchase Agreement
dated as of June 17, 2005 by and among Sellers, Buyers and
Lifetime Brands, Inc., a Delaware corporation and the owner
of all of the outstanding shares of capital stock of each of
the Buyers ("Lifetime").
Prior to the closing of the purchase (the "Closing"),
Sellers were engaged in the business of designing, sourcing,
marketing, distributing and selling (but, for avoidance of
doubt, not manufacturing), at retail, wholesale and by
direct marketing and internet marketing, ceramic dinnerware
and related household products, and licensing designs
therefor to and from third parties (the "Business").
Following the Closing, Buyers will be carrying on the
business previously conducted by Sellers.
Upon the terms and provisions of the Asset Purchase
Agreement, Buyer purchased from Sellers, all right, title
and interest of Sellers in and to all the assets, properties
and rights of Sellers used, or held for use primarily in the
Business as of the Closing, including:
(a) all rights in the Business Intellectual Property (as
defined in the Asset Purchase Agreement) relating to the
Business;
(b) all furnishings, furniture, supplies, tools, machinery
and equipment and other personal property and fixed assets
that were owned by Sellers and were used in the Business,
other than the Excluded Assets, including the items set
forth on Schedule 2.2(b) to the Asset Purchase Agreement;
(c) the Contracts (as defined in the Asset Purchase
Agreement) set forth on Schedule 2.2(c) to the Asset
Purchase Agreement;
(d) the leases of personal property set forth on Schedule
2.2(d) to the Asset Purchase Agreement;
(e) the leases of real property set forth on Schedule
2.2(e) to the Asset Purchase Agreement;
(f) the Design Licenses (as defined in the Asset Purchase
Agreement);
(g) any Contract made or entered into after the date hereof
by Seller with respect to the Business in the ordinary
course of business consistent with past practice not in
violation of the Asset Purchase Agreement (the Contracts
described in clauses (c), (d), (e), (f) and (g) being
hereinafter referred to as the "Assumed Contracts");
(h) all Seller Receivables (as defined in the Asset
Purchase Agreement);
(i) all prepaid expenses, advances, credits and deposits of
Sellers;
(j) all Seller Inventory (as defined in the Asset Purchase
Agreement);
(k) all goodwill of the Business; and
(l) a copy of all books of account and other financial
records, files, documents, instruments, books and records
relating principally to the Business;
but excluding therefrom the following assets,
properties and rights of the Sellers (collectively, the
"Excluded Assets"):
(a) all ownership and other rights with respect to Seller
Benefit Plans (as defined in the Asset Purchase Agreement);
(b) all Licenses (as defined in the Asset Purchase
Agreement);
(c) the charter documents of each Seller and the minute
books, stock ledgers, tax returns, books of account and
other constituent records relating to the organization,
maintenance and existence of each Seller as a corporation;
(d) the rights that accrued to each Seller under the Asset
Purchase Agreement and any other agreements between any
Seller and Buyer to be delivered pursuant to the Asset
Purchase Agreement;
(e) all insurance policies of Sellers;
(f) all cash and cash equivalents of Sellers;
(g) all rights arising from or related to the litigation
listed on Schedule 2.3(g) to the Asset Purchase Agreement;
(h) the assets listed on Schedule 2.3(h) (to the Asset
Purchase Agreement);
(i) all rights in or to any and all real property, subject
to the DC Leases (as defined in the Asset Purchase
Agreement) and the Flemington Lease (as defined in the Asset
Purchase Agreement);
(j) all rights in or to any assets used exclusively in the
Manufacturing Business (as defined in the Asset Purchase
Agreement); and
(k) historical archives and historical items relating to
the Business that were neither used in nor useful in the
conduct of the Business as then conducted by Sellers.
The properties, assets and business sold by Seller to Buyer
pursuant to the Asset Purchase Agreement are referred to as
the "Assets".
As consideration for the Assets:
1. Buyers paid in cash:
(a) To Sellers at the Closing by wire transfer
$22,062,660.92;
(b) To Wachovia Capital Finance at the Closing by wire
transfer $10,090,727.05; and
(c) To Sawaya Segalas & Company, LLC, at the Closing by
wire transfer $959,730.34.
Included in the payments by Buyers at the Closing were
$561,068.31 for prepaid rents and related charges and
$52,050.00 for retail store funds.
2. Buyers assumed and agreed to pay, perform and discharge
solely the following debts, obligations and liabilities
relating to the Business and the Assts, and no others
(collectively the "Assumed Liabilities"):
(a) subject to Section 3.7 and 2.5(h) of the Asset Purchase
Agreement, all debts, liabilities and obligations of Sellers
under the Assumed Contracts to be paid, performed or
discharged by Sellers after the Closing;
(b) all debts, liabilities and obligations attributable to
or arising out of the ownership or operation of any Assets
or the Business after the Closing; and
(c) the debts, obligations and liabilities set forth on
Schedule 2.4(b) to the Asset Purchase Agreement.
Except for the Assumed Liabilities, Buyers did not assume or
undertake to perform or pay any other debt, liability or
obligation of Sellers.
The cash paid at the Closing was borrowed by the Company
under a secured credit facility with a group of banks.
Effective July 11, 2005, Marsha Everton, a key executive of
Sellers, was elected President of two of the Buyer's wholly
owned subsidiaries, Retail Sub, which will operate the
factory outlet stores formerly operated by Outlet, and
Outlet Retail Stores, Inc., a Delaware corporation, which
prior to the Closing operated and following the Closing will
continue to operate retail outlet stores under the
Farberware trade name.
Following the Closing, Acquisition Sub will change its
corporate name to The Pfaltzgraff Co.
The information provided in this Item 2.01 is qualified in
its entirety by reference to the terms and conditions of the
Asset Purchase Agreement, a copy of which was filed by
Lifetime as an attachment to Form 8-K dated June 24, 2005.
ITEM 9.01 Financial Statement and Exhibits
The financial statements required by this item will be filed
by amendment not later than 71 calendar days after the date
that this initial report on Form 8-K must be filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned,
hereunto duly authorized.
LIFETIME BRANDS, INC.
(Registrant)
By:
Robert McNally
Vice President of Finance
and Chief Financial Officer
Dated: July 11, 2005