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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): FEBRUARY 8, 2002
DIRECT FOCUS, INC.
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(Exact name of registrant as specified in its charter)
Washington 000-25867 94-3002667
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1400 NE 136th Avenue
Vancouver, Washington 98684
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(Address of principal executive offices and Zip Code)
(360) 694-7722
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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DIRECT FOCUS, INC.
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Direct Focus, Inc. ("Direct Focus" or the "Company"), through a wholly-owned
subsidiary, acquired the receivables, inventories, fixed assets, certain
intangible assets and the stock of the foreign subsidiaries of StairMaster
Sports/Medical, Inc. ("StairMaster") on February 8, 2002 for a cash purchase
price of approximately $25 million. StairMaster was acquired through a
bankruptcy auction in the United States Bankruptcy Court for the Western
District of Washington, which auction was completed on January 17, 2002.
StairMaster filed voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on August 30, 2001. The foreign subsidiaries were not
included in the bankruptcy petition.
The acquired assets include property, plant, equipment and other property used
to manufacture, assemble, distribute and sell fitness equipment including
steppers, stepmills, treadmills, and exercise bicycles. The Company intends to
continue to use the acquired assets for these purposes.
The purchase price for StairMaster was determined in the bankruptcy court
auction. The Company's bid was formulated on the basis of historical and
projected financial performance. The Company financed the acquisition from cash
on hand. The purchase price is subject to adjustment based on the final
calculation of net trade receivables and inventory as of the closing date. In
accordance with the Asset Purchase Agreement by and among the Company and
StairMaster, the purchase price, based on the formula set forth in the Asset
Purchase Agreement, should be finalized late in the first quarter of 2002.
The foregoing description of the StairMaster acquisition is not deemed to be
complete and is qualified in its entirety by the complete text of the Asset
Purchase Agreement and the Amendment to the Asset Purchase agreement by and
between the Company and StairMaster, dated January 17, 2002, and February 7,
2002, respectively, filed as Exhibit 2.1 and Exhibit 2.2, respectively, hereto
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements for the business acquired as described in Item 2 above will
be filed by amendment to this Form 8-K on or before April 24, 2002.
(b) Pro forma financial information.
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Pro-forma financial information reflecting the effect of the business acquired
as described in Item 2 above will be filed by amendment to this Form 8-K on or
before April 24, 2002.
(c) Exhibits
The following exhibits are filed herewith and this list constitutes the exhibit
index.
Exhibit No. Document Description
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2.1 Asset Purchase Agreement by and between Direct Focus and
StairMaster, dated January 17, 2002.
2.2 Amendment to Asset Purchase Agreement by and between Direct
Focus and StairMaster, dated February 7, 2002.
The Registrant undertakes to furnish supplementally to the
Commission a copy of any omitted schedule or exhibit upon
Commission request.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIRECT FOCUS, INC.
February 22, 2002 By: /s/ Brian R. Cook
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(Date) Brian R. Cook, Chief Executive Officer
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