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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1400 NE 136th Avenue
Vancouver, Washington 98684
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(Address of principal executive offices, including 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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported by Direct Focus, Inc. (the "Company") on Form 8-K filed
February 21, 2002, the Company acquired the receivables, inventories, fixed
assets, certain intangible assets, and the stock of the foreign subsidiaries of
StairMaster Sports/Medical Products, Inc. ("StairMaster") on February 8, 2002,
for a cash purchase price of approximately $25.8 million, including acquisition
costs. StairMaster was acquired through a bankruptcy auction in the U. S.
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, and equipment 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 in the second 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 exhibits to the Form 8-K filed on February 21,
2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On February 21, 2002, Direct Focus, Inc. (the "Company") filed a Form 8-K to
report the completion of its acquisition of StairMaster Sports/Medical Products,
Inc. on February 8, 2002. The Company indicated that it would file the financial
information required by Item 7 of Form 8-K by amendment no later than the date
required. The Company is filing this Amendment to provide this financial
information.
(a) Financial Statements of Business Acquired
The required financial information of StairMaster
Sports/Medical Products, Inc. has been included in Exhibits
99.1 to 99.10 of this current report.
(b) Pro Forma Financial Information
The required pro forma financial information of Direct Focus,
Inc. has been included in Exhibit 99.11 of this current
report.
(c) Exhibits
The following exhibits are filed herewith and this list
constitutes the exhibit index:
Exhibit No. Description
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2.1* Asset Purchase Agreement by and between Direct Focus, Inc. and
StairMaster Sports/Medical Products, Inc., dated January 17,
2002.
2.2* Amendment to Asset Purchase Agreement by and between Direct
Focus, Inc. and StairMaster Sports/Medical Products, Inc.,
dated February 7, 2002.
23.1 Independent Auditors' Consent
99.1 Independent Auditors' Report
99.2 Consolidated Balance Sheets as of December 31, 1999 and 2000
99.3 Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1999, and 2000
99.4 Consolidated Statements of Stockholders' Equity and
Comprehensive Loss for the Years Ended December 31, 1998, 1999
and 2000
99.5 Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1999, and 2000
99.6 Notes to Consolidated Financial Statements for the Years Ended
December 31, 1998, 1999, and 2000
99.7 Condensed Consolidated Balance Sheet as of September 30, 2001
(Unaudited)
99.8 Condensed Consolidated Statements of Operations for the Nine
Months Ended September 30, 2000 and 2001 (Unaudited)
99.9 Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2000 and 2001 (Unaudited)
99.10 Notes to Condensed Consolidated Financial Statements for the
Nine Months Ended September 30, 2000 and 2001 (Unaudited)
99.11 Unaudited Pro Forma Consolidated Financial Statements
* Previously filed as exhibits to our current report on Form 8-K
filed with the Commission on February 21, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
DIRECT FOCUS, INC.
(Registrant)
April 23, 2002 By: /s/ Brian R. Cook
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Date Brian R. Cook, Chief Executive Officer
(Principal Executive Officer)
April 23, 2002 By: /s/ Rod W. Rice
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Date Rod W. Rice, Chief Financial Officer,
Treasurer and Secretary (Principal
Financial and Accounting Officer)