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 20, 1998
OCEAN OPTIQUE DISTRIBUTORS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-19670 65-0052592
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2 N.E. 40TH STREET, MIAMI, FLORIDA 33137
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 573-0222
Item 5. OTHER EVENTS.
In January 1998, Ocean Optique Distributors, Inc. ("Ocean") entered
into a Consulting Agreement (the "Consulting Agreement") with XR Co., a
privately held Miami-based investment company. The Consulting Agreement
contemplated, among other matters, that XR Co. would assist Ocean in increasing
its net tangible assets by approximately $1.0 million in exchange for which,
among other matters, XR Co. received shares of Ocean's Series D Preferred Stock
(the "Series D Preferred Stock"), which gave it voting control of Ocean.
Subsequent to the date of the Consulting Agreement, XR Co. and Ocean determined
that the amount by which Ocean's net tangible assets needed to be increased was
significantly in excess of the $1.0 million originally contemplated. On February
20, 1998, Ocean and XR Co. entered into a Purchase Agreement (the "Purchase
Agreement") pursuant to which XR Co. purchased from Ocean all of the outstanding
capital stock of two of Ocean's subsidiaries, Classic Optical, Inc. ("Classic")
and European Manufacturers Agency, Inc. ("EMA"), in exchange for XR Co.'s
purchase of the liabilities of Classic and EMA through the acquisition of their
outstanding capital stock. Classic and EMA had combined assets of approximately
$183,000 and combined liabilities of approximately $2,730,000. Filed with this
report is a pro forma consolidated balance sheet of Ocean giving effect to the
foregoing transaction.
In connection with the purchase transaction, Ocean and XR Co. also
supplemented the Consulting Agreement pursuant to which Ocean issued to XR Co.
5,926 shares of Ocean's newly-designated Series E Preferred Stock (the "Series E
Preferred Stock"). The Series E Preferred Stock pays cumulative dividends at the
annual rate of 2.5% of liquidation preference beginning on July 1, 1998, has a
liquidation preference of $2.70 per share after July 1, 1998, and is subordinate
to Ocean's previously issued series of preferred stock, other than the Series D
Preferred Stock with which it ranks pari passu. The shares of Series E Preferred
Stock may be converted by XR Co. into shares of Ocean's common stock at the rate
of 5,000 shares of common stock for each $270 of liquidation value plus
accumulated but unpaid dividends for each share converted. The Series E
Preferred Stock has 5,000 votes per share and votes together with Ocean's common
stock and other voting preferred stock as a single class on all matters (except
as required by law). As a result of the transaction, XR Co. holds approximately
76% voting control of Ocean.
The terms of the foregoing agreements were arrived at by arms' length
negotiation between the parties and were unanimously approved by Ocean's Board
of Directors.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
1 - - Purchase Agreement
2 - - Addendum to Consulting Agreement
3 - - Pro Forma Consolidated Balance Sheet
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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.
OCEAN OPTIQUE DISTRIBUTORS, INC.
By:/S/ KENNETH GORDON
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Kenneth Gordon,
Chief Financial Officer
Dated: February 20, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Purchase Agreement
2 Addendum to Consulting Agreement
3 Pro Forma Consolidated Balance Sheet