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): February 19, 2002
Commission File Number 001-15977
FLOOR DECOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4051167
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
6001Powerline Road, Ft. Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
(954) 351-9833
(Registrant's telephone number, including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 4, 2002, pursuant to a Stock Purchase Agreement dated December 1,
2001 and amended on February 4, 2002 between the Registrant and Eagle Eye
Scandinavian Distribution Limited, an English private limited company ("Eagle
Eye"), the Registrant purchased all of the outstanding stock of Eagle Eye.
Eagle Eye is the exclusive distributor in certain European countries of the
Eagle Eye VCG2, a vehicle communications gateway which combines
telecommunications and Global Positioning System (GPS) technologies to provide
security and communications solutions for fleet vehicle management. The
Registrant expects to continue Eagle Eye operations.
The Purchase price for Eagle Eye Scandinavian Distribution Limited was 7,000,000
shares of Floor Decor, Inc. common stock.
In connection with the Eagle Eye Acquisition, the following additional
transactions were agreed to. First, one of the selling stockholders of Eagle Eye
agreed to convert approximately (pound)2.3m of indebted ness owed to him by
Eagle Eye into shares of Registrant Common Stock 45 days after the closing of
the Eagle Eye Acquisition, on the same terms as the Debt- Equity Conversion
Offer. Second, the Registrant's Chief Executive Officer and certain other note
holders, agreed to convert approximately $1.2 million of indebtedness that the
Registrant owes to them into shares of Registrant Common Stock 45 days after the
closing of the Eagle Eye Acquisition, on the same terms as the Debt- Equity
Conversion Offer.
ITEM 5. OTHER EVENTS AND REGULATION F.D. DISCLOSURE
During December 2001 and January 2002 the Company, in order to raise new
capital, entered into private placement transactions with individual investors
pursuant to subscription documents which include the following:
1. Subscription Agreement
2. Registration Rights Agreement
3. Warrant Agreement
4. List of Risk Factors
These documents are filed herewith as Exhibits 4.1 through 4.4.
In these private placement transactions (collectively, the "Private Placement"),
the Registrant sold shares of its Common Stock at a price of $0.40 per share
(the "Private Placement Price"). For each share of Common Stock purchased, the
investor also received a warrant representing the right to purchase one
additional share of Common Stock at a price of $0.75 per share (the "
Warrants"). The Company raised approximately $1.4 million through these
transactions.
On January 24, 2001 the Registrant offered all of its debt holders an
opportunity to convert their Registrant debt to shares of Common Stock on the
same terms as the Private Placement (the "Debt Equity Conversion Offer"). The
Registrant made the Debt-Equity Conversion Offer available for a period of 14
days commencing on January 24, 2002.
The form of letter offering the Debt-Equity Conversion Offer is filed herewith
as Exhibit 4.5.
Four holders of the Registrant debt accepted the Debt-Equity Conversion Offer to
convert an aggregate amount of approximately $780,000 into shares of Common
Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable to
provide the financial statements relative to the acquired business
described in Item 2 at the time this report on Form 8-K is filed. The
Registrant intends to file the required financial statements as soon
as possible, but no later than 60 days from the date of this filing.
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the
pro forma financial information relative to the acquired business
described in Item 2 at the time this report on Form 8-K is filed. The
Registrant intends to file the require pro forma financial information
as soon as practicable, but no later than 60 days from the date of
filing.
Exhibits.
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession.
2.2 Stock Purchase Agreement among Floor Decor, Inc., Eagle Eye
Scandinavian Distribution Limited ("Eagle Eye") and the Stockholders of
Eagle Eye dated December 1, 2001, as amended by an Amendment to Stock
Purchase Agreement, is attached hereto as Exhibit 2.
(4) Instruments defining the rights of security holders including
indentures.
4.1 Form of Subscription Agreement.
4.2 Form of Registration Rights Agreement.
4.3 Form of Warrant Agreement.
4.4 Risk Factors
(99) Other
99.1Press Release dated February 4, 2002.
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, thereunto duly authorized.
FLOOR DECOR, INC.
/S/ Chief Executive Officer and Director February 19, 2002
Alvin J. Nassar
/S/ Executive Vice President & Chief February 19, 2002
Michael Carrender Financial Officer (Principal Financial
and Accounting Officer)