UNITED STATES
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 the earliest event reported): August 18, 2014
SPORT CHALET, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-20736 |
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95-4390071 |
(State or other jurisdiction
of incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
One Sport Chalet Drive, La Cañada, CA 91011
(Address of principal executive offices) (Zip Code)
(818) 949-5300
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On August 18, 2014, Sport Chalet, Inc., a Delaware corporation, issued a press
release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Notice to Investors
This Current Report on Form 8-K and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Sport
Chalet. Vestis Retail Group, LLC (Vestis) has filed with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal, and other documents relating to the Offer and Sport Chalet
has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. Vestis and Sport Chalet have mailed these documents to stockholders of Sport Chalet. These documents contain important information about the Offer and
stockholders of Sport Chalet are urged to read them carefully. Stockholders of Sport Chalet are able to obtain a free copy of these documents and other documents filed by Sport Chalet with the SEC at www.sec.gov. In addition, stockholders are able
to obtain a free copy of these documents from Georgeson Inc. or from Vestis.
Forward-Looking Statements
This Current Report on Form 8-K and the documents attached hereto contain forward-looking statements within the meaning of and made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies
and members of their senior management teams. These forward-looking statements involve significant risks and uncertainties, including those discussed below and others that can be found in Sport Chalets Form 10-K for the year ended
March 30, 2014, and in any subsequent periodic reports from Sport Chalet on Form 10-Q and Form 8-K. Vestis and Sport Chalet are providing this information as of the date of this news release and do not undertake any obligation to update any
forward-looking statements contained in this document as a result of new information, future events or otherwise. Forward-looking statements can be identified by the use of words such as will, could, should,
may, anticipate, expect, intend, estimate, believe, project, plan, potential, continue, or other similar expressions.
Forward-looking statements include, without limitation, statements regarding business combinations and similar transactions, prospective performance and
opportunities, and the outlook for Vestiss and Sport Chalets businesses, performance and opportunities; the expected timing of the completion of the transactions contemplated by the Merger Agreement; the ability to complete the
transactions considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could
cause the actual results to differ from expectations
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contemplated by forward-looking statements include: uncertainties regarding the two companies ability to integrate successfully; uncertainties as to the timing of the Offer and the
second-step merger (the Merger); uncertainties as to how many of Sport Chalets stockholders will tender their stock in the Offer; the possibility that competing offers will be made; the failure of Sport Chalets stockholders
to approve the Merger; the failure to complete the Offer or the Merger in the timeframe expected by the parties or at all; the possibility that various closing conditions for the transactions may not be satisfied or waived; Sport Chalets
ability to maintain relationships with employees, customers, or suppliers; the negative effect of the economic downturn and the lack of winter weather on the Sport Chalets sales; limitations on borrowing under Sport Chalets credit
facilities; Sport Chalets ability to control operating expenses and costs; the competitive environment of the sporting goods industry in general and in Sport Chalets specific market areas; the challenge of maintaining Sport Chalets
competitive position; Sport Chalets ability to maintain the growth of its Team Sales Division and online business; Sport Chalets ability to regain or subsequently maintain compliance with the requirements for continued listing of its
common stock; and changes in costs of goods and services. These and other risks are more fully described in Sport Chalets filings with the SEC.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Press release, dated August 18, 2014. |
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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 thereunto duly authorized.
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Date: August 18, 2014 |
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SPORT CHALET, INC. |
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By |
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/s/ Craig L. Levra |
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Craig L. Levra, Chairman, Chief Executive Officer and President |
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Exhibit 99.1
SMRH Comments of August 17, 2014
Vestis Retail Group Completes Tender Offer for All Outstanding Shares of Sport Chalet Stock
MERIDEN, CT and LA CAÑADA, CAAugust 18, 2014Vestis Retail Group, LLC (Vestis) today announced the successful completion of the
cash tender offer (the Offer) by it and its wholly owned subsidiary, Everest Merger Sub, Inc. (Merger Sub), for all outstanding Class A and Class B shares (the Shares) of Sport Chalet, Inc. (NASDAQ: SPCHA,
SPCHB) at a price of $1.20 per Share, net to the seller in cash (less any required withholding taxes and without interest). Computershare Trust Company, N.A., the depositary for the Offer, has advised Vestis that, as of 12:00 midnight, New York City
time, at the end of August 15, 2014 (the Expiration Date), approximately 4,178,979 Class A shares and 1,455,923 Class B shares had been validly tendered and not withdrawn in the Offer. Such tendered Shares, when combined with
the Shares that Vestis has separately agreed to purchase from Sport Chalets founding family members immediately after consummation of the Offer (the Family Shares), represent approximately 94.7% of the outstanding Class A
shares and 89.0% of the outstanding Class B shares. In addition, 26,312 Class A shares and 27,192 Class B shares were tendered through Notices of Guaranteed Delivery that had not been delivered in settlement or satisfaction of such guarantee,
representing approximately 0.2% of the outstanding Class A shares and 1.5% of the outstanding Class B shares). Vestis has accepted for payment all Shares validly tendered and not withdrawn (other than Shares tendered through Notices of
Guaranteed Delivery that had not been delivered in settlement or satisfaction of such guarantee prior to such acceptance) and will promptly pay for such Shares.
Merger Sub will acquire all of the remaining outstanding Shares by means of a short form merger under Delaware law promptly following the purchase
of Shares in the Offer and the purchase of the Family Shares immediately after consummation of the Offer. As a result of the purchase of Shares in the Offer and the purchase of the Family Shares, Merger Sub has sufficient voting power to approve the
merger without the affirmative vote of any other Sport Chalet stockholder. In order to accomplish the merger as a short form merger, Merger Sub currently intends to exercise its top-up option pursuant to the previously
announced merger agreement between Vestis, Merger Sub and Sport Chalet, which permits Merger Sub to purchase additional Shares directly from Sport Chalet for $1.20 per Share (the same purchase price paid in the Offer). Based on the number of Class B
shares validly tendered (excluding Class B shares tendered through Notices of Guaranteed Delivery that had not been delivered in settlement or satisfaction of such guarantee prior to acceptance of Shares in the Offer) and the Family Shares, which
collectively represent approximately 89.0% of the outstanding Class B shares, Vestis expects to exercise the top-up option for approximately 173,500 Class B shares to enable it to accomplish the short-form merger. Following the merger, Sport Chalet
will become a wholly owned subsidiary of Vestis, and each Share (including Shares tendered through Notices of Guaranteed Delivery that had not been delivered in settlement or satisfaction of such guarantee prior to acceptance of Shares in the Offer)
will be cancelled and converted into the right to receive the same $1.20 per Share consideration, without interest, received by stockholders who validly tendered their Shares in the Offer prior to the Expiration Date (subject to exercise of
appraisal rights).
About Sport Chalet
Sport Chalet (Nasdaq: SPCHA, SPCHB) is a premier, full service specialty sporting goods retailer featuring the industrys top sports brands in apparel,
footwear, and sports equipment. Founded in 1959 by Norbert Olberz, the company has 50 stores in Arizona, California, Nevada and Utah; an online store at www.sportchalet.com; and a Team Sales division; and offers more than 50 specialty services for
the sports enthusiast, including online same day delivery, climbing, backcountry skiing, ski mountaineering, avalanche education, and mountain trekking instruction, car rack installation, snowboard and ski rental and repair, Scuba training and
certification, Scuba boat charters, gait analysis, baseball/softball glove steaming and lacing, racquet stringing, and bicycle tune-up and repair at its store locations. For more information, visit Sport Chalet at www.sportchalet.com.
About Vestis Retail Group
Based in Connecticut, Vestis
Retail Group, LLC was formed by Versa Capital Management, LLC and encompasses Bobs Stores (Bobs) and Eastern Mountain Sports (EMS). Bobs is a 60-year-old, award-winning Northeastern retailer of value-oriented footwear, apparel and
work wear. EMS is the second largest U.S. multi-channel retailer of human-powered outdoor sports apparel and equipment with stores in the Northeastern and Mid-Atlantic states. More information is available at www.bobstores.com and www.ems.com.
About Versa Capital Management
Based in Philadelphia,
PA, Versa Capital Management, LLC is a private equity investment firm with more than $1.4 billion of assets under management focused on control investments in special situations involving middle market companies where value and performance growth
can be achieved through enhanced operational and financial management. Versas portfolio includes retailers Avenue Stores, EMS and Bobs Stores; restaurants such as Black Angus Steakhouses; community newspapers under Civitas Media; and
manufacturers that service a variety of industries. More information can be found at www.versa.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior
management teams. These forward-looking statements involve significant risks and uncertainties, including those discussed below and others that can be found in Sport Chalets Form 10-K for the year ended March 30, 2014, and in any
subsequent periodic reports from Sport Chalet on Form 10-Q and Form 8-K. Vestis and Sport Chalet are providing this information as of the date of this news release and do not undertake any obligation to update any forward-looking statements
contained in this document as a result of new information, future events or otherwise. Forward-looking statements can be identified by the use of words such as will, could, should, may,
anticipate, expect, intend, estimate, believe, project, plan, potential, continue, or other similar expressions.
Forward-looking statements include, without limitation, statements regarding business combinations and similar transactions, prospective performance and
opportunities, and the outlook for Vestiss and Sport Chalets businesses, performance and opportunities; the expected timing of the completion of the
transactions contemplated by the Merger Agreement; the ability to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may
differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties
regarding the two companies ability to integrate successfully; uncertainties as to the timing of the Offer and the Merger; uncertainties as to how many of Sport Chalets stockholders will tender their stock in the Offer; the possibility
that competing offers will be made; the failure of Sport Chalets stockholders to approve the Merger; the failure to complete the Offer or the Merger in the timeframe expected by the parties or at all; the possibility that various closing
conditions for the transactions may not be satisfied or waived; Sport Chalets ability to maintain relationships with employees, customers, or suppliers; the negative effect of the economic downturn and the lack of winter weather on the Sport
Chalets sales; limitations on borrowing under Sport Chalets credit facilities; Sport Chalets ability to control operating expenses and costs; the competitive environment of the sporting goods industry in general and in Sport
Chalets specific market areas; the challenge of maintaining Sport Chalets competitive position; Sport Chalets ability to maintain the growth of its Team Sales Division and online business; Sport Chalets ability to regain or
subsequently maintain compliance with the requirements for continued listing of its common stock; and changes in costs of goods and services. These and other risks are more fully described in Sport Chalets filings with the SEC.
# # #
Information Agent:
Georgeson Inc.
(866) 856-6388
Sport Chalet Contact:
Steve Teng
investorrelations@sportchalet.com
818.949.5300 ext. 728
Versa and Vestis Contacts:
Chuck Dohrenwend, 212.371.5999, cod@abmac.com
Rivian Bell,
213.630.6550, rlb@abmac.com
Abernathy MacGregor
Sport Chalet (NASDAQ:SPCHB)
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