SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-24556
NOTIFICATION OF LATE FILING
(Check One): |x| Form 10-K For Period Ended: MARCH 31, 1999
Marker International (the "Company") could not complete its filing on Form
10-K for its fiscal year ended March 31, 1999 (the "1999 10-K") due to a delay
in obtaining and compiling information required to be included in the 1999 10-K,
which delay could not be eliminated by the Company without unreasonable effort
and expense. In accordance with Rule 12b-25 of the Securities and Exchange Act
of 1934, the Company will file the 1999 10-K no later than July 14, 1999.
That's next week.
1999 07 02
And..............
FILING VALUES:
FORM TYPE: 8-K
SEC ACT:
SEC FILE NUMBER: 000-24556
FILM NUMBER: 99659016
BUSINESS ADDRESS:
: P O BOX 26548
1070 W 2300 SOUTH
SALT LAKE CITY
UT
: 84119
BUSINESS PHONE: 8019722100
Date of report (date of earliest event reported) JUNE 18, 1999
MARKER INTERNATIONAL
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 18, 1999, Marker International ("Marker" or the "Company"),
Marker Canada Ltd. ("Marker Canada"), CT Sports Holding AG, a corporation
organized and existing under the laws of Switzerland, and Lapointe Rosenstein,
as escrow agent, entered into a shareholders agreement (the "Shareholders
Agreement") pursuant to which CT Sports Holding AG purchased 200 class "A"
shares of Marker Canada for a purchase price of Cdn $1.5 million. CT Sports
Holding AG is a newly formed joint venture between Tecnica S.p.A. and H.D.
Cleven, the principal shareholder of the Volkl Group. The 200 class "A" shares
represent 66.66% of the outstanding voting and participating shares of Marker
Canada. The remaining 100 class "A" shares, representing 33.33% of the
outstanding and voting shares, are held by the Company.
CT Sports Holding AG will hold its 200 shares in the name of and on
behalf of Marker International GmbH (in foundation), which upon incorporation
will be deemed to be the shareholder of such shares. The purchase price of Cdn
$1.5 million (converted to U.S. dollars at an exchange rate of 1.4627 Canadian
dollar per U.S. dollar) will be deducted from the U.S. $15 million purchase
price of the assets of the Company pursuant to an asset purchase agreement
between the Company and a subsidiary of CT Sports Holding AG (the "Asset
Purchase Agreement"). CT Sports Holding AG has the option (the "Option") to
require Marker to sell to CT Sports Holding AG all of Marker's 100 shares of
Marker Canada for a purchase price of Cdn $750,000, less all or any amounts then
payable by Marker or any of its subsidiaries to Marker Canada, CT Sports Holding
AG or any subsidiary or affiliate of CT Sports Holding AG. The Option is
exercisable if: (i) the transactions contemplated by the Asset Purchase
Agreement are not consummated on or before December 31, 1999, (ii) Marker or any
of its subsidiaries is acquired by, merges with or sells all or a substantial
part of its assets or securities to a person other than CT Sports Holding AG,
its subsidiaries or affiliates, (iii) Marker makes a motion or application in
the bankruptcy court to reject the Option, or (iv) Marker contests the validity
or enforceability of the Option or denies it has any obligations under the
Shareholders Agreement.
In connection with the Shareholders Agreement, each of Marker, Tecnica
S.p.A. and the Volkl Group entered into distribution agreements with Marker
Canada granting Marker Canada the exclusive right to distribute certain products
in Canada for a period of five years.
3.4 The parties hereto hereby acknowledge and agree that the capital investment
made by CT Sports in the amount of Cdn $1,500,000 by way of the subscription for
Shares by CT Sports immediately subsequent to the execution of this Shareholders
Agreement shall be deemed to form part of CT Sports' capital contribution to
Marker International GmbH pursuant to the Asset Purchase Agreement and that,
consequently, at the closing of the Asset Purchase Agreement, the said capital
contribution of U.S. $15,000,000 will be reduced by the sum of Cdn $1,500,000
(converted to U.S. dollars and the exchange rate of 1.4627 Canadian dollars per
U.S. dollar).
On March 7, 1999, Marker International ("Marker") signed a letter of
intent with CT Sports Holding AG ("CTSH"), a corporation organized and existing
under the laws of Switzerland, regarding the restructuring of Marker. CTSH is a
newly formed joint venture between Tecnica S.p.A. and H.D. Cleven, the principal
shareholder of the Volkl Group. The letter of intent contemplates the formation
of a new entity which will succeed to Marker's assets and assume Marker's
liabilities. CTSH will own 85% of the new entity and have the right to acquire
the other 15% from the shareholders of Marker at some time in the future at the
then fair market value. The entire transaction is subject to several conditions,
including the successful restructuring of Marker's obligations to its lending
banks and the completion o
Dey is not waiting to hand over the cash to welcome us to their group. Sort of like an offer you can't refuse.
tecnica.it
$15m in cash and their good name is what they pay for 85%. What is our 15% worth?
markercanada.com |
