8-K: Current report
Published on
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 9, 1995
NIKE, INC.
(Exact name of registrant as specified in its charter)
Oregon 1-10635 93-0584541
(State of incorporation) (Commission File (IRS Employer
Number) Identification
No.)
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices) (Zip Code)
(503) 671-6453
(Registrant's telephone number, including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 9, 1995, NIKE, Inc. ("NIKE") purchased 99.969% of
the outstanding shares of common stock (the "Shares") of Canstar
Sports Inc., a Canadian corporation ("Canstar"). The purchase was
effected through an offer by NIKE to the shareholders of Canstar to
purchase all of the 20,470,991 outstanding Shares at a
price of US$19.88 (Can.$27.50) cash per share, for an aggregate
purchase price of US$407 million. The source of the funds used for
the acquisition was cash held by NIKE. NIKE will commence proceedings
in accordance with applicable law that will allow it to acquire the
balance of the Shares. Canstar manufactures and distributes skating
and hockey equipment, and will continue to do so.
Item 5. OTHER EVENTS
The Registrant issued the following press release on February 9,
1995
BEAVERTON, OR -- February 9, 1995 -- NIKE, Inc. (NYSE:NKE)
today announced that it has taken up all of the common shares
of Canstar Sports Inc. deposited under its tender offer. The
completion of the offer is scheduled for Monday, February 13,
1995. Upon completion of the offer, NIKE will own, directly or
indirectly, approximately 95% of the outstanding shares of
Canstar.
NIKE also announced that it will commence proceedings in
accordance with applicable law that will allow it to acquire
the balance of the shares and that documentation giving effect
to those proceedings would be mailed shortly to Canstar's
remaining shareholders.
NIKE's Chairman and CEO, Philip H. Knight, said, "I am pleased
that the vast majority of the Canstar shareholders recognized
the fairness of our offer. We believe this strategic
acquisition will significantly benefit both the NIKE and
Canstar brands, and we look forward to building upon Canstar's
successes to date as it joins the NIKE family."
Canstar manufactures and distributes ice skates under the Bauer,
Micron, Mega, Daoust and Lange brand names; in-line roller
skates and protective gear under the Bauer brand name; Cooper
and Flak hockey protective equipment; Cooper and Bauer hockey
sticks; Bauer hockey jerseys and accessories; and Tuuk, ICM and
John Wilson skate blades. Canstar also offers a full selection
of products for street, roller and field hockey. Canstar Sports
Inc. is listed on The Toronto Stock Exchange and The Montreal
Exchange (HKY), and is quoted on the NASDAQ national market
(HKYIF) in the U.S.
NIKE, Inc., based in Beaverton, Oregon, is the world's leading
designer and marketer of authentic athletic footwear, apparel
and accessories for a wide variety of sports and fitness
activities. The company also markets a line of high-quality
men's and women's dress and casual shoes through its Cole Haan
subsidiary based in Yarmouth, Maine and a full range of licensed
headwear through its Sports Specialties subsidiary based in
Irvine, California. Total revenues for the trailing twelve
months ended November 30, 1994, were $4.1 billion.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Except for the financial statements described below, at the
time of this report it was impractical to provide the financial
statements and pro forma financial information of Canstar Sports
Inc. required by Items 7(a) and (c). The required financial
statements and pro forma financial information will be filed on
or before April 25, 1995.
(a) Financial Statements of Businesses Acquired.
Financial statements for Canstar Sports Inc. for the fiscal
year ended December 31, 1993 are incorporated by reference from
Form 40-F Annual Report of Canstar Sports Inc. filed with the
Securities Exchange Commission on or about June 30, 1994.
(c) Exhibits.
2.1 Business Combination Agreement dated January 5,
1995 between NIKE, Inc. and Canstar Sports Inc.
incorporated by reference from Item 7 of the
Registrant's report on Form 8-K filed with the SEC on
January 20, 1995.
2.2 Lock Up Agreement dated December 15, 1994
between NIKE, Inc. and certain shareholders of
Canstar Sports Inc. incorporated by reference from
Item 7 of the Registrant's report on Form 8-K filed
with the SEC on January 20, 1995.
2.3 Amendment to Lock Up Agreement dated February 10,
1995 between NIKE, Inc. and certain shareholders
of Canstar Sports, Inc.
2.4 Take Over Bid Offer and Circular dated January 6,
1995, incorporated by reference from Schedule
14D-1F filed with the SEC on or about January 6, 1995.
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.
NIKE, Inc.
An Oregon Corporation
By: /s/ Robert S. Falcone
_______________________
Vice President, Chief
Financial Officer