SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) April 3, 2002
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The Hockey Company
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19596 13-36-32297
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3500 Boulevard de Maisonneuve West, Suite 800,
Montreal, Quebec, Canada H3Z 3C1
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(Address of Principal Executive Offices) (Zip Code)
Registrant"s telephone number, including area code (514) 932-1118
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(Former Name or Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 3, 2002 (the "Closing Date"), The Hockey Company (the
"Company") sold $125,000,000 of 11 1/4% Senior Secured Note Units due 2009 (the
"Units"), each such Unit consisting of $500 principal amount of 11 1/4% Senior
Secured Notes due 2009 of The Hockey Company (the "Parent Notes") and $500
principal amount of 11 1/4% Senior Secured Notes due 2009 of Sport Maska Inc.
("Sport Maska" and, together with the Company, the "Issuers"), a wholly-owned
subsidiary of The Hockey Company (the "Subsidiary Notes" and, together with the
Parent Notes, the "Notes") through a private placement (the "Offering").
Jefferies & Company, Inc., as the initial purchaser (the "Initial Purchaser"),
has offered the Units only to qualified institutional buyers in the United
States within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), under Rule 144A and to persons outside the United States
pursuant to Regulation S under the Securities Act on a firm commitment basis.
The Notes comprising a Unit are not separable and are transferable only as a
Unit.
The net proceeds from the sale of the Units were used by the Issuers
(i) to repay all outstanding secured indebtedness under the Amended and Restated
Credit Agreement, dated March 14, 2001 (the "Caisse Credit Agreement"), among
the Issuers, as borrowers, Caisse de depot et placement du Quebec, as Agent and
Lender, and Montreal Trust Company, as Paying Agent, (ii) to pay down secured
indebtedness under the Credit Agreement, dated November 19, 1998, as amended,
among Maska U.S., Inc., as borrower, the Credit Parties, the Lenders and General
Electric Capital Corporation, as Agent and Lender, and the Credit Agreement,
dated November 19, 1998, as amended, among Sport Maska, as borrower, the Credit
Parties, the Lenders and General Electric Capital Canada Inc., as Agent and
Lender (collectively, the "GE Facilities"), (iii) to pay fees and expenses for
the Offering and (iv) for general corporate purposes. The Caisse Credit
Agreement and any documents related thereto have been terminated and are of no
further force and effect. The terms of the GE Facilities were amended by each of
the Fourth Amendment to Credit Agreement, dated the Closing Date, among the
respective parties thereto, and the Third Amendment to Credit Agreement, dated
the Closing Date, among the respective parties thereto.
Pursuant to a Purchase Agreement, dated March 26, 2002, among the
Issuers and the Initial Purchaser, the Initial Purchaser purchased 125,000
Units, each Unit consisting of $500 principal amount of Parent Notes and $500
principal amount of Subsidiary Notes, at an aggregate purchase price of
$125,000,000. The Issuers will pay interest on the Notes at an annual rate of 11
1/4%, semi-annually, on each of October 15 and April 15, beginning on October
15, 2002.
Pursuant to an Indenture, dated the Closing Date, among the Issuers,
The Bank of New York, as Trustee, and the Subsidiary Guarantors named therein,
the Company has fully and unconditionally guaranteed, on a senior secured basis,
to each holder of Subsidiary Notes and the Trustee, the payment and performance
of Sport Maska's obligations under the Indenture and Subsidiary Notes and Sport
Maska has fully and unconditionally guaranteed, on a senior secured basis, to
each holder of Parent Notes and the Trustee, the payment and performance of the
Company's obligations under the Indenture and the Parent Notes. All Restricted
Subsidiaries (as defined in the Indenture) of the Company, excluding the
Company's Finnish subsidiaries, jointly and severally, have fully and
unconditionally guaranteed, on a senior secured basis, to each
holder of the Notes and the Trustee, the payment and performance of the
Company's and Sport Maska's obligations under the Indenture and the Notes (each
such subsidiary, a "SUBSIDIARY GUARANTOR" and each such guarantee, a
"Guarantee"). The Indenture contains customary representations, warranties,
agreements and covenants, including limitations on the Issuers' and the
Restricted Subsidiaries' ability to, among others, (i) incur additional
indebtedness, (ii) pay dividends, redeem stock or make other distributions,
(iii) issue stock of subsidiaries, (iv) make certain investments, (v) create
liens, (vi) enter into transactions with affiliates, (vii) merge, consolidate or
sell substantially all assets and (viii) transfer or sell assets.
The Parent Notes are the Company's senior secured obligations, ranking
senior in right of payment to all of the Company's subordinated indebtedness and
ranking PARI PASSU in right of payment to all of the Company's senior
indebtedness, including indebtedness under the seasonal working capital
facilities such as the GE Facilities. The Subsidiary Notes are Sport Maska's
senior secured obligations, ranking senior in right of payment to all of Sport
Maska's subordinated indebtedness and ranking PARI PASSU in right of payment to
all of Sport Maska's senior indebtedness, including indebtedness under the
seasonal working capital facilities such as the GE Facilities. The Guarantees
are senior secured obligations, ranking senior in right of payment to all of the
Subsidiary Guarantors' subordinated indebtedness and ranking PARI PASSU in right
of payment to all of the Subsidiary Guarantors' senior indebtedness, including
indebtedness under the seasonal working capital facilities such as the GE
Facilities.
Pursuant to each of the Pledge and Security Agreement, the General
Security Agreements and the Securities Pledge Agreements, each dated the
Closing Date, among the respective parties thereto, the Notes and Guarantees
are secured by substantially all of the Issuers' tangible and intangible
assets and the tangible and intangible assets of the Issuers' Restricted
Subsidiaries, excluding the Finnish subsidiaries, subject to the prior
ranking claims on accounts receivable, inventories and other assets by the
lenders under the seasonal working capital facilities, and by a pledge of the
stock of the first-tier Finnish subsidiary, KHF Sports Oy. However, the
security interest in the assets of Jofa AB, one of the Company's Swedish
subsidiaries, is limited to $15,000,000.
Pursuant to the Registration Rights Agreement, dated the Closing Date
(the "Registration Rights Agreement"), holders of the Units will have the
registration rights set forth therein applicable to the Units. Each of the
Issuers agreed, among other things, to file with the Securities and Exchange
Commission (the "SEC") within ninety (90) days from the Closing Date (a) a
registration statement under the Securities Act relating to Senior Secured Note
Units (the "Exchange Units") which shall be identical to the Units to be offered
in exchange for the Units (such offer to exchange being referred to as the
"Exchange Offer"), and/or (b) under certain circumstances, a shelf registration
statement pursuant to Rule 415 under the Securities Act relating to the resale
by certain holders of the Units. The Issuers have agreed to use their best
efforts to cause the registration statement to be declared effective by the SEC
within one hundred eighty (180) days from the Closing Date and to complete the
Exchange Offer within thirty (30) business days after the registration statement
is declared effective. If the Issuers fail to satisfy their obligations under
the Registration Rights Agreement, they will be required to pay additional
interest to the holders of the Units under certain circumstances.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS. The following exhibits are filed with this report:
EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Amendment of The Hockey Company, dated April 3,
2002
4.1 Purchase Agreement, dated March 26, 2002, among The Hockey
Company, Sport Maska Inc. and Jefferies & Company, Inc.
4.2 Indenture, dated April 3, 2002, among The Hockey Company,
Sport Maska Inc., The Bank of New York, as Trustee, and the
Subsidiary Guarantors named therein, relating to Units
consisting of 11 1/4% Senior Secured Notes due 2009 of The
Hockey Company and 11 1/4% Senior Secured Notes due 2009 of
Sport Maska Inc.
4.3 Registration Rights Agreement, dated April 3, 2002, among The
Hockey Company, Sport Maska Inc. and Jefferies & Company,
Inc., as Initial Purchaser
10.1 Pledge and Security Agreement, dated April 3, 2002, among The
Hockey Company, Sports Holdings Corp., Maska U.S., Inc., SLM
Trademark Acquisition Corp., WAP Holdings Inc. and The Bank of
New York, as Collateral Agent
10.2 General Security Agreement, dated April 3, 2002, by Sport
Maska Inc. in favor of BNY Trust Company of Canada, as
Collateral Agent
10.3 General Security Agreement, dated April 3, 2002, by SLM
Trademark Acquisition Canada Corp. in favor of BNY Trust
Company of Canada, as Collateral Agent
10.4 Securities Pledge Agreement, dated April 3, 2002, by Sport
Maska Inc. in favor of BNY Trust Company of Canada, as
Collateral Agent
10.5 Securities Pledge Agreement, dated April 3, 2002, by SLM
Trademark Acquisition Canada Corp. in favor of BNY Trust
Company of Canada, as Collateral Agent
10.6 Deed of Hypothec, dated April 3, 2002, between BNY Trust
Company of Canada, as Collateral Agent, and Sport Maska Inc.
10.7 Deed of Hypothec, dated April 3, 2002, between BNY Trust
Company of Canada, as Collateral Agent, and SLM Trademark
Acquisition Canada Corp.
10.8 Intercreditor Agreement, dated April 3, 2002, among General
Electric Capital Corporation, General Electric Capital Canada
Inc., The Bank of New York, as U.S. Collateral Agent, BNY
Trust Company of Canada, as Canadian Collateral Agent, The
Bank of New York, as Trustee, The Hockey Company, Sport Maska
Inc., Sports Holdings Corp., Maska U.S.,
Inc., SLM Trademark Acquisition Canada Corp., SLM Trademark
Acquisition Corp. and WAP Holdings Inc.
10.9 Third Amendment to Credit Agreement, dated April 3, 2002,
among Maska U.S., Inc., as borrower, the Credit Parties, the
Lenders and General Electric Capital Corporation, as Agent and
Lender
10.10 Fourth Amendment to Credit Agreement, dated April 3, 2002,
among Sport Maska Inc., as borrower, the Credit Parties, the
Lenders and General Electric Capital Canada Inc., as Agent and
Lender
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.
THE HOCKEY COMPANY
Date: April 10, 2002 By: /s/ Matthew H. O'Toole
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Name: Matthew H. O'Toole
Title: President and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Amendment of The Hockey Company, dated April 3,
2002
4.1 Purchase Agreement, dated March 26, 2002, among The Hockey
Company, Sport Maska Inc. and Jefferies & Company, Inc.
4.2 Indenture, dated April 3, 2002, among The Hockey Company,
Sport Maska Inc., The Bank of New York, as Trustee, and the
Subsidiary Guarantors named therein, relating to Units
consisting of 11 1/4% Senior Secured Notes due 2009 of The
Hockey Company and 11 1/4% Senior Secured Notes due 2009 of
Sport Maska Inc.
4.3 Registration Rights Agreement, dated April 3, 2002, among The
Hockey Company, Sport Maska Inc. and Jefferies & Company,
Inc., as Initial Purchaser
10.1 Pledge and Security Agreement, dated April 3, 2002, among The
Hockey Company, Sports Holdings Corp., Maska U.S., Inc., SLM
Trademark Acquisition Corp., WAP Holdings Inc. and The Bank of
New York, as Collateral Agent
10.2 General Security Agreement, dated April 3, 2002, by Sport
Maska Inc. in favor of BNY Trust Company of Canada, as
Collateral Agent
10.3 General Security Agreement, dated April 3, 2002, by SLM
Trademark Acquisition Canada Corp. in favor of BNY Trust
Company of Canada, as Collateral Agent
10.4 Securities Pledge Agreement, dated April 3, 2002, by Sport
Maska Inc. in favor of BNY Trust Company of Canada, as
Collateral Agent
10.5 Securities Pledge Agreement, dated April 3, 2002, by SLM
Trademark Acquisition Canada Corp. in favor of BNY Trust
Company of Canada, as Collateral Agent
10.6 Deed of Hypothec, dated April 3, 2002, between BNY Trust
Company of Canada, as Collateral Agent, and Sport Maska Inc.
10.7 Deed of Hypothec, dated April 3, 2002, between BNY Trust
Company of Canada, as Collateral Agent, and SLM Trademark
Acquisition Canada Corp.
10.8 Intercreditor Agreement, dated April 3, 2002, among General
Electric Capital Corporation, General Electric Capital Canada
Inc., The Bank of New York, as U.S. Collateral Agent, BNY
Trust Company of Canada, as Canadian Collateral Agent, The
Bank of New York, as Trustee, The Hockey Company, Sport Maska
Inc., Sports Holdings Corp., Maska U.S.,
Inc., SLM Trademark Acquisition Canada Corp., SLM Trademark
Acquisition Corp. and WAP Holdings Inc.
10.9 Third Amendment to Credit Agreement, dated April 3, 2002,
among Maska U.S., Inc., as borrower, the Credit Parties, the
Lenders and General Electric Capital Corporation, as Agent and
Lender
10.10 Fourth Amendment to Credit Agreement, dated April 3, 2002,
among Sport Maska Inc., as borrower, the Credit Parties, the
Lenders and General Electric Capital Canada Inc., as Agent and
Lender