UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Date of Report (Date of earliest event reported)
|
March 1, 2004 | |
|
|
|
SCOPE INDUSTRIES
|
California
|
1-3552
|
95-1240976
|
||
| (State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
|
233 Wilshire Boulevard, Suite 310, Santa Monica, California
|
90401-1206 | |
|
|
|
|
|
(Address of principal executive offices)
|
(Zip code) |
Registrant’s telephone number, including area code (310) 458-1574
1
FORM 8-K/A
SCOPE INDUSTRIES
CURRENT REPORT
This is an amendment to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 1, 2004, (the “Original Filing”) by
Scope Industries in connection with the disposition of its wholly owned
subsidiary Scope Beauty Enterprises, Inc. (d/b/a Marinello Schools of Beauty)
to B & H Education, Inc. (“B & H”). This amendment is being filed to amend
Item 2 of the Original Filing to clarify the basis of the purchase price
adjustment. Set forth below, is the amended text of Item 2.
Item 2.
Acquisition or Disposition of Assets
.
On March 1, 2004, Scope Industries (“Scope”) sold all the outstanding
shares of its wholly owned subsidiary Scope Beauty Enterprises, Inc. to B & H
for a purchase price of $8,250,000. The purchase price consists of a
$1,237,500 deposit into an escrow account, a cash payment of $4,125,000 and
$2,887,500 pursuant to a three-year floating rate promissory note. The
purchase price is subject to adjustment based upon the amount that total
adjusted assets exceed total liabilities or total liabilities exceed total
adjusted assets on February 29, 2004. Adjusted assets shall be determined in
accordance with generally accepted accounting principles and shall include
cash, inventories, prepaid expenses, prepaid supplies, current and non-current
accounts receivable (without regard to allowance for doubtful accounts) and
current and non-current notes receivable (without regard to allowance for
doubtful accounts). The excess of adjusted assets or liabilities will be added
to/or subtracted from the promissory note, as the case may be. Scope believes
that the adjusted assets will exceed liabilities at February 29, 2004, subject
to an audit of the financial statements as of that date. The purchase price
was determined through arms length negotiations between the management of Scope
and B & H.
The sale was effected by the transfer of ownership of all the shares of
Scope Beauty Enterprises, Inc. to B & H. The terms of the sale provide that B
& H has a 90-day rescission period in the event that certain federal and state
education regulatory and accrediting agency approvals cannot be obtained.
Scope Beauty Enterprises, Inc., with approximately 800 students operates
13 schools in leased premises in Southern California and Southern Nevada where
cosmetology and manicuring are taught to students who pay tuition
The purchaser, B & H, is a Delaware corporation. B & H and its
shareholders have no relationship with Scope or any director or officer of
Scope, or any affiliates of any of Scope’s officers or directors.
2
FORM 8-K/A
SIGNATURES
Pursuant to the requirements of the Security and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CURRENT REPORT
SCOPE INDUSTRIES
SCOPE INDUSTRIES
March 4, 2004
By:
/s/ ERIC M. IWAFUCHI
(Date) Eric M. Iwafuchi, Vice President,
Chief Financial Officer and Secretary
3