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 earliest event reported): September 2, 2005
ACTION PERFORMANCE COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Arizona
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0-21630
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86-0704792 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| 1480 South Hohokam Drive, Tempe, Arizona
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85281 |
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| (Address of Principal Executive Office)
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(Zip Code) |
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| (602) 337-3700 |
(Registrant’s telephone number, including area code) |
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(Former Name or Former Address, if Changed Since Last Report) |
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 (see General Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement
On September 2, 2005, McArthur Towel & Sports, Inc. (the “Company”), a subsidiary of Action
Performance Companies, Inc., entered into a definitive Asset Purchase Agreement (the “Purchase
Agreement”) with McArthur Properties, LLC (“Buyer”). Pursuant to the terms of the Asset Purchase
Agreement, Buyer acquired substantially all of the assets, and assumed certain liabilities, of the
Company. The purchase price was approximately $3.4 million in cash, of which $250,000 was held back
by Buyer for up to six months to secure the collection of accounts receivable and the
indemnification obligations of the Company for breaches of representations, warranties and
covenants.
Item 9.01. Financial Statements and Exhibits
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(c) |
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Exhibits |
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2.1 |
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Asset Purchase Agreement, dated as of September 2, 2005 between McArthur Towel
& Sports, Inc. and McArthur Properties, LLC. |