-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CecmLpY6gQ+Kif6bo2mzoNdFPtavH1zDlOwDE+k72/a8nyCJG5Xp72/ZvFuU5FNy qhXzaX9k0g7K6dVvwG+RIg== 0000950172-03-002277.txt : 20030715 0000950172-03-002277.hdr.sgml : 20030715 20030715131324 ACCESSION NUMBER: 0000950172-03-002277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030703 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIS INDUSTRIES INC CENTRAL INDEX KEY: 0000100979 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 221715274 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22084 FILM NUMBER: 03786793 BUSINESS ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126865050 MAIL ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: MARCADE GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNISHOPS INC DATE OF NAME CHANGE: 19810712 8-K 1 ny445499.txt 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): July 15, 2003 (July 3, 2003) ARIS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) NEW YORK 1-4814 22-1715274 _________________ _________________ _________________________ (State or other (Commission File Number) (I.R.S. Employer jurisdiction Identification No.) of incorporation) 463 Seventh Avenue New York, NY 10018 ________________________________________ _____________________ (Address of principal executive offices) (Zip Code) (646) 473-4200 --------------------------------------------------- (Registrant's telephone number, including area code) N/A --------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 3, 2003, Aris Industries, Inc.(the "Company") announced that the Company has completed the sale of the trade name and service mark XOXO and the trademarks XOXO, XOXO IN AMERICA AND ABROAD, LOLA and FRAGILE along with certain related assets and accompanying goodwill for $43 million (the "Transaction") in cash payable upon the closing of the Transaction to Global Brand Holdings, LLC. The Transaction was approved by the Company's shareholders at a special meeting held on Monday, June 30, 2003. The proceeds from the Transaction will be used to repay certain existing indebtedness of the Company and other liabilities. Additional information regarding the terms of the Transaction is included in the trademark purchase agreement which has been previously filed and the press release announcing the completion of the Transaction which is attached hereto as Exhibit 99.1, both of which are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 2.1 Trademark Purchase Agreement, between Aris Industries, Inc., Europe Craft Imports, Inc., XOXO Clothing Company, Inc, Marcade Group Realty Corporation, 8-3 Retailing Inc., Global Brand Holdings, LLC, Stanley Cayre and Eli Hamway, dated as of May 7, 2003.* 99.1 Press release dated July 3, 2003. * Incorporated by reference to Aris's filing on Form 8-K (File No. 000-22084) filed on May 8, 2003. 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. ARIS INDUSTRIES, INC (Registrant) By: /s/ Paul Spector -------------------------- Name: Paul Spector Title: Chief Financial Officer Dated: July 15, 2003 INDEX TO EXHIBITS Exhibit No. Exhibit Name 2.1 Trademark Purchase Agreement, between Aris Industries, Inc., Europe Craft Imports, Inc., XOXO Clothing Company, Inc, Marcade Group Realty Corporation, 8-3 Retailing Inc., Global Brand Holdings, LLC, Stanley Cayre and Eli Hamway, dated as of May 7, 2003.* 99.1 Press release dated July 3, 2003. * Incorporated by reference to Aris's filing on Form 8-K (File No. 000-22084) filed on May 8, 2003. EX-99 3 aris991.txt EXHIBIT 99.1 Exhibit 99.1 ARIS INDUSTRIES, INC. COMPLETES SALE OF XOXO, FRAGILE AND LOLA TRADEMARKS New York, N.Y. July 3, 2003. Aris Industries, Inc. (OTC Bulletin Board: AISI.OB) ("Aris") today announced that it has completed the previously announced sale of the trade name and service mark XOXO and the trademarks XOXO, XOXO IN AMERICA AND ABROAD, LOLA and FRAGILE along with certain related assets and accompanying goodwill for $43 million in cash to Global Brand Holdings, LLC. The sale was approved by Aris's shareholders at a special meeting held on Monday, June 30, 2003. Aris is using the proceeds of the transaction to repay indebtedness. Aris Industries, Inc. is a licensor or sublicensor of its owned or licensed trademarks. Products bearing Aris's owned or licensed trademarks are distributed through retailers in the United States. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the company and its business, operations, financial condition and the industry in which it operates and the factors described in the company's filings with the Securities and Exchange Commission ("SEC"), including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. Aris disclaims any obligation to update the forward-looking statements contained herein. CONTACT: Kathy Sio of Aris Industries, Inc, (646) 473-4285. -----END PRIVACY-ENHANCED MESSAGE-----