--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 5, 2005
THE OHIO ART COMPANY
--------------------
(Exact name of registrant as specified in its charter)
OHIO 0-4479 34-4319140
------------------------------- ---------------------- ---------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O.BOX 111, BRYAN, OH 43506
----------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 636-3141
---------------
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The Ohio Art Company (the "Company") sold substantially all of the assets of its
Strydel Diversified Products ("Strydel") division to May and Scofield, LLC
("Buyer") pursuant to an Asset Purchase Agreement dated November 29, 2004, as
amended, among Buyer, M&S Ohio Real Estate Holdings, LLC, a Michigan limited
liability company, Strydel and the Company. The sale was completed on April 5,
2005 but is deemed effective as of April 1, 2005. The cash amount of the
purchase price for the sale was $1,978,327.60. The Company agreed to retain
certain liabilities of Strydel incurred prior to the closing of the sale with
certain exceptions.
ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information. The Company will file any pro forma
financial information required by Item 9.01(b) of Form 8-K under the cover of
Form 8-K/A, as required by the SEC, as soon as practicable but in no event later
than 71 days after the date hereof.
(c) THE FOLLOWING EXHIBITS ARE INCLUDED WITH THIS REPORT:
Exhibit 2.1 Purchase Agreement, dated as of November 29, 2004, among Buyer, M&S
Ohio Real Estate Holdings, LLC, a Michigan limited liability company, Strydel
and the Company (Exhibit 2 to the Company's Form 10-Q for the quarter ended
October 31, 2004 is incorporated herein by reference).*
Exhibit 2.2 First Amendment to Purchase Agreement, dated March 30, 2004, by and
among Buyer, M&S Ohio Real Estate Holdings, LLC, a Michigan limited liability
company, Strydel and the Company.*
* Pursuant to Item 601(b) of Regulation S-K, certain Exhibits and Schedules have
been omitted from this Agreement. The registrant will furnish a copy of any
omitted Exhibit and Schedule to the Commission upon request.
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 OHIO ART COMPANY
By: /s/ Jerry D. Kneipp
----------------------------------
Name: Jerry D. Kneipp
Date: April 7, 2005 Title: Chief Financial Officer