UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 4, 2000 CHS ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 N.W. 84TH AVENUE, MIAMI, FLORIDA33122
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(Former name, former address, and former fiscal year, if changed since
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On April 4, 2000, CHS Electronics, Inc., (the "Company") filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Florida (the "Bankruptcy Court") (Case No. 00-12731). No trustee,
examiner with extended powers, receiver, fiscal agent or similar officer has
been appointed with respect to the Company, which continues to operate as a
debtor in possession.
The Company filed a Plan of Reorganization (the "Plan") with the
Bankruptcy Court. The principal terms of the Plan are as follows:
(1) The Company will sell the capital stock of certain of its
subsidiaries and certain other assets of the Company (the "European Assets") to
Europa IT ApS, a Danish corporation ("Europa"), in accordance with the terms of
a Letter Agreement dated as of March 17, 2000, entered into by the Company,
Europa and certain creditors of the Company (the "Letter Agreement"). The
European Assets represent a substantial portion of the Company's total assets; a
complete list of the European Assets is set forth in Exhibit B to the Letter
(2) In consideration for the European Assets, CHS will receive (a) the
number of shares (the "Europa Shares") of common stock of Europa ("Europa Common
Stock") equal to 20% of the total outstanding fully diluted common stock of
Europa as of the date that is thirty days after the date the order entered by
the Bankruptcy Court confirming the Plan becomes a final order (the "Effective
Date"); (b) $22.5 million in aggregate principal amount of promissory notes
issued by Europa on the Effective Date, bearing interest at the rate of 10% per
annum and due in thirty months (the "Thirty Month Notes") and (c) $45 million in
aggregate par value of redeemable, convertible preferred stock issued by Europa
on the Effective Date (the "Europa Preferred Stock").
(3) All of the consideration received by the Company from Europa for
the European Assets (except for such number of the Europa Shares as shall
constitute 5% of the fully diluted Europa Common Stock, which will be retained
by the Reorganized Company) shall be distributed to the Company's creditors
pursuant to the Plan. Furthermore, 25% of the equity of the Reorganized Company
shall be distributed to the Company's creditors pursuant to the Plan. The term
"Reorganized Company" refers to the successor entity to be formed pursuant to
the Plan as a result of the entry by the Bankruptcy Court of the order
confirming the Plan, when such order becomes a final order.
(4) Holders of the issued and outstanding shares of common stock of the
Company (including any warrants and options to purchase such shares) will, in
the aggregate, receive 75% of the common stock of the Reorganized Company and
all such outstanding shares of common
stock of the Company shall be deemed to be canceled and extinguished on the
As of April 18, 2000, the following creditors of the Company had
approved the Plan and had signed the Letter Agreement: Alliance Capital
Management, LP; Gabriel Elias; Morgan Stanley Dean Witter Asset Management
(various entities); Van Kampen High Income Corporate Bond Fund; Warburg Dillon
Read, LLC; ML CBO XVIII (Cayman) Ltd.; ML CBO XIX (Cayman) Ltd.; AIU Insurance;
American Home Assurance Co.; Commerce and Industry Insurance Company; National
Union Fire Insurance Company of Pittsburgh, PA; The Insurance Company of the
State of Pennsylvania; Computer Associates International, Inc.; IBM Credit Corp.
(various entities) and Microsoft Ireland Operations Limited.
The above descriptions are qualified by reference to the Plan and the
Letter Agreement, which are filed as exhibits to this Report and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1Plan of Reorganization of CHS Electronics, Inc., filed
on April 4, 2000 with the United States Bankruptcy
Court for the Southern District of Florida.
10.1 Letter Agreement, dated as of March 17, 2000 by and
among CHS Electronics, Inc. (the "Company"), Europa IT
ApS and certain creditors of the Company.
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.
CHS ELECTRONICS, INC.
Date: April 19, 2000 By: /s/ BURTON EMMER
Acting Chief Financial Officer