UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E
-
3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934)
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Boss Holdings, Inc.
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(Name of the Issuer and Name of
Person(s) Filing Statement)
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Common Stock, $0.25
par value per share
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(Title of Class of
Securities)
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10011B101
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(CUSIP Number of Class of
Securities)
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G. Louis Graziadio III
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Chairman of the Board, President and
Chief Executive Officer
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Boss Holdings, Inc.
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1221 Page Street
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Kewanee, Illinois 61443
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(309)
852-2131
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(Name, Address and Telephone Number of
Persons Authorized to
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Receive Notices and Communications on
Behalf of Person(s) Filing Statement)
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Copy to:
Dennis J. Block, Esq.
Cadwalader,
Wickersham & Taft LLP
One
World Financial Center
New York, New York 10281
(212) 504
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6000
This statement is
filed in connection with (check the appropriate box):
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a.
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C, or Rule 13e
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3(c) under the Securities Exchange Act of 1934.
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b.
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o
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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o
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A
tender offer.
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d.
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o
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None
of the above.
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Check the following
box if the soliciting materials or information statement referred to in checking
box (a) are preliminary copies:
x
Check the following
box if the filing is a final amendment reporting the results of the
transaction:
o
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Calculation of Filing Fee
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Transaction Valuation
(*)
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Amount of Filing Fee
(**)
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$308,578
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$22.00
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(*) Calculated solely
for purposes of determining the filing fee. This amount assumes the acquisition
of approximately 40,337 shares of common stock for $7.65 per share in cash in
lieu of issuing fractional shares to holders of less than 100 shares of common
stock after the proposed reverse/forward stock split.
(**) The filing fee
is calculated in accordance with Rule 0
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11(b) by multiplying the
Transaction Valuation of $308,578 by 0.0000713.
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o
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Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0
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11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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RULE 13e-3 TRANSACTION STATEMENT
INTRODUCTION
This Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this “
Schedule 13E-3
”) is
being filed by Boss Holdings, Inc., a Delaware corporation (the “
Company
”), on
January 20
, 2010, in connection
with a proposed transaction to deregister its shares of common stock, $0.25 par
value per share (the “
Common Stock
”),
under the federal securities laws. At a special meeting of stockholders, the
Company’s stockholders of record will vote on approval of amendments to the
Company’s Certificate of Incorporation to effect a 1-for-100 reverse stock split
immediately followed by a 100-for-1 forward stock split of the Common Stock.
This Schedule 13E-3 is being filed with the
Securities and Exchange Commission (the “
SEC
”) concurrently
with the filing of the Company’s preliminary proxy statement on Schedule 14A
(the “
Proxy Statement
”) pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended. The information contained in the
Proxy Statement, including all annexes thereto, is expressly incorporated herein
by reference and the responses to each item of this Schedule 13E-3 are qualified
in their entirety by reference to the information contained in the Proxy
Statement. Capitalized terms used and not otherwise defined herein have the
meanings ascribed to such terms in the Proxy Statement.
Item 1.
Summary Term Sheet
The information set forth in the Proxy
Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by
reference.
Item 2.
Subject Company Information
(a)
Name and Address
.
The name of the subject company is Boss Holdings, Inc., a Delaware corporation.
The Company’s principal executive offices are located at 1221 Page Street,
Kewanee, Illinois 61443. The Company’s telephone number is (309) 852-2131.
(b)
Securities
. The
subject class of equity securities to which this Schedule 13E 3 relates is the
Company’s common stock, $0.25 par value per share, of which 2,124,047 shares
were outstanding as of January 1, 2010.
(c)
Trading Market and Price
. The information set forth in the Proxy Statement under “INFORMATION
ABOUT THE COMPANY — Market Price of Common Stock; Dividends” is incorporated
herein by reference.
(d)
Dividends
. The
information set forth in the Proxy Statement under “INFORMATION ABOUT THE
COMPANY — Market Price of Common Stock; Dividends” is incorporated herein by
reference.
(e)
Prior Public Offerings
. The Company has not made an underwritten public offering of its Common
Stock for cash during the three years preceding the date of the filing of this
Schedule 13E-3.
(f)
Prior Stock Purchases
. The information set forth in the Proxy Statement under “INFORMATION
ABOUT THE COMPANY — Stock Purchases” is incorporated herein by reference.
f-2
Item 3.
Identity and Background of Filing Person
(a)
Name and Address
.
The filing person, the Company, is also the subject company, with its address
and telephone number provided in Item 2(a) above. The name of each director and
executive officer is set forth below.
Board of
Directors
G. Louis Graziadio
III
Perry A.
Lerner
Lee E.
Mikles
Paul A.
Novelly
William R.
Lang
Executive
Officers
G. Louis Graziadio III — Chairman of the
Board, President and Chief Executive Officer
Steven G. Pont — Vice President –
Finance
James F.
Sanders — Secretary and General Counsel
Terrence J. Brizz — President of
Galaxy Balloons, Incorporated
William E. Donze, Jr. — President of
Boss Pet Products, Inc.
Richard Bern — Operations
Consultant
The address of each director and executive
officer of the Company is c/o Boss Holdings, Inc., 1221 Page Street, Kewanee,
Illinois 61443.
(b)
Business and Background of Entities
. Not applicable.
(c)
Business and Background of Natural Persons
. The information set forth in the Proxy
Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS” and “EXECUTIVE OFFICERS
OF THE COMPANY” is incorporated herein by reference.
Neither the Company nor, to the Company’s
knowledge, the Company’s directors or executive officers has been convicted in a
criminal proceeding during the past five years (excluding traffic violations or
similar misdemeanors) or has been a party to any judicial or administrative
proceeding during the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
Each of the Company’s directors and
executive officers is a citizen of the United States.
Item 4.
Terms of the Transaction
(a)
Material Terms
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET” and
“SPECIAL FACTORS” is incorporated herein by reference.
(c)
Different Terms
.
The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The
Transaction,” “— Effects of the Transaction,” “— Fairness of the Transaction,”
and “— Material U.S. Federal Income Tax Consequences of the Transaction;” and
SPECIAL FACTORS — Fairness of the Transaction,” “— Effects of the Transaction,”
and “— Material U.S. Federal Income Tax Consequences of the Transaction” is
incorporated herein by reference.
(d)
Appraisal Rights
.
The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — No
Appraisal or Dissenters’ Rights;” and “SPECIAL FACTORS — No Appraisal or
Dissenters’ Rights” is incorporated herein by reference.
(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the Proxy
Statement under “SPECIAL FACTORS — Fairness of the Transaction” is incorporated
herein by reference.
(f)
Eligibility for Listing or Trading
. Not applicable.
4-3
Item 5.
Past Contracts, Transactions, Negotiations and
Agreements
(a)
Transactions
. The
information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF
DIRECTORS — Certain Relationships and Related Transactions” is incorporated
herein by reference.
(b)
Significant Corporate Events
. Not applicable.
(c)
Negotiations or Contacts
. Not applicable.
(e)
Agreements Involving the Subject Company’s Securities
. The information set forth in the Proxy
Statement under “SPECIAL FACTORS — Potential Conflicts of Interests of Officers,
Directors and Certain Affiliated Persons” is incorporated herein by reference.
Item 6.
Purposes of the Transaction and Plans or
Proposals
(b)
Use of Securities Acquired
. The information set forth in the Proxy Statement under “SPECIAL FACTORS
— Effective Date” is incorporated herein by reference.
(c)
Plans
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The
Transaction”, “— Purposes of and Reasons for the Transaction,” “— Effects of the
Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the
Transaction,” “— Background of the Transaction,” “— Fairness of the
Transaction,” “— Effects of the Transaction,” and “— Conduct of Our Business
After the Transaction” is incorporated herein by reference.
Item 7.
Purposes, Alternatives, Reasons and Effects
(a)
Purposes
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET —
Purposes of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purposes of
and Reasons for the Transaction” and “— Background of the Transaction” is
incorporated herein by reference.
(b)
Alternatives
. The
information set forth in the Proxy Statement under “SPECIAL FACTORS — Background
of the Transaction,” and “— Alternatives Considered” is incorporated herein by
reference.
(c)
Reasons
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET —
Purposes of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purposes of
and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness
of the Transaction,” and “— Alternatives Considered” is incorporated herein by
reference.
(d)
Effects
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The
Transaction,” “— Purposes and Reasons for the Transaction,” “— Effects of the
Transaction,” “— Fairness of the Transaction,” “— Advantages of the
Transaction,” “— Disadvantages of the Transaction,” and “— Material U.S. Federal
Income Tax Consequences of the Transaction;” and “SPECIAL FACTORS — Purposes and
Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of
the Transaction,” “— Effects of the Transaction,” “— Conduct of Our Business
After the Transaction,” and “— Material U.S. Federal Income Tax Consequences of
the Transaction” is incorporated herein by reference.
Item 8.
Fairness of the Transaction
(a)
Fairness
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET —
Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the
Transaction,” and “— Fairness of the Transaction” is incorporated herein by
reference.
(b)
Factors Considered in Determining Fairness
. The information set forth in the Proxy
Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the
Transaction,” “— Fairness of the Transaction,”
“— Advantages of the Transaction,” and “—
Disadvantages of the Transaction;” and “SPECIAL FACTORS — Purposes of and
Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of
the Transaction,” “— Alternatives Considered,” and “—Opinion of TM Capital” is
incorporated herein by reference.
b-4
(c)
Approval of Security Holders
. The information set forth in the Proxy
Statement under “SUMMARY TERM SHEET — Voting Information;” and “SPECIAL FACTORS
— Fairness of the Transaction,” and “— Stockholder Approval” is incorporated
herein by reference.
(d)
Unaffiliated Representatives
. The information set forth in the Proxy
Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL
FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and
“—Opinion of TM Capital” is incorporated herein by reference.
(e)
Approval of Directors
. The information set forth in the Proxy Statement under “SUMMARY TERM
SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the
Transaction,” and “— Fairness of the Transaction” is incorporated herein by
reference.
(f)
Other Offers
. None.
Item 9.
Reports, Opinions, Appraisals and Negotiations
(a)
Report, Opinion or Appraisal
. The information set forth in the Proxy
Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL
FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and
“—Opinion of TM Capital” is incorporated herein by reference.
(b)
Preparer and Summary of the Report, Opinion or
Appraisal
. The information
set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the
Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness
of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by
reference.
(c)
Availability of Documents
. The full text of the fairness opinions of TM Capital Corp. (“TM
Capital”) dated August 26, 2009 and December 23, 2009 are attached as Annexes C
and D, respectively, to the Proxy Statement. The fairness opinions of TM Capital
dated August 26, 2009 and December 23, 2009, TM Capital’s presentation dated
August 20, 2009, the supplement to the presentation dated August 24, 2009 and
the updated presentation dated December 23, 2009 are also available for
inspection and copying at the Company’s principal executive offices, 1221 Page
Street, Kewanee, Illinois 61443.
Item 10.
Source and Amounts of Funds or Other
Consideration
(a)
Source of Funds
.
The information set forth in the Proxy Statement under “SPECIAL FACTORS —
Effects of the Transaction” and “— Source of Funds and Expenses” is incorporated
herein by reference.
(b)
Conditions
. There
are no conditions to the availability of the funds discussed in response to item
7(a). There are no alternative financing arrangements or alternative financing
plans.
(c)
Expenses
. The
information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of
Funds and Expenses” is incorporated herein by reference.
(d)
Borrowed Funds
. No
part of the funds required for the Transaction is expected to be borrowed.
Item 11.
Interest in Securities of the Subject Company
(a)
Securities Ownership
. The information set forth in the Proxy Statement under “SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by
reference.
(b)
Securities Transactions
. The information set forth in the Proxy Statement under “INFORMATION
ABOUT THE COMPANY — Stock Purchases” is incorporated herein by reference.
b-5
Item 12.
The Solicitation or Recommendation
(d)
Intent to Tender or Vote in a Going Private
Transaction
. The
information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Voting
Information;” and “SPECIAL FACTORS — Potential Conflicts of Interests of
Officers, Directors and Certain Affiliated Persons,” and “— Stockholder
Approval” is incorporated herein by reference.
(e)
Recommendation of Others
. The information set forth in the Proxy Statement under “SUMMARY TERM
SHEET — The Transaction,” and “— Voting Information;” and “SPECIAL FACTORS —
Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of
the Transaction,” “— Potential Conflicts of Interests of Officers, Directors and
Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein
by reference.
Item 13.
Financial Statements
(a)
Financial Information
. The audited financial statements and unaudited interim financial
statements are incorporated by reference in the Proxy Statement from the
Company’s Annual Report on Form 10-K for the year ended December 27, 2008, and
the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26,
2009. The information set forth in the Proxy Statement under “FINANCIAL
INFORMATION — Summary Historical Financial Information” is incorporated herein
by reference.
(b)
Pro forma Information
. The information set forth in the Proxy Statement under “FINANCIAL
INFORMATION — Pro Forma Consolidated Financial Statements (Unaudited)” is
incorporated herein by reference.
Item 14.
Persons/Assets, Retained, Employed,
Compensated or Used
(a)
Solicitation or Recommendation
. The information set forth in the Proxy
Statement under “MEETING AND VOTING INFORMATION — Solicitation of Proxies” is
incorporated herein by reference.
(b)
Employees and Corporate Assets
. The information set forth in the Proxy
Statement under “MEETING AND VOTING INFORMATION — Solicitation of Proxies” is
incorporated herein by reference.
Item 15.
Additional Information
(b)
Other Material Information
. The information contained in the Proxy Statement, including all
appendices attached thereto, is incorporated herein by reference.
Item 16.
Exhibits
(a) Notice of Meeting and Preliminary Proxy
Statement of the Company, including all appendices and the proxy card attached
thereto (incorporated herein by reference to the Company’s Schedule 14A filed
with the SEC on January 20
,
2010).
(b) Not applicable.
(c)(i) Opinion of TM Capital Corp. dated
August 26, 2009 (incorporated herein by reference to Annex C of the Proxy
Statement).
(c)(ii) Opinion of TM Capital Corp. dated
December 23, 2009 (incorporated herein by reference to Annex D of the Proxy
Statement).
(c)(iii) Presentation dated August 20, 2009
of TM Capital Corp. to the Board of Directors of the Company.
16-6
(c)(iv) Supplement to the Presentation dated
August 24, 2009 of TM Capital Corp. to the Board of Directors of the Company.
(c)(v) Presentation dated December 23, 2009
of TM Capital Corp. to the Board of Directors of the Company.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
16-7
SIGNATURE
After reasonable inquiry and to the best of
its knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
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BOSS HOLDINGS,
INC.
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By:
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/s/ James F. Sanders
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James F. Sanders
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Corporate
Secretary
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Dated: January
20
, 2010
16-8
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)
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Notice of
Meeting and Preliminary Proxy Statement of the Company, including all
appendices and the proxy card attached thereto (incorporated herein by
reference to the Company’s Schedule 14A filed with the SEC on January
20
, 2010).
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(c)(i)
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Opinion of TM
Capital Corp. dated August 26, 2009 (incorporated herein by reference to
Annex C of the Proxy Statement).
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(c)(ii)
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Opinion of TM
Capital Corp. dated December 23, 2009 (incorporated herein by reference to
Annex D of the Proxy Statement).
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(c)(iii)
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Presentation
dated August 20, 2009 of TM Capital Corp. to the Board of Directors of the
Company.
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(c)(iv)
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Supplement to
the Presentation dated August 24, 2009 of TM Capital Corp. to the Board of
Directors of the Company.
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(c)(v)
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Presentation
dated December 23, 2009 of TM Capital Corp. to the Board of Directors of
the Company.
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