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NEOSTAR RETAIL GROUP INC Mailing Address Business Address 2250 WILLIAM D SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 1996-11-29 | Period of Report: 1996-11-27 SEC Accession No. 0000950134-96-006622 (HTML Version on secdatabase.com) FILER NEOSTAR RETAIL GROUP INC Mailing Address Business Address 2250 WILLIAM D. TATE 2250 WILLIAM D. TATE CIK:932790| IRS No.: 752559376 | State of Incorp.:DE | Fiscal Year End: 0129 AVENUE AVENUE Type: 8-K | Act: 34 | File No.: 000-25272 | Film No.: 96674327 GRAPEVINE TX 76051 GRAPEVINE TX 76051 SIC: 5734 Computer & computer software stores (817) 424-2000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 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 November 27, 1996 NeoStar Retail Group, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 0-25272 75-2559376 ---------------------------- ------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2250 William D. Tate Avenue, Grapevine, Texas 76051 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 424-2000 ---------------- 2 Item 5. Other Events On September 16, 1996, NeoStar Retail Group, Inc., a Delaware corporation (the "Company'), and its direct and indirect subsidiaries, Babbage's, Inc., a Texas corporation ("Babbage's"), Software Etc. Stores, Inc., a Delaware corporation ("Software"), Augusta Enterprises, Inc., a Delaware corporation, and Chasada, a Pennsylvania business trust, filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code, Case No. 396-36648-SAF-11 in the United States Bankruptcy Court, Northern District of Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Texas, Dallas Division (the "Bankruptcy Court"), U.S. Bankruptcy Judge Steven A. Felsenthal presiding. On November 27, 1996, the Order Pursuant to Sections 105(a), 363(b)(1), 363(f), 365(b) and 365(f) of the Bankruptcy Code Authorizing and Approving the Sale of Debtors' Assets, the Assumption and Assignment of Leases, Rejection of Leases, and Assumption and Assignment of Verifone Executory Contract (the "Order") was entered by the Bankruptcy Court approving the sale of substantially all of the assets of the Company to Software Acquisition Company LLC. Software Acquisition Company LLC was recently formed by Leonard Riggio, a director and stockholder of the Company, for purposes of bidding for the Company's assets. On November 27, following the entry of the Order by the Bankruptcy Court, the purchase by Software Acquisition Company LLC of substantially all of the assets of the Company, as more specifically described in the Order, was consummated. The above description of the Order and the sale of the assets to Software Acquisition Company LLC is qualified in its entirety by the Order (including the exhibits and schedules attached thereto), a copy of which is attached hereto and filed herewith as Exhibit 99.1 and is incorporated herein by reference. 3 Item 7. Financial Statements and Exhibits (c) Exhibits The following exhibit is filed as part of this report: 99.1 Order Pursuant to Sections 105(a), 363(b)(1), 363(f), 365(b) and 365(f) of the Bankruptcy Code Authorizing and Approving the Sale of Debtors' Assets, the Assumption and Assignment of Leases, Rejection of Leases, and Assumption and Assignment of Verifone Executory Contract (filed herewith). 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. NEOSTAR RETAIL GROUP, INC. (Registrant) By: /s/ OPAL P. FERRARO --------------------------- Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Opal P. Ferraro Vice President and Chief Financial Officer Date: November 27, 1996 4 EXHIBIT INDEX <TABLE> <CAPTION> EXHIBIT PAGE NUMBER DESCRIPTION NUMBER ------- ----------- ------ <S> <C> <C> 99.1 Order Pursuant to Sections 105(a), 363(b)(1), 363(f), 365(b) and 365(f) of the Bankruptcy Code Authorizing and Approving the Sale of Debtors' Assets, the Assumption and Assignment of Leases, Rejection of Leases, and Assumption and Assignment of Verifone Executory Contract (filed herewith) </TABLE> Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 Deborah D. Williamson Texas State Bar No. 21617500 Patrick L. Huffstickler Texas State Bar No. 10199250 Cox & Smith Incorporated 112 E. Pecan, Suite 1800 San Antonio, Texas 78205 210/554-5500 210/226-8395 (Fax) Attorneys for NeoStar Retail Group, Inc.; Babbage's, Inc.; Software Etc. Stores, Inc.; Augusta Enterprises, Inc.; and Chasada IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: ) CASE NOS. 396-36648-SAF-11 ) THROUGH NEOSTAR RETAIL GROUP, INC., ) CASE NO. 396-36652-SAF-11 BABBAGE'S, INC., ) (CHAPTER 11) SOFTWARE ETC. STORES, INC., ) AUGUSTA ENTERPRISES, INC., and ) ADMINISTRATIVELY CONSOLIDATED CHASADA, ) ) DEBTORS. ) ORDER PURSUANT TO SECTIONS 105(a), 363(b)(1), 363(f), 365(b) AND 365(f) OF THE BANKRUPTCY CODE AUTHORIZING AND APPROVING THE SALE OF DEBTORS' ASSETS, THE ASSUMPTION AND ASSIGNMENT OF LEASES, REJECTION OF LEASES, AND ASSUMPTION AND ASSIGNMENT OF VERIFONE EXECUTORY CONTRACT ----------------------------------------- Upon the Motions dated November 15, 1996 of NeoStar Retail Group, Inc., Babbage's, Inc., Software Etc. Stores, Inc., August Enterprises, Inc. and Chasada, debtors and debtors in possession (collectively, the "Debtors") for Orders Pursuant to Sections 105, 363, and 365 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code") (1) Establishing Bid Procedures and Sales Guidelines for the Sale of Substantially All Assets of Debtors and, Contingently, Authorizing Debtors and/or Their Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2 Liquidating Agent to Conduct Certain Store Closing sales, (2) Approving Sale of Assets Free and Clear of Liens, Claims and Encumbrances and (3) to Assume and Assign Unexpired Leases of Nonresidential Real Property (the leases being assumed thereby being the "Leases" (such motions collectively the "Auction Motions")); and hearings having been held on November 25 and 26, 1996 to consider the Auction Motions; and it appearing that (a) actual notice of the Auction Motions and the hearing has been provided to all known creditors and parties in interest, except equity holders, (b) the Auction Sale Notice has been disseminated to any and all known prospective Bidders for the Debtors' assets, and (c) the Debtors have published notice of the proposed auction (the "Auction") in the National Edition of The Wall Street Journal; and it appearing that such notice constitutes good and sufficient notice of the Auction Motions and that no other or further notice need be given; and any objections to the Auction Motions having been withdrawn or overruled as reflected in the record of the hearing; and upon the Auction Motions and, the Court having read its Findings of Fact and Conclusions of Law into the record which are incorporated herein by reference and based upon the record established at the hearing and all other proceedings had before the Court; and it appearing that the Debtors have good title to the Acquired Assets, as hereinafter defined; and it appearing that the relief requested in the Auction Motions is in the best interest of the Debtors, their creditors and all other parties in interest, and sufficient cause appearing therefore; it is FOUND, ORDERED, ADJUDGED AND DECREED, effective on November 26, 1996 based on the Court's bench rulings on the Auction Motions: 1. The Auction Motions and the entry of this order together constitute a 2 3 core proceeding under 28 U.S.C. Section 157(b). Due and proper notice of the Auction Motions and the Auction has been given in accordance with the provisions of 11 U.S.C. Sections 105, 363(b) and (f) and 365 and Federal Rules of Bankruptcy Procedure 2002, 6004, and 6006 and Order of this Court. 2. The consideration to be received by the Debtors pursuant to the bid of Software Acquisition Company, LLC (the "Winning Bidder"), as announced on the record and as summarized on Exhibit "A" which is attached hereto and incorporated herein for all purposes (the "Winning Bid"), at the Auction constitutes the highest and best offer received by the Debtors for the Acquired Assets as defined in Exhibit "A" (which Acquired Assets are specifically exclusive of (i) all causes of action owned by, through, or under the Debtors, (ii) causes of action under Chapter 5 of the Bankruptcy Code, (iii) the Debtors' cash on hand, exclusive of cash on hand in Debtors' store Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document locations covered by the Leases assumed by the Debtors and assigned to the Winning Bidder, and (iv) accounts receivable, tax refunds, and other tax attributes, funds in bank accounts or in transit) and the Leases (as hereinafter defined). The consideration to be received by the Debtors pursuant to the second highest and best bid (the "Second Highest and Best Bid") of The Electronics Boutique, Inc. (the "Second Highest and Best Bidder"), as announced on the record and as summarized on Exhibit "B" which is attached hereto and incorporated herein for all purposes. The Second Highest and Best Bidder has topped off its earnest money deposit and the Winning Bidder shall top off its earnest money deposit, each in an amount equal to 10% of the Purchase Price as defined in Exhibits "A" and "B" respectively. 3. The closing shall occur on or before 12 Noon, C.S.T., November 27, 3 4 1996.
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