UNITED STATES
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): May 4, 2010
The Hillman Companies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13293
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23-2874736 |
| (State or other jurisdiction
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(Commission File No.)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
Registrant’s telephone number, including area code: (513) 851-4900
Not Applicable
(Former name or former address,
if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events.
In March 1996, The Hillman Companies (“Hillman”) entered into a 20 year license agreement with
Quick-Tag Holdings (“Quick-Tag”). Quick-Tag, a commercialized, consumer-operated vending system,
provides custom engraved specialty items, such as pet identification tags, luggage tags and other
engraved identification tags. Under the terms of the license agreement, Hillman pays Quick-Tag a
royalty of $0.35 for every product engraved using the Quick-Tag technology. On May 4, 2010,
Hillman signed a letter of intent to purchase the license and all related patents from Quick-Tag
for a price of $11.5 million. A definitive agreement is expected to be signed on or before May 31,
2010. There can be no assurance that a definitive agreement will be signed or that it will be on the same
terms as those contained in the letter of intent.
Royalty payments to Quick Tag were $2,243,262, $2,533,417, $2,714,192, $2,829,905 and
$2,423,081 for the years ended December 31, 2005, 2006, 2007, 2008 and 2009, respectfully. For the
quarters ended March 31, 2009 and 2010, royalty payments to Quick Tag were $707,076 and $472,940,
respectfully.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements,” which relate to future
events or the future performance or financial condition of Hillman. These statements are not
guarantees of future performance, condition or results and involve a number of risks and
uncertainties. Actual results and condition may differ materially from those in the forward-looking
statements as a result of a number of factors, including those described from time to time in
Hillman’s filings with the Securities and Exchange Commission. Hillman undertakes no duty to update
any forward-looking statements made herein.