SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 3, 2004
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MOVIE STAR, INC.
(Exact Name of Registrant as Specified in Charter)
New York 1-5893 13-5651322
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1115 Broadway, New York, New York 10010
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 684-3400
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 3, 2004, Movie Star, Inc. ("Company") completed its acquisition
of certain assets of Sidney Bernstein & Son Lingerie, Inc., a New York
corporation engaged in the design, marketing and sale of women's lingerie and
related apparel and accessories ("SB&S"), pursuant to an Asset Purchase
Agreement, dated as of July 28, 2004.
The acquired assets were purchased for an aggregate price of $3,387,000 and
included, among other assets, $2,873,000 of inventory and $500,000 of intangible
assets. The Company also assumed $3,012,000 of SB&S' open purchase orders and
received $7,408,000 of open customer orders. Pursuant to the Asset Purchase
Agreement, the Company also agreed to pay up to an additional $1,000,000 in the
aggregate based upon the gross profits generated by the Company's
newly-established Sidney Bernstein & Son Division during the next three fiscal
years. In connection with the asset purchase, Daniel Bernstein and Irwin
Bernstein, the two owners of SB&S have joined the Company as President and Vice
President, respectively, of the new division.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
No financial statements are required to be filed in connection with
the asset purchase.
(b) Pro Forma Financial Statements
No pro forma financial statements are required to be filed in
connection with the asset purchase.
(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement, dated July 28,
2004, among the Company, Sidney Bernstein &
Son Lingerie, Inc, Irwin Bernstein and
Daniel Bernstein.
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SIGNATURE
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.
Dated: August 6, 2004 MOVIE STAR, INC.
By: /s/ Thomas Rende
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Thomas Rende
Chief Financial Officer
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