UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November 2, 2009
BOSS HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-23204
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58-1972066
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1221 Page
Street
Kewanee,
Illinois 61443
(Address
of Principal Executive Offices)
(800)
447-4581
(Registrant’s
Telephone Number)
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:
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£
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Written
communications pursuant to Rule 425 under the Securities
Act
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item 1.01. Entry
into a Material Definitive Agreement
On
November 2, 2009, Galaxy Balloons, Incorporated (“Galaxy”), an indirect
subsidiary of Boss Holdings, Inc. (“BSHI”), purchased the balloon customer list,
inventory, records, files and certain balloon manufacturing equipment of Ashland
Graphic Arts, Inc. of Ashland, Ohio (“AGA”) pursuant to an Asset Purchase and
Sale Agreement. Ashland manufactures, imprints, personalizes, markets
and distributes a line of balloons and other inflatable products for the
specialty advertising market.
The base
purchase price was $300,000, with $250,000 paid in cash at closing, with payment
of the remaining $50,000 due within ninety days after closing. Galaxy also
purchased certain items of balloon imprinting equipment from Poly-Plate, Inc.,
an affiliate of AGA, for a cash purchase price of $87,500. AGA and its
president, Stephen Gardner, are subject to a non-compete agreement for a term of
five years following closing. BSHI funded the purchase in cash from its existing
working capital.
Management
believes the AGA line of products, including its trademarked Fur’s A Flyin’
line, will mesh well with Galaxy’s own line of balloons and promotional
products. The acquired balloon manufacturing equipment will be relocated to
Galaxy’s Cleveland, Ohio manufacturing plant and will enhance Galaxy’s balloon
imprinting capabilities. Galaxy will not assume any of AGA’s employees in the
transaction. AGA’s 2008 revenues were approximately $1,345,000 and
approximately $785,000 for the nine month period ending September 30, 2009.
Management expects the AGA transaction will be immediately accretive to Galaxy’s
net earnings.
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.
BOSS
HOLDINGS, INC.
By:
/s/ James F.
Sanders
James F. Sanders, Corporate
Secretary
Date: November 4,
2009
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