Nautilus Group 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 25, 2009
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
16400 SE Nautilus Drive
Vancouver, Washington 98683
(Address of principal executive offices and zip code)
(Registrants telephone number, including area code)
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):
This Form 8-K/A amends and supplements the current report on Form 8-K filed by Nautilus, Inc, a Washington corporation (the Company), on September 29, 2009, to report the Companys commitment to a plan to divest itself of all of the assets, liabilities and ongoing operations of its commercial business, which plan was approved at a meeting of the Board of Directors held on September 25, 2009. This Form 8-K/A is being filed to disclose the estimates required by Item 2.05 of Form 8-K.
On December 29, 2009, the Company completed the sale of certain assets of its StairMasterTM and SchwinnTM Fitness product lines and, on February 19, 2010, the Company completed the sale of certain assets of its NautilusTM commercial equipment product lines, all of which were consistent with its previously announced planned divestiture of its commercial division.
On March 2, 2010, the Company made a final determination of estimated disposal costs associated with divestiture of the commercial business. The Company further determined that it expects to incur total charges of $13.5 million in connection with the divestiture of its commercial business and, of these charges, $4.0 million are expected to be cash charges and $9.5 million are expected to be non-cash charges.
The major types and timing of charges expected to be incurred are as follows:
The Company expects to complete the divestiture of its commercial business in 2010. The following table shows the portions of the commercial business divestiture for which sales transactions have been completed, and the portions for which sales were not completed, as of March 5, 2010:
This Form 8-K/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based upon managements beliefs, as well as assumptions made by and information currently available to management. All statements other than statements of historical fact included in this Form 8-K/A, in particular regarding the amounts and timing for anticipated disposal costs described above, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements identified by the words estimates, expects to, currently expects and similar expressions. Actual events or results may differ materially from such forward-looking statements. For information about the factors that could cause such differences, please refer to the Companys Annual Report on Form 10-K for the year ended December 31, 2009. The Company undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date made or to reflect the occurrence of unanticipated events, expect as required by law.
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.
March 8, 2010