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): | March 22, 2005 |
| Johnson Outdoors Inc. |
| (Exact name of registrant as specified in its charter) |
| Wisconsin |
0-16255 |
39-1536083 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) | |
| 555 Main Street, Racine, Wisconsin 53403 |
| (Address of principal executive offices, including zip code) |
| (262) 631-6600 |
| (Registrant's telephone number, including area code) |
| 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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 22, 2005, Johnson Outdoors Inc. (the “Company”) held a special shareholders meeting to approve that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2004, by and between the Company and JO Acquisition Corp. Under the terms of the merger contemplated by the Merger Agreement, public shareholders of the Company would have received $20.10 per share in cash, and the members of the Johnson family would have acquired 100% ownership of the Company. Approval of the Merger Agreement required, among other required votes, the affirmative vote of 66 2/3% of the votes entitled to be cast at the special meeting by shareholders other than members of the Johnson family and their affiliates or associates (the “supermajority vote”). The Company issued a press release on March 22, 2005 announcing that the Company had not obtained the supermajority vote necessary to approve the Merger Agreement. A copy of such press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. The following exhibit is being filed herewith: |
| (99) | Press Release, dated March 22, 2005. |
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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.
| JOHNSON OUTDOORS INC. | |
Date: March 23, 2005 |
By: /s/ Paul A. Lehmann |
| Paul A. Lehmann | |
| Vice President and Chief Financial Officer |
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JOHNSON OUTDOORS INC.
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Description
| 99 | Press Release Dated March 22, 2005. |
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Exhibit 99
FOR IMMEDIATE RELEASE
| CONTACT: | CYNTHIA
GEORGESON 262-631-6600 |
JOHNSON OUTDOORS TO REMAIN A PUBLIC COMPANY
Racine, Wisconsin, March 22, 2005 – JOHNSON OUTDOORS INC. (Nasdaq: JOUT) today announced that while its proposed merger with JO Acquisition Corp. received enormous support from Johnson Outdoors’ longstanding shareholders, it did not receive the support of some institutions that more recently became shareholders. Consequently, the company did not receive the supermajority vote of shareholders as required under Wisconsin law for approval at today’s special meeting.
Helen Johnson-Leipold, the Chairman and Chief Executive Officer of Johnson Outdoors, said, “While the outcome of today’s vote isn’t what we had hoped for, I want to thank all of our shareholders who supported this merger and reaffirm my strong commitment to Johnson Outdoors and its future.”
ABOUT JOHNSON OUTDOORS INC.
Johnson Outdoors is a leading global outdoor recreation company that turns ideas into adventure with innovative, top-quality products. The Company designs, manufactures and markets a portfolio of winning, consumer-preferred brands across four categories: Watercraft, Marine Electronics, Diving and Outdoor Equipment. Johnson Outdoors’ familiar brands include, among others: Old Town® canoes and kayaks; Ocean Kayak™ and Necky® kayaks; Minn Kota® motors; Humminbird® fishfinders; SCUBAPRO® and UWATEC® dive equipment; and Eureka!® tents.
Visit Johnson Outdoors online at http://www.JohnsonOutdoors.com.