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UNITED STATES
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): March 22, 2005
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SOLA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware 001-13606 94-3189941
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
10590 West Ocean Air Drive, Suite 300
San Diego, CA 92130
(Address of principal executive offices)
(858) 509-9899
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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))
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Item 5.01. Changes in Control of Registrant.
On March 22, 2005, pursuant to an Agreement and Plan of Merger, dated as of
December 5, 2004, among SOLA International Inc., a Delaware corporation (the
"Company"), Carl Zeiss TopCo GmbH, a German company ("TopCo"), and Sun
Acquisition, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of TopCo ("Sun"), Sun merged with and into the Company with the
Company as the surviving corporation. As a result of the merger, each share of
common stock outstanding of the Company immediately prior to the effective time
of the merger was converted into the right to receive $28.00 in cash, without
interest. Each share of Sun was converted into a share of the Company, making
the Company an indirect wholly-owned subsidiary of TopCo.
The aggregate merger consideration paid by TopCo was $909,699,700. Credit
Suisse First Boston International and Deutsche Bank AG London provided debt
financing for this transaction, and TopCo and EQT III Limited provided an equity
contribution.
As a result of the transaction described above, the Board of Directors of
Sun became the Board of Directors of the Company. The directors of the Company
following the merger are Christian Mueller, Ulrich Hoffmann and Klaus
Leinmueller.
A copy of the press release issued by the Company on March 22, 2005 is
filed as an exhibit hereto and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The information provided in Item 5.01 of this report is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Press Release
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.
Dated: March 22, 2005
SOLA INTERNATIONAL INC.
By: /s/ Jeremy C. Bishop
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Name: Jeremy C. Bishop
Title: Chief Executive Officer