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CODI > SEC Filings for CODI > Form 8-K on 12-Aug-2008All Recent SEC Filings

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Form 8-K for COMPASS DIVERSIFIED HOLDINGS


12-Aug-2008

Other Events


Item 8.01 Other Events

On August 8, 2008, Compass Group Diversified Holdings LLC (the "Company") and Compass Diversified Holdings ("Holdings" and, together with the Company, collectively "CODI," "us" or "we") entered into and consummated a Stock Purchase and Option Agreement (the "Agreement") with Hollywood Support Partners, LLC ("Hollywood") whereby the Company purchased from Hollywood 67,067 shares of Series B Common Stock (the "Series B Stock") and 28,497 shares of Series A Preferred Stock (the "Series A Stock" and together with the Series B Stock, the "Shares") of Anodyne Medical Device, Inc. ("Anodyne"). Mark Bidner, the Chairman of Anodyne's Board of Directors and Chief Executive Officer, President and Secretary of Anodyne, is the managing member of Hollywood. The aggregate purchase price for the Shares was $7,092,784.69 and was paid as follows: (i) the cancellation of a promissory note with 13.0% payment-in-kind interest, dated February 15, 2006 and due August 15, 2008, of Hollywood in favor of the Company, the outstanding principal amount of, and accrued and unpaid interest on, was $6,892,784.69, and (ii) the granting by the Company to Hollywood of an option, valued at $200,000, that permits Hollywood to purchase from the Company 47,690 shares of Series B Common Stock at a strike price per share that exceeds the price per share paid by the Company for the Series B Stock and representing approximately 10% of the fully diluted ownership of Anodyne as of August 8, 2008. The Agreement contains customary representations and warranties with respect to the organization and authority of Hollywood; no conflicts with respect to Hollywood's consummation of the transactions contemplated by the Agreement; legal proceedings involving Hollywood, the Shares or the transactions contemplated by the Agreement; and Hollywood's ownership of the Shares. Concurrently with the consummation of the aforementioned transactions, Mr. Bidner resigned as the Chief Executive Officer, President and Secretary of Anodyne and will continue his service on Anodyne's Board of Directors as its Chairman.


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