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): August 18, 2006
MONARCH SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 000-08512 52-1073628
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State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or Identification No.)
organization)
4517 Harford Road, Baltimore, Maryland 21214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 254-9200
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N/A
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(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 obligations 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 1.01 Entry into a Material Definitive Agreement.
The information called for by this Item 1.01 is incorporated herein by reference
to Item 2.01 of this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 18, 2006, Girl's Life, Inc. ("Seller"), a wholly-owned subsidiary of
Monarch Services, Inc. (the "Registrant"), sold the assets owned by Seller used
in connection with the business of publishing, promoting and distributing Girls'
Life magazine (the "Magazine") to Girls' Life Acquisition Corp. ("Buyer"),
pursuant to an Asset Purchase Agreement dated August 18, 2006 by and among the
Seller, Buyer and the Registrant. The Buyer is owned by Karen Bokram, the CEO
of the Buyer who has run the Seller's business since the Magazine's inception.
The purchase price for the assets was $900,000 plus the assumption of certain
liabilities of the Seller, which total approximately $500,000. The $900,000 was
paid by the delivery of a promissory note to the Seller (the "Note"), which
provides for the accrual of interest at a rate of six percent (6%) per annum for
a period of 90 days, at which time the principal and all accrued interest under
the Note will become due and payable. The Note is secured by a pledge of 100%
of the capital stock of the Buyer (the "Pledged Shares"). Upon a default under
the Note, the Seller's exclusive remedy shall be the acquisition of the Pledged
Shares.
The Registrant intends to use any proceeds it receives from the Seller in
respect of the asset sale to pay off its existing debt.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
Exhibit 2.1-Asset Purchase Agreement dated August 18, 2006
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MONARCH SERVICES, INC.
Date: August 23, 2006 /s/ Jackson Y. Dott
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Jackson Y. Dott
President and CEO
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Asset Purchase Agreement dated August 18, 2006