Attached files

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EX-99 - STEINER LEISURE Ltdstnrexhibit99_1.htm
EX-23 - STEINER LEISURE Ltdstnrexhibit23_1.htm
EX-99 - STEINER LEISURE Ltdstnrexhibit99_3.htm
EX-99 - STEINER LEISURE Ltdstnrexhibit99_2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 1, 2011

Date of report (date of earliest event reported)

 

STEINER LEISURE LIMITED

(Exact Name of Registrant as Specified in Its Charter)

 

Commonwealth of The Bahamas

(State or other Jurisdiction of Incorporation)

 

0-28972

98-0164731

(Commission File Number)

(IRS Employer Identification No.)

 

Suite 104A, Saffrey Square

 

P.O. Box N-9306

Nassau, The Bahamas

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

 

(242) 356-0006

(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 (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 


Item 2.01 Completion of Acquisition or Disposition of Assets

Steiner Leisure Limited (the "Company") is filing this Amendment No. 1 to its Current Report on Form 8-K that was initially filed with the Securities and Exchange Commission on November 7, 2011 to file the financial statements and pro forma financial information required by Item 9.01 of Form 8-K with respect to the Company's acquisition of Ideal Image Development, Inc. ("Ideal Image").

Item 9.01 Financial Statements and Exhibits

  1. Financial Statements of Business Acquired

The following audited financial statements of Ideal Image are being filed with this report as Exhibit 99.1 and are being incorporated herein by reference:

  • Audited Consolidated Balance Sheets as of December 31, 2010 and 2009
  • Audited Consolidated Statements of Operations for the years ended December 31, 2010 and 2009
  • Audited Consolidated Statements of Shareholders' Deficit for the years ended December 31, 2010 and 2009
  • Audited Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009
  • Notes to Audited Consolidated Financial Statements

The following unaudited financial statements of Ideal Image are being filed with this report as Exhibit 99.2 and is being incorporated herein by reference:

  • Unaudited Condensed Consolidated Balance Sheets as of September 30, 2011
  • Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2011 and 2010
  • Unaudited Condensed Consolidated Statement of Shareholders' Deficit for the nine months ended September 30, 2011
  • Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010
  • Notes to Unaudited Condensed Consolidated Financial Statements
  1. Pro Forma Financial Information

The following pro forma financial information is being filed with this report as Exhibit 99.3 and is being incorporated herein by reference:

  • Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2011
  • Unaudited Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 2011
  • Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2010

(d) Exhibits

23.1 - Consent of Crowe Horwath LLP

99.1 - Audited Financial Statements in Item 9.01(a)

99.2 - Unaudited Financial Statements listed in Item 9.01(a)

99.3 - Pro Forma Financial Information listed in Item 9.01(b)


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.

 

STEINER LEISURE LIMITED

   
   

Date: January 13, 2012

/s/ Leonard I. Fluxman

 

Leonard I. Fluxman

 

President and Chief Executive Officer