0001042187-99-000018.txt : 19991201 0001042187-99-000018.hdr.sgml : 19991201 ACCESSION NUMBER: 0001042187-99-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991116 ITEM INFORMATION: FILED AS OF DATE: 19991130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTI INDUSTRIES CORP CENTRAL INDEX KEY: 0001042187 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362848943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23115 FILM NUMBER: 99766117 BUSINESS ADDRESS: STREET 1: 22160 N PEPPER RD CITY: BARRINGTON STATE: IL ZIP: 60010 MAIL ADDRESS: STREET 1: 22160 N PEPPER RD STREET 2: 22160 N PEPPER RD CITY: BARRINGTON STATE: IL ZIP: 60010 8-K 1 FORM 8-K U.S. 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): November 16, 1999 CTI INDUSTRIES CORPORATION ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-23115 36-2848943 -------- ------- ---------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 2216 North Pepper Road, Barrington, Illinois 60010 -------------------------------------------- ------- (Address of Principal Executive Offices) (Zip Code) (847) - 382-1000 -------------------------------------------------- (Registrant's Telephone Number, including Area Code) Item 5. Other Events ------- ------------ On November 16, 1999, the Registrant announced that it acquired additional shares of capital stock of PTF Industries, S.A. de C.V., Guadalajara, Mexico, a manufacturer of latex balloons ("PTF"), and now owns approximately 72% of the outstanding capital stock of PTF. The transaction was concluded through an agreement with a principal shareholder of PTF and by approval of the requisite number of PTF shareholders at a shareholders' meeting held on November 12, 1999. In the transaction, the Registrant allowed PTF to capitalize certain of PTF's outstanding indebtedness to the Registrant, amounting to approximately $975,000, together with certain equipment with a total value of approximately $745,000, both in exchange for capital stock of PTF. In addition, the Registrant agreed to purchase additional shares of stock from some PTF shareholders, and has the right to acquire substantially all of the remaining outstanding stock of PTF from another shareholder. At the shareholders' meeting, PTF's name was changed to CTI Mexico S.A. de C.V. The Company further announced that the PTF share acquisition transaction will allow all operations and financial results of PTF and the Registrant to be consolidated and coordinated, which will better reflect overall sales and margins. In addition, the Registrant announced that it has recently concluded an arrangement with PTF to supply latex balloons to a major retail chain in the United States. The Registrant's common stock is traded on the NASDAQ SmallCap Market under the symbol CTIBD. Item 7(c). Exhibits ---------- -------- A copy of press release dated November 16, 1999. 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. 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. CTI Industries Corporation ----------------------------- (Registrant) Date: November 30, 1999 By: /s/ Howard W. Schwan ----------------------------- Howard W. Schwan, President EX-99 2 NEWS RELEASE NEWS RELEASE For Immediate Release For Further Information Contact: Stephen M. Merrick Alan R. Refkin Executive Vice President Thornhill Capital LLC CTI Industries Corporation (217) 546-2968 (847) 382-1000 CTI INDUSTRIES CORPORATION ANNOUNCES ACQUISITION OF --------------------------------------------------- MAJORITY INTEREST IN PTF INDUSTRIAS ----------------------------------- BARRINGTON, ILLINOIS, November 16, 1999 -- CTI Industries Corporation (NASDAQ Small Cap-CTIBD), an international manufacturer and marketer of mylar and latex balloons and specialty, laminated and printed films, today announced that it has acquired additional shares of capital stock of PTF Industrias, S.A. de C.V., Guadalajara, Mexico, a manufacturer of latex balloons, and now owns approximately 72% of the outstanding capital stock of PTF. The transaction was concluded through an agreement with a principal shareholder of PTF and by approval of the PTF shareholders at a shareholder meeting held on November 12, 1999. In the transaction, the company contributed to the capital of PTF certain outstanding indebtedness of PTF to the company in the amount of approximately $975,000 and certain equipment valued in total at approximately $745,000 in exchange for capital stock of PTF. In addition, the company has agreed to purchase shares of stock from some PTF shareholders and has the right to acquire substantially all of the remaining outstanding stock of PTF from another shareholder. At the shareholders' meeting, PTF's name was changed to CTI Mexico S.A. de C.V. Howard Schwan, President of the company, stated: "We believe the transaction will be very beneficial to our company, enabling us to consolidate and coordinate all of our operations." "PTF's financial results will now be consolidated with ours" he said, "better reflecting our overall sales and results and our margins." "Moreover, the transaction comes at a particularly good time as PTF and CTI have just concluded an arrangement to supply latex balloons to a major US retail chain" CTI Industries Corporation, based in suburban Chicago, manufactures and distributes mylar balloons and latex balloons throughout the United States and in over 30 other countries, and manufactures printed, specialty and laminated films for packaging and other commercial uses. CTI's common stock is traded on the NASDAQ Small Cap Market under the symbol CTIBD. This press release may contain forward-looking statements within the meaning of Section 17A of the Securities Act and Section 21E of the Securities Exchange Act. Actual results could differ materially from those projected in the forward-looking statements, which involve a number of risks and uncertainties, including (i) the risks of generating and maintaining sales in a highly competitive market, (ii) the ability of the Company to enter into or maintain contracts or relationships with customers, distributors, licensors and suppliers, (iii) manufacturing risks, as well as other risks and uncertainties reported by the Company in its SEC filings, and such statements should also be considered in conjunction with cautionary statements contained in the Company's most recent filing with the Securities and Exchange Commission on Form 10-KSB.