-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNrBr/bn6smv33kJWJZ1EP8UXaLDu7CzTImCSwmFUWzGokmjNWHGM1BNDdbj0kdl ekb3fF1YnHLs1jtKhjgk3Q== 0001214659-08-001984.txt : 20080828 0001214659-08-001984.hdr.sgml : 20080828 20080828165724 ACCESSION NUMBER: 0001214659-08-001984 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080828 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080828 DATE AS OF CHANGE: 20080828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PATENT DEVELOPMENT CORP CENTRAL INDEX KEY: 0001279715 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 134005439 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50587 FILM NUMBER: 081046062 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE. STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10640 8-K 1 f826808k.htm f826808k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2008

NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

000-50587
13-4005439
(Commission File Number)
(IRS Employer Identification No.)
   
   
10 East 40th Street, Suite 3110, New York, NY
10016
(Address of Principal Executive Offices)
(Zip Code)

(646) 742−1600
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 40.13e-4(c))
 



 
Item 8.01            Other Events.
 
On August 28, 2008, National Patent Development Corporation issued a press release announcing the merger of its wholly-owned subsidiary, NPDV Acquisition Corp., with and into Five Star Products, Inc., with Five Star continuing as the surviving corporation.  As a result of the merger, the separate corporate existence of NPDV Acquisition Corp. has terminated and Five Star has become a wholly-owned subsidiary of National Patent.  A copy of the press release is set forth as Exhibit 99 hereto.
 
Item 9.01.           Financial Statements and Exhibits.
 
(d)           Exhibits

Exhibit No.
Title
   
99
Press release of National Patent Development Corporation, dated August 28, 2008
 
 
 

 
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.
 
 
NATIONAL PATENT DEVELOPMENT
CORPORATION
     
     
Date:  August 28, 2008
By:
/s/ IRA J. SOBOTKO
   
Name:
Ira J. Sobotko
   
Title:
Vice President & Chief Financial Officer


 
 

 
EXHIBIT INDEX
 

Exhibit No.
Title
   
99
Press release of National Patent Development Corporation, dated August 28, 2008


 
 
 

 
 



EX-99 2 ex99.htm PRESS RELEASE DATED AUGUST 28, 2008 ex99.htm
National Patent Development Corporation
Announces Completion of Five Star Products Merger

NEW YORK, NY (August 28, 2008)— National Patent Development Corporation (OTC Bulletin Board: NPDV.OB) today announced that, on August 28, 2008, its wholly owned subsidiary, NPDV Acquisition Corp.,  merged with and into Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB), with Five Star continuing as the surviving corporation.  As a result of the merger, the separate corporate existence of NPDV Acquisition Corp. has terminated and Five Star is now a wholly-owned subsidiary of National Patent.   The merger was effected pursuant Section 253(d) of the General Corporation Law of the State of Delaware.

Since, as a result of the merger, Five Star has only one stockholder, it is now below the 300 stockholder threshold making it eligible to terminate the registration of its shares of common stock under the Securities Exchange Act of 1934, as amended.  Five Star intends to file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission to terminate the registration of its common stock under the Exchange Act.  Five Star will no longer be required to file annual, quarterly and other periodic reports with the Securities and Exchange Commission, and will no longer be subject to the proxy rules under the Exchange Act.

Pursuant to the terms of the merger, each share of Five Star common stock outstanding immediately prior to the effective time of the merger (other than shares held by Five Star, National Patent or NPDV Acquisition Corp., or their subsidiaries, all of which were cancelled and retired and cease to exist, and other than shares held by stockholders who exercise and perfect appraisal rights under the Delaware General Corporation Law), now represents only the right to receive $0.40 per share, net to the holder in cash, without interest thereon and less any required withholding taxes upon presentation of appropriate documentation by the holder of such shares to the Exchange Agent, Computershare Trust Company, N.A. at Attn: Corporate Actions, 250 Royall Street, Canton, MA 02021, Customer Service: (800) 546-5141.  Within the next few days, the Exchange Agent will mail to stockholders the materials to be used to exchange certificates formerly representing shares of Five Star common stock for such payment and will accept, on behalf of Five Star, the surrender of such stock certificates.

* * * *
 
About National Patent Development Corporation
 
National Patent Development Corporation, a Delaware corporation, owns and operates a home improvement distribution business through Five Star, and also owns certain other assets, including real estate.
 
About Five Star
 
Five Star Products, Inc., a Delaware corporation, is engaged in the wholesale distribution of paint sundry and hardware products in the Northeast and Middle-Atlantic states with particular strength in the greater New York metropolitan area. Five Star Products, Inc. distributes products to approximately 3,000 independent retail dealers, which include paint stores, independent hardware stores, lumber yards, and do-it-yourself centers. Five Star Products, Inc. distributes a range of private label products sold under the “Five Star” name.  Five Star Products, Inc. operates two distribution centers, the primary one located in East Hanover, NJ and another in Newington, CT.
 
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Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995, which involve significant risks and uncertainties.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  Investors and security holders are cautioned not to place undue reliance on these forward-looking statements.  Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties.  Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the filing of the Form 15 with the Securities and Exchange Commission and the acceptance of such filing by the Commission; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in the tender offer documents previously filed by National Patent with the Securities and Exchange Commission and the Solicitation/Recommendation Statement previously filed by Five Star.  National Patent and Five Star undertake no obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

Contact:
National Patent Development Corporation
John Belknap, 646-742-1627

 
 
 
 
 
 
 
 
 
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