-----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, QZgtkMBVLGH86Ns/SoKhrD92rTYEQOrzw+PYjjaBONmE/c49SsHHtfmkbAyqaf0P gfekt+2Mu3kHlMgrsDMRCg== 0001279715-07-000026.txt : 20070404 0001279715-07-000026.hdr.sgml : 20070404 20070404160657 ACCESSION NUMBER: 0001279715-07-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070404 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070404 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: 07748891 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE. STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10640 8-K 1 np8k4407.txt NATIONAL PATENT FORM 8-K RE FIVE STAR PRODUCTS EARNINGS RELEASE 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) April 4, 2007 ------------- NATIONAL PATENT DEVELOPMENT CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 333-118568 13-4005439 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification Number) 777 Westchester Avenue, White Plains, New York 10604 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (914) 249-9700 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: 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 2.02 Results of Operations of Financial Condition. On April 4, 2007, Five Star Products, Inc., a majority owned subsidiary of National Patent Development Corporation, issued a press release reporting earnings and other financial results for its fourth quarter and 12 months ended December 31, 2006 and the approval on April 3, 2007 by the U.S. Bankruptcy Court for the District of Massachusetts of Five Star's acquisition of substantially all the assets of Right-Way Distributor Warehouse, Inc. A copy of the press release is attached and is being furnished as Exhibit 99. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99 Press Release of Five Star Products, Inc., dated April 4, 2007 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: April 4, 2007 John Belknap Vice President EXHIBIT INDEX Exhibit No. Title 99 Press Release of Five Star Products, Inc. dated April 4, 2007 EX-99 2 ex99.txt FIVE STAR PRODUCTS EARNINGS RELEASE Exhibit 99 Five Star Products, Inc. Reports Record Sales for Fiscal Year; Operating Income Increases 76% to $2.1 million Court approves Five Star acquisition of Right-Way Dealer Warehouse, Inc. New York, NY, April 4, 2007 - Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB), a leading distributor of paint sundry and hardware products in the Northeast, today announced results for the fiscal year ended December 31, 2006. The Company reported net income for the year ended December 31, 2006 of $285,000 ($.02 per share basic and fully diluted), an improvement of $572,000 as compared to the net loss of $287,000 ($.02 loss per share basic and fully diluted) for the year ended December 31, 2005. Sales for the year ended December 31, 2006 were $108,088,000 compared to $106,451,000 for the year ended December 31, 2005. Operating income was $2,111,000 for the year ended December 31, 2006 compared to $1,200,000 for the year ended December 31, 2005, an increase of 76%. Leslie Flegel, Five Star Chairman, said, "Following on the heels of fiscal year 2006's improved results, 2007 also has gotten off to an excellent start. If the momentum continues, we should be on our way to another much improved year." Five Star also announced that the U.S. Bankruptcy Court for the District of Massachusetts on April 3, 2007 approved the sale to Five Star of substantially all of the assets and the assumption of certain of the liabilities of Right-Way Dealer Warehouse, Inc. Five Star first disclosed the transaction in a press release dated March 14, 2007. The closing of the transaction is scheduled to occur later this week and is subject to certain conditions. No assurance can be given, nor is any provided, that the transaction will close or will close as scheduled. About Five Star Products, Inc. Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB) is engaged in the wholesale distribution of home decorating, hardware, paint and finishing products in twelve states with emphasis in the greater New York market. The company distributes products to approximately 3,000 independent retail dealers, which include lumber yards, do-it yourself centers, independent hardware stores, and paint stores. The company distributes a range of private label products sold under the "Five Star" name. Five Star operates two warehouse facilities, the primary one located in East Hanover, NJ and another in Newington, CT. Five Star is a majority owned subsidiary of National Patent Development Corporation (OTC Bulletin Board: NPDV.OB). About National Patent Development Corporation National Patent Development Corporation owns approximately 64% of Five Star Products. In addition, it owns approximately 14% of Valera Pharmaceuticals, Inc. (NASDAQ: VLRX - News). In December, 2006, Valera entered into a merger agreement with Indevus Pharmaceuticals, Inc. (NASDAQ: IDEV - News) which is expected to be completed on or around April 30, 2007. National Patent also owns and operates an optical plastics business through its wholly owned subsidiary, MXL Industries, Inc., and owns certain real estate. Safe Harbor Statement The forward-looking statements contained herein reflect the current views of the respective managements of Five Star Products, Inc. and National Patent Development Corporation with respect to future events and financial performance. These forward-looking statements are subject to certain risks, uncertainties, assumptions and changes in condition that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of either Five Star Products or National Patent, including, but not limited to the risks, uncertainties, assumptions and changes in condition detailed in Five Star Products' and National Patents' respective periodic reports and registration statements filed with the Securities and Exchange Commission. There can be no assurance that the acquisition of Right-Way will be consummated or, if consummated, that it will be on the terms and conditions disclosed. Contact: Five Star Products, Inc. John Belknap, 914.249.9729 -----END PRIVACY-ENHANCED MESSAGE-----