8-K 1 d8k.htm FORM 8-K Form 8-K

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 5, 2005

 


 

Action Products International, Inc.

(Exact name of registrant as specified in its charter)

 


 

Florida   001-13118   59-2095427
(State of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

1101 N. Keller Road, Suite E

Orlando, Florida 32810

(Address of principal executive office, including zip code)

 

(407) 481-8007

(Telephone number, including area code)

 


 

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))

 



Section 5 Corporate Governance and Management

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Resignation of Director: Announcing our Board of Directors has accepted the resignation of (non-independent) Director Judith H. Kaplan ensuring compliance with new NASD rules for board independence. The resignation is effective at 5:00 PM (EST) on August 5, 2005. Ms. Kaplan is pursuing personal endeavors including her work on the board of the National Women’s History Museum in Washington, DC. The Board thanks Ms. Kaplan, the Company’s Founder, and Chair Emeritus, for her dedication and stewardship. Three independent directors and two non-independent directors remain on the Board.

 

The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired: None

 

(b) Pro Forma Financial Information: None

 

(c) Exhibits: none


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

ACTION PRODUCTS INTERNATIONAL, INC.

By:

 

/s/ JOHN R. OLIVER


   

John R. Oliver

Chief Financial Officer

   

Date: August 8, 2005