-----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, P6UM8gMY+2HiWdVXcyd1q8SC5cYoTpd1Ez3byFuWYJAtoLWyEBTAYV27i1wGZgPX xWzb6DA1LymQvt1t0eVN/g== 0001193125-07-033063.txt : 20070215 0001193125-07-033063.hdr.sgml : 20070215 20070215162330 ACCESSION NUMBER: 0001193125-07-033063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070212 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTION PRODUCTS INTERNATIONAL INC CENTRAL INDEX KEY: 0000747435 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 592095427 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13118 FILM NUMBER: 07627755 BUSINESS ADDRESS: STREET 1: 1101 NORTH KELLER RD CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4074818007 MAIL ADDRESS: STREET 1: 1101 NORTH KELLER RD CITY: ORLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: ACTION PACKETS INC DATE OF NAME CHANGE: 19880818 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): February 12, 2007

 


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))

 



Item 2.02 Results of Operations and Financial Condition

On February 12, 2007, we issued a press release estimating our revenues for the twelve months ended December 31, 2006 at $7.5 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this report, including the related information in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained in Item 2.02 herein and the related information in the accompanying exhibit 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

(c)    (1)    Names and Positions of New Officers. On February 12, 2007, Richard S. Malagodi was appointed as our President and Chief Operating Officer. Mr. Malagodi has been serving in a consulting capacity assisting us in our sales, marketing and operations since October 2006.
   (2)    Additional Information.
      Business Experience: Mr. Malagodi co-founded Opus Venture Group, LLC, a boutique venture that identifies, funds, and promotes products with brand potential for electronic retailers, such as QVC and HSN. From 2003 to 2006, he served as co-managing partner at Opus Venture Group. In 2003, he served as President of The Investor’s Studio/Big Idea Group. From 1999 to 2003, as part of a venture-backed turnaround, he served as president and chief executive officer in the revitalization of Kid Galaxy, Inc., a developer and marketer of toys. He co-founded International Golf Footwear, Ltd. where he served as Chief Executive officer from 1988 to 1999. He earned his B.S. in Mechanical Engineering from Northeastern University, Boston, Massachusetts.
      Other Directorships: None.
      Family Relationships: None.
      Related Transactions: None.
   (3)    Material Terms of Employment Agreements. It has not been determined as of the time of filing this Form 8-K of the material terms of any employment agreement between our company and Mr. Malagodi. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, we undertake to file an amendment to this Form 8-K with such information when such information is determined.
      While Mr. Malagodi was serving in a consulting capacity he was paid for such consulting services. We have paid him an aggregate compensation of $34,600, which includes reimbursement of one-half of his travel expenses and reimbursement of other expenses.


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired: None

(b) Pro Forma Financial Information: None

(c) Exhibits:

 

Exhibit No.   

Description

99.1    Press release, dated February 12, 2007, issued by Action Products International, Inc.


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/ RICHARD S. MALAGODI

 

Richard S. Malagodi

President and Chief Operating Officer

Date: February 15, 2007

EX-99.1 2 dex991.htm PRESS RELEASE Press release

Exhibit 99.1

Action Products International Names New President

Turnaround Specialist to Head Operations as Company Enters 30th Year

ORLANDO, FL—(MARKET WIRE)—Feb 12, 2007 — Action Products International Inc. (NasdaqCM: APII - News), a leading designer and manufacturer of educational and positive, non-violent branded consumer products, is pleased to announce the appointment of Richard “Rick” Malagodi, president and chief operating officer.

“I am committed to lead Action Products’ business to profitability, and growth,” said Malagodi. “Action Products has great brands and we are building an exceptional team. We have a plan to strengthen our core brands, improve product offerings, diversify our distribution within specialty retail categories, escalate retailer and consumer awareness of our brands, and grow distribution internationally. In addition, we will also consider growth through synergistic acquisitions.”

Malagodi is formally co-managing partner at Opus Venture Group, LLC, 2003 to 2006; president and chief executive officer of Kid Galaxy, Inc., 1999 to 2003; and co-founder and chief executive officer of International Golf Footwear, Ltd. from 1988 to 1999. He is a graduate of Northeastern University.

“Rick Malagodi is an experienced turnaround executive,” said the company’s chairman Ronald S. Kaplan. “His experience and accomplishments span four successful consumer product companies where he served in top management capacities. Those companies all had a diverse specialty-retail base in several distribution channels including leisure products and toys. Rick has been working on our company’s turnaround strategy for several months, and we are pleased to officially welcome him as president. I have the utmost confidence in Rick and his ability to develop a strong and successful team to return our toy and craft business to a record of internal growth and profitability, and to enhance value for Action’s consumers, retail partners, and shareholders.”

The Company previously told shareholders it expected 2006 revenue to be down in the second-half of the year at approximately the same comparison rate as was reported in the first two quarters. The Company’s current 2006 year-end revenue estimate is $7.5M, in line with the earlier statements.

About Action Products International Inc.

Action Products International Inc. (APII), based in Orlando, Fla., is a consumer products manufacturer, emphasizing branded educational and non-violent leisure products. Action Products consumer brands span activities, arts, crafts, juvenile products and toy categories. Its products are marketed and sold to retailers and consumers.

Visit the Company’s Web sites at www.apii.com and www.curiositykits.com.

Forward-Looking Statements: Any statements that are not historical facts contained in this release are forward-looking statements. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions, and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.


Contact:

Contact:

Wendy Jo Moyer

Action Products International, Inc.

(407) 660-7221

Email Contact

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