-----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, W0ytRK9U4LCVIxZP6Wf+QfgjlGGFRVBECCLrFO/y1jfcQOIoH4jA8bj4F41AqrhJ YMUsl/7qTU40umX7SAV+pg== 0000814457-97-000006.txt : 19970222 0000814457-97-000006.hdr.sgml : 19970222 ACCESSION NUMBER: 0000814457-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970218 ITEM INFORMATION: Other events FILED AS OF DATE: 19970218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELFIX INC CENTRAL INDEX KEY: 0000814457 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 362490451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17237 FILM NUMBER: 97537446 BUSINESS ADDRESS: STREET 1: 4501 WEST 47TH ST CITY: CHICAGO STATE: IL ZIP: 60632 BUSINESS PHONE: 3128901010 MAIL ADDRESS: STREET 1: 4501 WEST 47TH STREET CITY: CHICAGO STATE: IL ZIP: 60632 8-K 1 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 18, 1997 HOME PRODUCTS INTERNATIONAL, INC. (formerly "SELFIX, INC.") (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0-17237 36-2490451 (Commission file number) (Selfix, Inc., I.R.S. Employer Identification No.) 4501 West 47th Street 60632 Chicago, Illinois (Zip Code) Address of principal executive offices) (773) 890-1010 (Registrant's telephone number, including area code) SELFIX, INC. (Former name, if changed since last report) ------------------------------------------------------------------- ITEM 5. OTHER EVENTS HOLDING COMPANY REORGANIZATION Effective as of 12:01 a.m. on February 18, 1997, Selfix, Inc. ("Selfix") adopted a holding company form of organizational structure. The new holding company structure is intended to provide a framework that allows for and can accommodate future growth from internal operations, acquisitions or joint ventures, broadens the alternatives available for future financing, and generally provides for greater administrative and operational flexibility. The holding company reorganization was effected pursuant to an Agreement and Plan of Merger among Selfix, Home Products International, Inc., a Delaware corporation ("Home Products"), and HPI Merger, Inc., a Delaware corporation and wholly owned subsidiary of Home Products ("Merger Sub"), which provides for, among other things, the merger (the "Merger") of Merger Sub with and into Selfix, with Selfix as the surviving corporation. Pursuant to Section 251(g) of the Delaware General Corporation Law, stockholder approval was not required for the Merger. By virtue of the Merger, Selfix became a wholly owned subsidiary of Home Products and each issued and outstanding share of common stock of Selfix was converted into and exchanged for one share of common stock, par value $.01 per share, of Home Products. As a result, each holder of Selfix common stock became the owner of the same number of shares of common stock of Home Products as the number of shares of Selfix common stock owned by such stockholder prior to the Merger. The conversion of shares of Selfix common stock into shares of common stock of Home Products was effected without the exchange of certificates. Accordingly, certificates formerly representing shares of common stock of Selfix are deemed to represent shares of common stock of Home Products. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS C. EXHIBITS Exhibit Number 99.1 Letter to Shareholders dated February 18,1997. 99.2 Press release dated February 18, 1997 regarding the reorganization. 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. Home Products International, Inc. Date: February 18, 1997 By /s/ JAMES R. TENNANT James R. Tennant Chairman of the Board EX-99.1 2 LETTER TO SHAREHOLDERS DATED FEBRUARY 18, 1997 EXHIBIT 99.1 February 18, 1997 Letter to Our Shareholders: Effective as of 12:01 a.m. on February 18, 1997, Selfix, Inc. ("Selfix") adopted a holding company form of organizational structure. The name of this new holding company is Home Products International, Inc. (Nasdaq: HPII). The new holding company structure is intended to provide a framework that allows for and can accommodate future growth from internal operations, acquisitions or joint ventures, broadens the alternatives available for future financing, and generally provides for greater administrative and operational flexibility. As a result, each holder of Selfix common stock became the owner of the same number of shares of common stock of Home Products International Inc. as the number shares of Selfix common stock owned by such stockholder prior to the Merger. The conversion of shares of Selfix common stock into shares of common stock of Home Products International, Inc. was effected without the exchange of certificates. Accordingly, certificates formerly representing shares of common stock of Selfix are deemed to represent shares of common stock of Home Products International, Inc. /s/ James Tennant ------------------------------ James Tennant Chairman and CEO EX-99.2 3 PRESS RELEASE DATED FEBRUARY 18, 1997 REGARDING THE REORGANIZATION EXHIBIT 99.2 SELFIX, INC. ANNOUNCES NEW HOLDING COMPANY, HOME PRODUCTS INTERNATIONAL, Inc. Stock Symbol Changes to HPII CHICAGO, February 18, 1997-Selfix, Inc. (Nasdaq:SLFX), a manufacturer and marketer of consumer home organization products, announced it changed its corporate structure. A newly formed holding company, Home Products International, Inc., replaces Selfix on Nasdaq. The change is effective with the opening of trading today. The new ticker symbol is HPII. Home Products International, Inc. is comprised of Selfix and Shutters, Inc., which has been a wholly owned subsidiary of Selfix since 1986. Tamor Corporation, a previously announced acquisition, will be added to the roster as a wholly owned subsidiary when the transaction is completed by the end of the month. Tamor is a leading supplier of home storage and organization products. In announcing the change, Chairman and Chief Executive Officer James Tennant noted, "There is tremendous opportunity for rapid growth through supplier consolidation in our fragmented industry, as retailers themselves continue to consolidate. In pursuing this consolidation strategy of growth through acquisition, it is logical that the parent company take on a more meaningful identity. Home Products International communicates very succinctly what we do: market consumer home products globally. "We are actively working to bring other acquisitions under the Home Products International umbrella," said Tennant. "We are seeking growth companies that offer similar compelling marketing and manufacturing synergies." Home Products International, Inc. is an international consumer products company specializing in the marketing of quality home organization products sold through discounters, hardware stores, home centers, drug chains, supermarkets and specialty stores. Through its subsidiaries, HPII offers more than 1,000 products including bath accessories, shower organizers, hooks and helpers, storage organizers and home improvement products. The statements in this release regarding the expected completion of the Tamor acquisition and its anticipated effect on Home Products International's sales are forward looking statements and actual results may differ materially from those anticipated for a number of reasons. There can be no assurance that the Tamor acquisition will be consummated or that, if consummated, there will not be unanticipated problems. In addition, Home Products International's future financial performance will depend on a number of factors beyond its control including increased competition, changes in demand for its products and fluctuations in the market. -----END PRIVACY-ENHANCED MESSAGE-----