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): September 22, 2005

HOME PRODUCTS INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-17237	36-4147027
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)

4501 West 47^th Street
Chicago, IL 60632

(Address of principal executive offices) (Zip Code)

(773) 890-1010

(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(b))

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 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On September 22, 2005, Home Products International, Inc. (the “Company”) and F. Randall Chambers, the Company’s former President of North American Sales, entered into Amendment No. 1 to Employment Agreement (the “Amendment”), amending Sections 4.02(c) and 4.02(d) of that certain Employment Agreement dated January 3, 2005, by and between the Company and Mr. Chambers, and previously filed on January 6, 2005 as Exhibit 10.1 to the Company’s Current Report on Form 8-K. Pursuant to the Amendment, Mr. Chambers shall receive severance payments equal to $195,000 in the aggregate, and is entitled to obtain continuation of medical insurance coverage for 18 months. The Amendment also terminated outstanding options held by Mr. Chambers.

     The foregoing summary is a description of certain terms of the Amendment and is qualified in its entirety by the text of the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired – Not Applicable
(b)	Pro Forma Financial Information – Not Applicable
(c)	Exhibits

Exhibit No.	Exhibit
10.1	Amendment No. 1 to Employment Agreement dated September 22, 2005, by and between Home Products International, Inc. and F. Randall Chambers.

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.

Date: September 28, 2005

HOME PRODUCTS INTERNATIONAL, INC.
(Registrant)

By:	/s/ Douglas Ramsdale
	Name:	Douglas Ramsdale
	Title:	Chief Executive Officer

INDEX OF EXHIBITS

Exhibit No.	Exhibit
10.1	Amendment No. 1 to Employment Agreement dated September 22, 2005, by and between Home Products International, Inc. and F. Randall Chambers.

EX-10.1

EXHIBIT 10.1

Amendment No. 1 to Employment Agreement dated September 22, 2005,
by and between Home Products International, Inc. and F. Randall Chambers.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) is made and entered into as of this 22d day of September, 2005, by and between Home Products International, Inc., a Delaware corporation (the “Company”), and F. Randall Chambers (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement dated January 3, 2005, by and between the Company and Executive (the “Employment Agreement”).

     WHEREAS, in connection with the termination of Executive’s employment with the Company pursuant to Section 4.02 of the Employment Agreement, the Executive and the Company desire to amend subsections (c) and (d) of said Section 4.02;

     NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto acknowledge and agree as follows:

     1. Sections 4.02(c) and 4.02(d) of the Employment Agreement are amended to read in their entirety as follows:

    “(c) upon execution and delivery by Executive of the form of Release attached hereto as Exhibit B, and the expiration of the seven-day revocation period provided in said Release, without revocation of said Release by Executive:

        (i) the Company shall pay to Executive a severance payment equal to $195,000 in the aggregate, payable over eighteen (18) months beginning on the Termination Date in regular installments in accordance with the Company’s general payroll practices for salaried employees; and

        (ii) if Executive elects COBRA continuation coverage, the Company shall maintain for Executive and his eligible family members, until the earlier of (A) the eighteen (18) month anniversary of the Termination Date or (B) such time as Executive shall obtain employment or other engagement offering comparable or better medical insurance coverage, medical insurance coverage that is the same as or comparable to the coverage to which he was entitled immediately preceding the Termination Date, at a cost to Executive no greater than the normal active employee premiums at such time;

    (d) notwithstanding anything to the contrary in the Stock Option Plan, all vested and unvested options granted to Executive under the Stock Option Plan will automatically be cancelled without any payment or other notice to Executive, and Executive shall have no interest of any kind in respect of the capital stock of the Company;”

     2. Miscellaneous. The provision of “Part Six – Miscellaneous” of the Employment Agreement are incorporated herein by reference thereto as applicable hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1 to be duly executed as of the date first hereinabove written.

HOME PRODUCTS INTERNATIONAL, INC.
By:	/s/ Douglas S. Ramsdale
	Douglas S. Ramsdale
	Chief Executive Officer
EXECUTIVE:
/s/ F. Randall Chambers
F. Randall Chambers