-----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, DBHV44CUjuF3AxglsxRvht8cmOG2iN4Ws+WyVIidQ+13YaGQn3rHXySP3H1i1zvK Yb5e2NhRKEAMIoPYoMchsg== 0001279715-06-000006.txt : 20060509 0001279715-06-000006.hdr.sgml : 20060509 20060509162733 ACCESSION NUMBER: 0001279715-06-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIVE STAR PRODUCTS INC CENTRAL INDEX KEY: 0000922408 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 133729186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60527 FILM NUMBER: 06821351 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: (914) 249-9700 MAIL ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10604 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE. STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10640 SC 13D/A 1 npd13da1.txt FIVE STAR PRODUCTS SCHEDULE 13D/A CUSIP No. 33831M107 Page 1 of 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Five Star Products, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 33831M107 (CUSIP Number) Andrea D. Kantor, Esq. National Patent Development Corporation 777 Westchester Avenue White Plains, New York 10604 (914) 249-9700 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 2006 ----------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) CUSIP No. 33831M107 Page 2 of 5 Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of Five Star Products, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 777 Westchester Avenue, Fourth Floor, White Plains, New York 10604. This Statement constitutes Amendment No. 1 to a Schedule 13D, dated December 3, 2004 (the "Schedule 13D"), filed by National Patent Development Corporation, a Delaware corporation ("NPDC" or the "Filing Person"), with respect to the Common Stock. Except as amended by this Amendment No. 1, the statements in the Schedule 13D remain unchanged. Item 2. Identity and Background The information regarding directors and executive officers of NPDC set forth in Schedule I to Schedule 13D is hereby amended to read as set forth in the attached Schedule I. Item 4. Purpose of Transaction Item 4 of Schedule 13D is hereby amended to read as follows: The Filing Person does not have any plans or proposals of the nature described in Items (a) through (j) of Item 4 of Schedule 13D, except that on May 9, 2006, the Filing Person and the Company entered into a non-binding letter of intent with FLJ Partners, LLC ("FLJ") to enter into a series of transactions that, if consummated, would result in sale to FLJ of all of shares of Common Stock owned by the Filing Person and the Company becoming a wholly owned subsidiary of FLJ. A copy of the letter of intent is attached hereto as Exhibit 1 and is incorporated by reference herein. A copy of a press release issued by the Filing Person on May 9, 2006 is attached hereto as Exhibit 2 and is incorporated by reference herein. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect ---------------------------------------------------------------------- to Securities of the Issuer --------------------------- Item 6 of Schedule 13D is hereby amended to read as follows: Reference is made to the response to Item 4. Item 7. Material to be Filed as Exhibits Item 7 of Schedule 13D is hereby amended to read as follows: Exhibit 1. Letter of Intent, dated May 5, 2006 and accepted May 9, 2006, among the Filing Person, the Company, and FLJ. Exhibit 2. Press release issued by the Filing Person on May 9, 2006. 2 CUSIP No. 33831M107 Page 3 of 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 9, 2006 NATIONAL PATENT DEVELOPMENT CORPORATION Jerome I. Feldman Chief Executive Officer 3 CUSIP No. 33831M107 Page 4 of 5 Information with Respect to Executive Officers and Directors of NPDC Schedule I to Schedule 13D The following sets forth as to each of the executive officers and directors of NPDC: his or her name, his or her business address, his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each officer is National Patent Development Corporation, the business address of which is 777 Westchester Avenue, White Plains, New York 10604, and each individual identified below is a citizen of the United States. To the knowledge of the Filing Persons, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. No of Shares of Common Stock Name Occupation Beneficial Held - ----------------------- --------------------------- ---------------- Directors: Jerome I. Feldman Chairman of the 150,000(1) Executive Committee GP Strategies Corporation 777 Westchester Avenue White Plains, New York 10604 Scott N. Greenberg Chief Executive Officer 150,000(2) GP Strategies Corporation 777 Westchester Avenue White Plains, New York 10604 Harvey P. Eisen Chairman and Managing Member -0- Bedford Oak Management, LLC (asset management company) 100 South Bedford Road Mount Kisco, NY 10549 Roald Hoffmann Professor of Chemistry -0- Cornell University Department of Chemistry Ithaca, NY 14853 4 CUSIP No. 33831M107 Page 5 of 5 Ellen Havdala Managing Director -0- Equity Group Investments, L.L.C. (investment company) Two North Riverside Plaza Chicago, IL 60606 Thomas C. Kinnear Professor of Marketing -0- University of Michigan Business School 701 Tappan Street Room 4202 Ann Arbor, MI 48109 Talton R. Embry Chairman -0- Magten Asset Management Corp. (asset management company) 410 Park Avenue 14th Floor New York, NY 10022 Officers: Jerome I. Feldman Chairman of the Board and See above Chief Executive Officer Scott N. Greenberg Chief Financial Officer See above Andrea D. Kantor Vice President and General Counsel -0- Charles Dawson President 150,000(3) - ------------------ (1) Consists of 150,000 shares of Common Stock issuable upon exercise of currently exercisable stock options held by Mr. Feldman. (2) Consists of 150,000 shares of Common Stock issuable upon exercise of currently exercisable stock options held by Mr. Greenberg. (3) Consists of 150,000 shares of Common Stock issuable upon exercise of currently exercisable stock options held by Mr. Dawson. 5 EX-1 2 ex1.txt LETTER OF INTENT AMONG NATIONAL PATENT, FIVE STAR AND FLJ FLJ Partners, LLC c/o James A. Weil 50 Holt Drive Stony Point, NY 10980 May 5, 2006 Mr. Jerome I. Feldman Chairman of the Board National Patent Development Corporation Five Star Products, Inc. 777 Westchester Avenue White Plains, NY 10604 Dear Jerry: We are pleased to submit the following proposal to purchase all of the issued and outstanding stock of Five Star Products, Inc. ("Five Star"). We understand that National Patent Development Corporation ("NPD") owns 64% of the outstanding shares of Five Star. To effectuate the purchase, we will create a newly formed entity ("Newco"), which will enter into a merger agreement with Five Star and a stock purchase agreement with NPD. Those agreements will provide that Newco will commence a tender offer for all of Five Star's outstanding shares and that NPD will, at Newco's option, either tender its shares or sell them to Newco. Thereafter, we will consummate a merger providing any non-tendering holders of Five Star shares with the same consideration as those who tendered. Our group consists of highly experienced business people with the financial resources to consummate the contemplated transaction without a financing contingency. The principal terms of the transaction are as follows. 1. Transaction Value. We propose a purchase price per share for all of Five Star's fully diluted outstanding shares based upon a valuation of $2,950,000 for the shares owned by NPD. In addition, we would cause Five Star to repay its $2.8 million note to NPD, together with all accrued interest, upon consummation of the merger. 2. No Financing Contingency. We are prepared to commit to pay 100% of the purchase price without the benefit of a contingency for debt financing. 3. Activities prior to Closing. Given our significant experience in the paint industry and with transactions of this nature, we are highly confident that we can conduct the necessary and customary due diligence and to enter into definitive agreements on or before May 31, 2006. Prior to closing, we would anticipate completion of the following activities: (i) meeting with the current management of Five Star; (ii) having the pertinent financial data; (iii) engaging our legal counsel to complete their confirmatory legal due diligence; (iv) receipt of all necessary material governmental and third party approvals required to consummate the transaction; and (v) conducting an analysis of merchandise sourcing. Our obligation to consummate the transaction is contingent on the satisfactory completion of the above items, the negotiation and execution of mutually satisfactory definitive purchase agreements and the absence of any material adverse changes in Five Star's financial condition, operations or prospects. 4. Purchase Agreement and Closing. The parties shall work in good faith to complete the definitive purchase agreements and related tender offer documents and information statement no later than May 31, 2006. The Merger Agreement shall contain such representations and warranties from Five Star as are customary in a transaction of this nature. The Stock Purchase Agreement will contain representations and warranties from NPD only as to its ownership, title and authority to sell, and if the Five Star shares owned by NPD are not purchased in the tender offer, our obligation to purchase such shares pursuant to the Purchase Agreement will only be subject to the accuracy of such representations and warranties. Upon execution of the Agreements, we will deposit the sum of $1,000,000 in escrow, which will serve as liquidated damages in the event that we do not close in violation of any of the Agreements. At our option, upon consummation of the merger, all agreements between Five Star and NPD (and its affiliates) will be terminated without cost to Five Star. 5. Necessary Approvals. As a privately held investment partnership, we do not require any corporate or shareholder approvals or other extraordinary conditions to consummate the transaction. 6. Fees and Expenses. Each of NPD, Five Star and FLJ Partners, LLC will pay its own fees and expenses (including the fees and expenses of legal counsel, investment bankers, brokers, or other representatives or consultants) in connection with the transaction. 7. Access to Information. During the period (the "Exclusivity Period") beginning upon the mutual execution of this letter and ending on the earliest of (a) May 31, 2006, (b) such date on which we are neither actively conducting due diligence with respect to Five Star nor negotiating the definitive purchase agreements, and (c) such date on which we indicate that we are no longer willing to consummate the proposed transaction on the terms set forth herein, Five Star will 2 afford to us and our representatives, consultants, agents, lenders and investors full and complete access to the properties, business, personnel (including outside accountants and lawyers), and financial, legal, accounting, tax, and other data and information relating to Five Star as may be reasonably requested by any of them for purposes of evaluating the transaction contemplated hereby, subject to reasonable confidentiality measures to be mutually agreed. 8. Exclusivity. During the Exclusivity Period, each of NPD and Five Star agrees on behalf of itself and ------------ its officers, directors and affiliates, that neither it nor they nor any of its or their respective representatives, directors, officers, agents, or affiliates will discuss or pursue a possible sale, recapitalization, or other disposition of Five Star, any securities of Five Star (other than pursuant to employee benefit plans), or a substantial portion of the assets of Five Star (other than in the ordinary course of business) with any other party or provide any information to any other party in connection therewith. NPD represents that neither it nor any of its affiliates will, by pursuing the transactions contemplated hereby, violate the terms of any other agreement or obligation to which it or any such affiliate is subject, and will immediately inform us of and provide us with information regarding any offers or expressions of interest for Five Star received by it during the Exclusivity Period. 9. Key Contacts. James Weil (845) 786-5000 and Gary Rones (631) 756-0120 are available to respond to any questions you might have regarding our proposal. 10. Expiration of Offer. The proposal described in this letter will expire at 5:00 PM EST on May 9, 2006, unless accepted in writing by NPD and Five Star at or prior to such time. Please understand that this letter agreement is submitted for your review and consideration. Upon your acceptance of this letter agreement, as indicated by your signature hereon, this letter agreement will not constitute a firm proposal, and consequently, will not be legally binding on any party hereto, except for sections 6, 7, 8, 10, and 11, which will be legally binding on each of the parties hereto. 11. Confidentiality. We acknowledge that the Confidentiality Agreement previously executed between us and Five Star remains in full force and effect. Unless mutually agreed to in writing or required by law, we will not make any disclosure to any third party (other than our officers, directors, employees, agents, potential financing sources and other representatives who have a need to know such information in furtherance of the transactions contemplated hereby) of the status of negotiations with respect to the transactions contemplated hereby. We understand that NPD and Five Star intend to make public disclosure of the transactions contemplated hereby. 3 We thank you for the opportunity to present this proposal. We are enthusiastic about this opportunity and are prepared to dedicate the necessary resources to quickly complete the proposed transaction. Should you have any questions please do not hesitate to give me a call. If you are in agreement with the terms set forth above and desire to proceed with the transaction on this basis, please sign in the space provided below and return an executed copy to us. Very truly yours, FLJ PARTNERS, LLC By:_____________________ Name: James Weil ACCEPTED AND AGREED: NATIONAL PATENT DEVELOPMENT CORPORATION Signature: ___________________ Name: _______________________ Title:_________________________ Date:_________________________ FIVE STAR PRODUCTS, INC. Signature: ___________________ Name: _______________________ Title:_________________________ 4 EX-2 3 ex2.txt PRESS RELEASE ISSUED BY NATIONAL PATENT FOR IMMEDIATE RELEASE Contact: Jerome I. Feldman Chairman and Chief Executive Officer 914-249-9750 News Release NATIONAL PATENT DEVELOPMENT ANNOUNCES NON-BINDING LETTER OF INTENT TO SELL FIVE STAR SHARES NEW YORK - May 9, 2006 -- National Patent Development Corporation (NPDV.OB), a holding company with interests in optical plastics, paint and hardware distribution, and pharmaceuticals, today announced that it and Five Star Products, Inc. (FSPX.OB) had signed a non-binding letter of intent with FLJ Partners, LLC providing for the sale by the Company to FPL of its approximately 64% interest in Five Star for $2,950,000, or approximately $.3230 per share. The Company and Five Star have agreed to negotiate exclusively with FLJ with respect to Five Star until May 31, 2006. The letter of intent, which is subject to a number of conditions including, without limitation, due diligence by FLJ, the negotiation and execution of definitive agreements, and possible third party consents, contemplates that (i) FLJ will create a newly formed entity ("Newco"), which will enter into a merger agreement with Five Star and a stock purchase agreement with the Company, (ii) Newco will commence a tender offer for all of Five Star's outstanding shares, at the same $.3230 price per share that it will pay for the Company's Five Star stock, (iii) after the expiration of the tender offer, FLJ will consummate a merger providing any non-tendering holders of Five Star shares with the same consideration as those who tendered, and (iv) upon consummation of the merger, FLJ would cause Five Star to repay its $2.8 million note to the Company, together with all accrued interest. FLJ has indicated that it intends to attempt to enter into acceptable arrangements to retain Five Star's current management. There can be no assurances that the proposed transactions will be consummated, either on the terms set forth in the letter of intent or at all. The forward-looking statements contained herein reflect National Patent Development's management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties 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 National Patent Development, including, but not limited to the risks and uncertainties detailed in National Patent Development's periodic reports and registration statements filed with the Securities and Exchange Commission. # # # # -----END PRIVACY-ENHANCED MESSAGE-----