APPLEWOODS INC
8-K, 1999-05-28
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       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) MAY 18, 1999
                                                          ------------

                                APPLEWOODS, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        DELAWARE                    0-27850                  13-3859709
        --------                    -------                  ----------
     (STATE OR OTHER              (COMMISSION               (IRS EMPLOYER
     JURISDICTION OF              FILE NUMBER)            IDENTIFICATION NO.)
       FORMATION)



     15 WEST 26TH STREET, NEW YORK, NEW YORK                        10010
     ---------------------------------------                        -----
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 679-8515
                                                   --------------


- --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)
- --------------------------------------------------------------------------------

<PAGE>

ITEM 5.  OTHER EVENTS.

         Applewoods,  Inc., a Delaware  corporation (the  "Registrant"),  is the
holding company of its wholly owned subsidiary Applewoods  International Limited
("AIL"),  an  English  corporation.  Applewoods,  Inc.  has no  other  operating
subsidiaries, nor any other significant assets.

         On May 6, 1999,  Mr. Ian E.  Walker and Mr.  Keith R.  Morgan,  both of
Pannell  Kerr  Forster,  Chartered  Accountants,  were  appointed  as the  joint
administrative  receivers of the assets,  property,  and  undertaking of AIL, in
accordance  with  Section  46(1)(b) of the  Insolvency  Act 1986  written  under
English law. The appointment was made under the powers  contained in a debenture
in favor of Mr. Roger M. Buoy,  Chairman and Chief  Executive of the  Registrant
and AIL.

         It is the duty and prime  purpose  of the  receivers  to dispose of the
property of AIL and to pay the  proceeds  therefrom to the  debenture  holder in
discharge  of the secured  debt,  subject to certain  classes of  "preferential"
claims.  While the receivers examine the financial position and prospects of the
business, AIL continues to trade under their supervision.

         It is anticipated  that,  following the  disposition of the business of
AIL,  the  Registrant  will have minimal  assets,  if any, and will not hold any
interest in an operating entity.

         (a)      Exhibits.

                  Appointment letter dated May 6, 1999, of joint  administrative
receivers by Roger M. Buoy.

<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  authorized  and caused the  undersigned  to sign this
Report on the Registrant's behalf.


                                   APPLEWOODS, INC.




                                   /s/ DAVID H. KNIGHT
                                   ---------------------------------------------
                                       David H. Knight
                                       Company Secretary


Dated:  May 28, 1998



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