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
Commission File Number: 1-14478
Date of Report (Date of earliest event reported) September 29, 1997
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Room Plus, Inc.
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(Exact name of registrant as specified in its charter)
New York 11-2622051
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
91 Michigan Avenue, Paterson, New Jersey 07503
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 523-4600
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
On September 29, 1997, Room Plus, Inc. (the "Company") named
a new Chief Financial Officer, Jay H. Goldberg, to succeed William
V. Halpern.
On October 22, 1997, the Company issued a press release announcing it
had agreed in principle to acquire The Baby's Room, Inc. and Baby's Room USA,
subject to the completion of a business review of the company and execution of
definitive agreements. A copy of the press release is attached hereto as Exhibit
A.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Not Applicable.
Item 8. Change in Fiscal Year
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
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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.
Dated: October 24, 1997 Room Plus, Inc.
By: /s/ Jay H. Goldberg
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Jay H. Goldberg
Chief Financial Officer
EXHIBIT A
PRESS RELEASE
[Letterhead of Barry Kaplan Associates]
ROOM PLUS, INC. TO ACQUIRE THE BABY'S ROOM, INC./BABY'S ROOM
USA, THE COUNTRY'S LARGEST CHAIN OF BABY FURNITURE STORES
PATERSON, NJ, October 22, 1997 - ROOM PLUS, INC. (NASDAQ: PLUS) today announced
that it has agreed in principle to acquire The Baby's Room, Inc. and Baby's Room
USA, the largest retail chain specializing in baby furniture and one of
America's 100 largest furniture chains, for $6,650,000 in cash and stock.
The Baby's Room, Inc., founded in 1975, has 11 retail stores located in Illinois
offering an assortment of furniture, clothing, toys, merchandise, accessories
and related products for infants and children. The 11 company owned stores had
revenues of $15.6 million in 1996.
Baby's Room USA, founded in 1985, currently franchises The Baby's Room concepts
to 45 stores in 20 states and Mexico under the name USA Baby. The franchised
operations contributed an additional $1.2 million in franchise revenues. The 11
company stores and the 45 franchised stores generated 1996 sales of almost $65
million.
ROOM PLUS, INC., the largest retailer and manufacturer of mica laminated
furniture, anticipates closing on The Baby's Room/Baby's Room USA acquisition by
or before the end of the year or early in 1998, subject to the completion of a
business review of the company and execution of definitive agreements.
Marc Zucker, Chairman and CEO of ROOM PLUS, INC. stated, "The strategic
acquisition of The Baby's Room/Baby's Room USA is a logical extension of our
vertically integrated manufacturing and retail operations. It gives us the
opportunity to leverage our manufacturing operations through an expanded product
base. In addition, the acquisition will expand on our present core business to
include supplying furniture for the juvenile, children's and teen markets.
Through an expanded geographical base, this acquisition can also give ROOM PLUS,
INC. the ability to cross-market our products with The Baby's Room/Baby's Room
USA to the juvenile, children's and teen markets."
The Thornwater Company, L.P. will be acting as advisor to ROOM
PLUS, INC. on this transaction.
ROOM PLUS, INC. has specialized for the past 16 years on the design
and production and retailing of modular, high pressure, mica
laminated furniture for residential uses. With its 17 retail
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showrooms and its 78,000 square foot manufacturing facility, ROOM PLUS, INC. is
the largest and leading vertically integrated mica-laminated furniture company
in New York, New Jersey and Pennsylvania.
Forward looking statements made herein are based on current expectations of the
Company that involves a number of risks and uncertainties and such forward
looking statements should not be considered guarantees of future performance.
These statements are made under the "Safe Harbor Provisions" of the Private
Securities Litigation Reform Act of 1995. The factors that could cause actual
results to differ materially from the forward looking statements include the
impact of competitive products and pricing, product demand and market acceptance
risks, the presence of competitors with greater financial resources than the
Company and an inability to arrange additional debt or equity financing. For
further information concerning risk factors, please see ROOM PLUS, INC. form
10-QSB filed with the Securities and Exchange Commission May 14, 1997.
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To review ROOM PLUS, INC.'s press releases on-line via the World
Wide Web, access http://www.roomplus.com
