ROOM PLUS INC
8-K, 1998-02-18
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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):
                                February 13, 1998

                                 ROOM PLUS, INC.
               (Exact name of Registrant as specified in Charter)



            New York                   1-14478          11-2622051
          ----------------------------------------------------------
          (State or other juris-     (Commission       (IRS Employer
           diction of incorporation) File Number)     Identification
                                                          Number)



          91 Michigan Avenue, Paterson, New Jersey               07503
         --------------------------------------------------------------
         (Address of principal executive office)             (Zip Code)


        Registrant's telephone number including area code: (973) 523-4600


                                 Not Applicable
                      -------------------------------------
          (Former name and former address, as changed since last report)


<PAGE>


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 February 13, 1998, the Company issued a press release announcing that
its agreement in principle to acquire The Baby's Room, Inc. and Baby's Room USA
has been terminated. A copy of the press release is attached hereto.

Item 6. Resignations of Registrant's Directors

        Not Applicable.

Item 7. Financial Statements, Pro Form Financial Information and Exhibits

        (c)   Exhibits

        Exhibit Number                     Description

            99                  Press Release of the Company dated February 12,
                                        1998

Item 8. Change in Fiscal Year

        Not Applicable.

Item 9. Sales of Equity Securities Pursuant to Regulation S

        Not Applicable.


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<PAGE>


                                   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.

                                       ROOM PLUS, INC.
                                       ---------------
                                       (Registrant)


Dated: February 18, 1998               By:/s/ Jay H. Goldberg
                                       ------------------------
                                       Name:  Jay H. Goldberg
                                       Title: Chief Financial Officer


                                        2
<PAGE>


                                  Exhibit Index


        Exhibit No.          Description                 Page No.

        99                   Press Release of the Company
                             dated February 12, 1998


                                        3




Company Press Release

Source: Room Plus, Inc.

ROOM PLUS, INC. Proposed Baby's Room Acquisition Terminated

PATERSON, N.J. Feb. 12/PRNewswire/ - ROOM PLUS, INC. (Nasdaq:
PLUS-news) today announced that its agreement in principle to acquire
The Baby's Room, Inc. and Baby's Room USA has been terminated.

Marc Zucker, Chairman and CEO of ROOM PLUS stated: "We cannot obtain acceptable
financing commitments for the acquisition at this time. We have therefore agreed
to terminate the letter of intent in order that the principals of the Baby's
Room companies may be free to consider other alternatives. However, we remain
interested in acquiring the Baby's Room companies and may seek to reopen
acquisition discussions later in the year if the financing will be available on
acceptable terms. We may also seek to explore alternative business arrangements
with the Baby's Room companies for the sale of our ROOM PLUS furniture line
through Baby's Room retail outlets."

ROOM PLUS, INC. has specialized for the past 16 years in the design and
production and retailing of modular, high pressure, mica-laminated furniture for
residential uses. With its 17 retail 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.

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