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) June 10, 1998
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USI, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-47101 22-3568449
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
101 Wood Avenue South
Iselin, New Jersey 08830
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (732) 767-0700
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ITEM 5. OTHER EVENTS.
DESCRIPTION OF CAPITAL STOCK OF USI, INC.
AUTHORIZED CAPITAL STOCK
USI, Inc. (to be renamed U.S. Industries, Inc.; "New USI") will be
authorized by its Amended and Restated Certificate of Incorporation (the "New
USI Charter") to issue 300 million shares of common stock, par value $.01 per
share (the "New USI Common Stock") and 50 million shares of preferred stock, par
value $0.01 per share.
NEW USI COMMON STOCK
The holders of New USI Common Stock will be entitled to receive dividends
when, as and if declared by the Board of Directors of New USI out of funds
legally available therefor. The holders of New USI Common Stock will be entitled
to one vote for each share on all matters voted on by stockholders under the New
USI Charter, including elections of directors. The holder of New USI Common
Stock will not have any cumulative voting, conversion, redemption or preemptive
rights. In the event of dissolution, liquidation or winding up of New USI,
holders of the New USI Common Stock will be entitled to share ratably in any
assets remaining after the satisfaction in full of the prior rights of
creditors, including holders of New USI's indebtedness.
NEW USI PREFERRED STOCK
The Board of Directors of New USI will be authorized to issue up to 50
million shares of preferred stock in one or more series and, subject to the
terms of any issued and outstanding preferred stock, to fix the designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions, of all shares of each such series,
including without limitation dividend rates, conversion rights, voting rights,
redemption and sinking fund provisions, liquidation preferences and the number
of shares constituting each such series, without any further vote or action by
the holders of New USI Common Stock. The issuance of one or more series of
preferred stock will likely decrease the amount of earnings and assets available
for distribution to holders of New USI Common Stock and may adversely affect the
rights and powers, including voting rights, of the holders of New USI Common
Stock. The issuance of preferred stock also could have the effect of delaying,
deterring or preventing a change of control of New USI.
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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.
USI, INC.
Dated: June 10, 1998 By: /s/ George H. MacLean
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Name: George H. MacLean
Title: Senior Vice President
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