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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 5, 1998
SPINNAKER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-09559 06-544125
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.
600 N. PEARL STREET, SUITE 2160
DALLAS, TEXAS 75201
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 214-855-0322
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ITEM 5. OTHER EVENTS
On February 5, 1998, Spinnaker Industries, Inc. (the "Company")
announced a proposed private offering of $25 million of preferred stock (the
"Preferred Stock"). The Preferred Stock will be convertible into the
Company's Common Stock (NASDAQ:SPNI), will be redeemable by the Company at
any time after January 15, 2003 and will be subject to mandatory redemption
in 2010. Dividends on the Preferred Stock will be payable in cash or
additional shares of Preferred Stock, at the Company's option.
The Preferred Stock offering is being made in reliance on Rule 144A and
other exemptions from registration under the Securities Act of 1933, as
amended. The Company will grant the initial purchaser of the Preferred Stock
an option to purchase up to $3.75 million of additional shares of Preferred
Stock solely to cover over-allotments.
The net proceeds from the offering of Preferred Stock will be combined
with other funds, including borrowings under the Company's revolving credit
facility, to consummate the acquisition of S. D. Warren Company's pressure
sensitive label business, which the Company announced in November 1997.
The entire text of the Company's press release is incorporated by
reference herein and a copy of the press release has been filed as an exhibit
to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated February 5, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SPINNAKER INDUSTRIES, INC.
Date: February 5, 1998 By: /s/ Craig J. Jennings
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Craig J. Jennings
Vice President, Finance and Treasurer
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press release dated February 5, 1998
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EXHIBIT 99.1
SPINNAKER INDUSTRIES, INC.
CONTACT:
Richard J. Boyle
Chairman and CEO
612/933-5573
or
Bill Robertson
Sunwest Comms.
214/373-1601
FOR IMMEDIATE RELEASE: February 5, 1998
SPINNAKER INDUSTRIES OFFERING $25 MILLION
OF PREFERRED STOCK IN PRIVATE PLACEMENT
DALLAS -- Spinnaker Industries, Inc. (Nasdaq: SPNIA and SPNI) announced
Thursday a proposed private placement offering of $25 million of preferred
stock.
The preferred stock will be convertible into Spinnaker's common stock
(SPNI) and will be redeemable by Spinnaker, for cash, at any time after
January 15, 2003. The preferred stock will be subject to mandatory
redemption by Spinnaker in 2010. Dividends on the preferred stock will be
payable in cash or additional shares of preferred stock, at the company's
option.
The preferred stock offering is being made to qualified buyers in
reliance on Rule 144A and other exemptions from registration under the
Securities Act of 1933. Spinnaker will grant the initial purchaser of the
preferred stock an option to purchase up to $3.75 million of additional
preferred stock solely to cover over-allotments.
The net proceeds from the offering of preferred stock will be combined
with other funds, including borrowings under Spinnaker's revolving credit
facility, to consummate the acquisition of S.D. Warren Company's pressure
sensitive label business, which Spinnaker announced in November 1997.
The proposed offering of preferred stock will not be registered under
the Securities Act or any securities laws of any state or other jurisdiction
and may not be offered or sold in the U.S. or any state thereof or other
jurisdiction without registration or an applicable exemption from
registration requirements.
SOURCE: Spinnaker Industries, Inc.
