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 earliest event reported): March 18, 1997
Registrant, State of Incorporation, I.R.S. Employer
Commission File Number Address and Telephone Number Identification No.
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0-8410 WYANT CORPORATION 11-2236837
(a New York corporation)
100 Readington Road
Somerville, New Jersey 08876
Telephone (908) 707-1800
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Item 2. Acquisition or Disposition of Assets.
On March 18, 1997, Wood-Wyant Inc. ("Buyer"), a wholly owned Canadian subsidiary
of Wyant Corporation (Nasdaq: WYNT), formerly known as Hosposable Products, Inc.
("Wyant"), purchased the business and all operating assets and assumed the
operating liabilities of Wyant & Company Inc. (the "Acquired Business"),
formerly known as G.H. Wood + Wyant Inc. ("Seller").
The operating assets of Seller principally include inventory, accounts
receivable, property, plant and equipment (including primarily Seller's
converting facility in Pickering, Ontario, Canada), patents, trademarks,
customer lists and any and all other assets, tangible or intangible, that are
required to operate the Acquired Business. The converting facility in Pickering,
Ontario, Canada acquired by Buyer converts base paper into paper hand towels and
bathroom tissue. Specialized machinery at this plant cuts, folds or winds the
paper into finished products that are packaged and placed in shipping
containers. Buyer intends to continue to use the Pickering converting facility
as well as other plant, equipment and physical property consistent with prior
practice.
The consideration paid by Buyer to Seller consisted of the following: (i) Cdn$5
million (US$3,649,635) financed by Buyer pursuant to two credit facilities
established by Wyant with First Union National Bank; (ii) a promissory note in
the amount of Cdn$4,262,741 (US$3,111,490), subject to adjustment as described
below (the "Note"), which Note will be exchanged for shares of Class A Preferred
Stock of Buyer (the "Class A Preferred Stock") (on the basis of one share of
Class A Preferred Stock of Buyer for each Cdn$1.00 of unpaid principal of the
Note) immediately after such adjustment, having a liquidation preference of
Cdn$1.00 per share, which shares will have a dividend rate of 4% per annum and
will be mandatorily redeemable over ten years; (iii) 3,800,000 shares of Class B
Preferred Stock of Buyer (the "Class B Preferred Stock") that are mandatorily
redeemable over ten years, have a dividend rate of 3.999% per annum and have an
aggregate liquidation preference of Cdn$3,800,000 (US$2,773,723); and (iv)
1,000,000 shares of Class E Preferred Stock of Buyer (the "Class E Preferred
Stock") having a liquidation preference per share of one share of Wyant common
stock, par value $.01 per share ("Wyant Common Stock"), that are exchangeable at
any time for Wyant Common Stock on a share for share basis and are entitled to
dividends equivalent, on a per share basis, to any dividends paid by Wyant on
Wyant Common Stock.
The amount of the Note included in such consideration is based on the assumption
that Seller's earnings for the period from January 1, 1996 to March 18, 1997
equaled Cdn$2,700,000 (US$1,970,803) (without taking into account a deferred tax
liability that Wyant expects to record from January 1, 1996 to March 18, 1997 in
the amount of approximately Cdn$1,000,000 (US$729,927)). In the event that such
earnings are greater or less than Cdn$2,700,000 (US$1,970,803), then the amount
of the Note, and therefore the shares of Class A Preferred Stock to be issued in
exchange for the Note, will be increased or decreased by a corresponding amount.
The liabilities of Seller assumed by Buyer as a result of acquiring the Acquired
Business include bank term debt in an amount of approximately Cdn$4,727,000
(approximately US$3,450,365).
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Seller and its current and former shareholders currently own approximately 55.4%
of the outstanding shares of Wyant Common Stock. If Seller, as the holder of the
Class E Preferred Stock, exercises in full its rights to exchange the Class E
Preferred Stock for Wyant Common Stock, Seller and its current and former
shareholders would increase their percentage ownership of the total outstanding
shares of Wyant Common Stock held by them from 55.4% to 72%.
The portion of the consideration for the Acquired Business received, directly or
indirectly, by James A. Wyant, a director of Wyant and shareholder of Seller,
was Cdn$600,000 (US$437,956) in cash, 3,800,000 shares of Class B Preferred
Stock and 833,334 shares of Class E Preferred Stock and, after the exchange of
the Note as described above, will be 762,741 shares of Class A Preferred Stock,
subject to adjustment as described above. The portion of the consideration for
the Acquired Business received, directly or indirectly, by Gerald W. Wyant,
James A. Wyant's father and a director of Wyant, was Cdn$2.4 million
(US$1,751,825) in cash. The balance of the consideration for the Acquired
Business was and, with respect to the shares of Class A Preferred Stock to be
received after the exchange of the Note, will be, received, directly or
indirectly, by the siblings of James A. Wyant, as shareholders of Wyant.
Furthermore, in connection with the acquisition of the Acquired Business by
Wyant, Seller entered into employment agreements with Gerald W. Wyant and James
A. Wyant that were assigned to Wyant as part of the Acquired Business.
The acquisition of the Acquired Business was negotiated on behalf of Wyant by a
special committee composed of disinterested members of its board of directors.
The special committee, which engaged a financial advisor, Houlihan, Lokey,
Howard & Zukin, Inc. ("Houlihan Lokey"), and legal counsel, concluded that the
terms and conditions of the acquisition of the Acquired Business were fair to
Wyant shareholders, and that the consummation of the acquisition on such terms
and conditions was in the interests of Wyant shareholders. Houlihan Lokey
rendered its opinion setting forth its view that the acquisition of the Acquired
Business was fair from a financial point of view to Wyant shareholders. The
acquisition of the Acquired Business was approved by Wyant's board of directors
on November 6, 1996, and subsequently approved by the shareholders of Wyant at a
special meeting of such shareholders that took place on March 17, 1997.
All conversions from Canadian to United States dollars set forth above are based
on an exchange rate of US$1.00 to Cdn$1.37.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
As permitted by Item 7(a)(4) of Form 8-K, the
required financial statements are not included
herewith and will be filed under cover of an
amendment to this Report on Form 8-K as soon as
practicable, but not later than 60 days after this
Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
As permitted by Item 7(b)(2) of Form 8-K, the
required pro forma financial information is not
included herewith and will be filed under cover of an
amendment to this Report on Form 8-K as soon as
practicable, but not later than 60 days after this
Report on Form 8-K must be filed.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of
November 12, 1996 among Wyant, Buyer and
Seller (incorporated by reference from
Wyant's Current Report on Form 8-K dated
November 12, 1996, Commission file number
0-8410).
2.2 Amendment No. 1 to Asset Purchase Agreement
dated as of January 22, 1997 among Wyant,
Buyer and Seller.
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SIGNATURE
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 thereunto duly authorized.
WYANT CORPORATION
By:/s/ Joseph H. Weinkam, Jr.
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Name: Joseph H. Weinkam, Jr.
Title: President and Chief Operating
Officer
Dated: March 27, 1997
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Exhibit 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 dated as of January 22, 1997 (the
"Amendment"), among G.H. Wood + Wyant Inc., a corporation incorporated under the
Canada Business Corporations Act ("Seller"), Hosposable Products, Inc., a New
York corporation ("Buyer Parent"), and 3290441 Canada Inc., a corporation
incorporated under the Canada Business Corporations Act, and a wholly owned
subsidiary of Buyer Parent ("Buyer"), to the Asset Purchase Agreement dated as
of November 12, 1996 (the "Asset Purchase Agreement").
The parties hereto, being the parties to the Asset Purchase
Agreement, required to amend the Asset Purchase Agreement in accordance with
Section 10.9 thereof, hereby amend the Asset Purchase Agreement as follows:
1. Section 1.2 of the Asset Purchase Agreement is hereby
amended by inserting in the seventh line after the word "note" the words "dated
the Closing Date".
2. Section 1.2 of the Asset Purchase Agreement is hereby
amended by adding a sentence to the end thereof as follows: "In connection with
such exchange, Buyer agrees to pay, and Buyer Parent agrees to cause Buyer to
pay, the interest accrued on the Note pursuant to the terms thereof from and
including the Closing Date to and excluding the date of such exchange, such
amount to be due and payable on the first dividend payment date with respect to
the Class A Mandatorily Redeemable Preferred Stock."
3. Section 2.2(b) of the Asset Purchase Agreement is hereby
amended by deleting the words "January 31, 1997" and by substituting therefor
the words "April 30, 1997".
4. This Amendment may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together will constitute one and the
same Amendment.
5. This Amendment shall be governed by the internal law, and
not the law of conflicts, of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date first written above.
HOSPOSABLE PRODUCTS, INC.
By:/s/ Joseph H. Weinkam, Jr.
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Name: Joseph H. Weinkam, Jr.
Title: President and Chief
Operating Officer
3290441 CANADA INC.
By:/s/ Donald C. MacMartin
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Name: Donald C. MacMartin
Title: President
G.H. WOOD + WYANT INC.
By:/s/ James A. Wyant
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Name: James A. Wyant
Title: Vice Chairman of the
Board
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