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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 2, 2000
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WYANT CORPORATION
(Exact name of registrant as specified in its charter)
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New York 11-2236837
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
Commission File Number 0-8410
1170 U.S. Highway 22 East, Suite 203, Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)
(514) 636-9926
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On October 2, 2000, Wyant Corporation (the "Company") announced that in the
course of preparing for the pending sale of the Company to Perkins Papers Ltd.,
it had discovered potential accounting irregularities in its subsidiary located
in Tennessee, IFC Disposables, Inc.
The Company, having just discovered the potential accounting
irregularities, is currently pursuing an intensive investigation. Although the
investigation is not yet complete, it appears that the financial results of IFC
Disposables, Inc. and therefore of the Company, have been overstated in the
period of January 1, 1997 through June 30, 2000, in the amount of approximately
U.S. pre-tax $1.2 million, of which approximately U.S. pre-tax $427 thousand
relates to the period of January 1,2000 through June 30, 2000. The potential
irregularities relate primarily to the understatement of operating costs. There
is no assurance that the amount of U.S. pre-tax $1.2 million will not change
following completion of the investigation.
As previously disclosed, the Company and Perkins Papers Ltd. have entered
into a definitive Agreement and Plan of Merger (the "Merger Agreement") whereby
Perkins Acquisition Corp. ("Perkins"), a wholly-owned subsidiary of Perkins
Papers Ltd., has made a tender offer for all of the issued and outstanding
shares of common stock of the Company for US $4.00 per share in cash, which
offer is currently scheduled to expire at 12:00 am New York City time on
Thursday, October 5, 2000. Under the Merger Agreement, promptly following the
tender offer, Perkins would merge with the Company resulting in the Company
becoming a wholly-owned subsidiary of Perkins Papers Ltd. The Company has
informed Perkins of the potential accounting irregularities.
As described in Perkins' Offer to Purchase which was filed with the
Securities and Exchange Commission on Schedule TO on September 8, 2000 and
subsequently amended on September 21, 2000 and September 25, 2000, the Merger
Agreement permits Perkins to not consummate the tender offer and the merger if
certain representations and warranties of the Company made in the Merger
Agreement are not true and correct in all material respects and have resulted in
a material adverse effect on the business or financial condition of the Company
and its subsidiaries, taken as a whole. The Company is not yet able to determine
whether there has been a material breach of a representation or warranty that
would result in a material adverse effect on the business or financial condition
of the Company and its subsidiaries, taken as a whole. However, no assurances
can be given that such an event has not occurred. Perkins has advised the
Company that it is considering the information that has been provided to it by
the Company as well as its position under the Merger Agreement and will respond
as quickly as possible.
The Company terminated the employment of James Dykes, President of IFC
Disposables, Inc.
The information set forth in the press release attached hereto as Exhibit
99.1 is incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit Description
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99.1 Press Release dated October 2, 2000.
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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.
WYANT CORPORATION
By: /s/ Marc D'Amour
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Name: Marc D'Amour
Title: Vice President, Chief Financial
Officer and Treasurer
DATE: October 3, 2000
