SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 15, 2000
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ACTION PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA .
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(State or Other Jurisdiction of Incorporation)
000-13118 59-2095427
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(Commission File (IRS Employer
Number) Identification No.)
390 North Orange Avenue, Ste 2185, Orlando, Florida 32801
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( Address of principal executive offices) (Zip Code)
(407) 481-8007
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(Registrant's Telephone Number, including Area Code)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
If the registrant has acquired or disposed of a significant amount of assets,
otherwise than in the ordinary course of business, furnish the following
information:
(a) The date and manner of acquisition etc.
On October 15, 2000 the registrant acquired certain assets of Earth Lore, Ltd.,
a corporation organized under the laws of the province of Manitoba, with its
office and manufacturing facility located at 94 Durand Road, Winnipeg, Manitoba,
Canada. Subject to specified liabilities and after the verification of the same
through an audited report, payment will be made through the issuance of
approximately 104,000 shares of the registrant's Common Stock, no par value.
Transfer of such shares will be restricted under Securities and Exchange Rule
144. In October, 2000 the registrant loaned Earth Lore, Ltd. $75,000 CD for
working capital. On the closing date the registrant "forgave" such loan.
Three of seller's principals were provided with three year employment contracts
to serve in management capacities with the registrant's Canadian subsidiary.
Such Canadian subsidiary was formed to carry on the business of producing the
"Earth Lore" product lines and to introduce and establish sales of the various
branded products owned by registrant within Canada. Such subsidiary is, at this
time, still a "numbered" company. It will be named Action Products International
Canada Ltd., if such name is available.
The Assets acquired consisted of Accounts Receivable of approximately $300,000
US, Customer and Vendor lists, Equipment, Inventory of approximately $130,000
US; patents, trademarks, formulas and all intellectual property. Approximately
$600,000 US in trade and other payables, subject to a bulk sale arrangement,
were assumed by the registrant for payment. Short term notes of Earth Lore, Ltd.
were secured by the collection of the above mentioned Accounts Receivable and
Inventory.
There was no relationship between the registrant, its officers, directors and
affiliates and the seller of the Assets. The CAN dollar portion of the
acquisition price was generated from registrant's working capital and the shares
issued were issued from the authorized but unissued shares of the registrant.
Such shares were not registered either in Canada or the United States in
reliance upon the exemption from registration under Regulation S of the
Securities Act of 1933 and an exemption under local Canadian Law.
The Financial Statements and Exhibits required to be filed for businesses which
have been acquired will be filed by Amendment to this Report on Form 8-K within
the prescribed time frame. See Item 7 below.
Earth Lore, Ltd. is an award winning privately held maker of highly popular
educational excavation kits for children and had tailing annual sales of
approximately $2 million US.
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Its flagship I Dig Dinosaurs(R) product line provides children with the
experience of excavating dinosaur bone fossils, skeleton models and other
"treasures" from natural glacial Dinostone(R). Registrant plans to distribute
such product line through its U.S. network and utilize its new Canadian
subsidiary (Earth Lore, Ltd.'s distribution network and personnel in Canada) to
expand its presence there.
Item 7. Financial Statements and Exhibits.
List below the financial statements, pro forma financial information and
exhibits, if any, filed with this report:
The Financial Statements will be filed through an amendment to this filing.
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.
Action Products International, Inc.
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(Registrant)
Date: November 6, 2000 By: S/ RONALD KAPLAN,
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PRES. & Chief Executive Officer
Date: November 6, 2000 By: S/ TIMOTHY L. YOUNG CFO & TREAS.
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Chief Accounting and Financial Officer
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