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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) August 11, 1995
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HEALTHY PLANET PRODUCTS, INC.
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(Exact Name of Registrant as specified in charter)
Delaware 1-13048 94-2601764
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
1129 N. McDowell Boulevard, Petaluma, California 94954
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 778-2280
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The Annual Meeting of Shareholders of Healthy Planet Products, Inc. (the
"Company") was held on August 11, 1995, at which the following items of
business were transacted: (i) the Shareholders of the Company adopted an
amendment to the Company's Certificate of Incorporation to provide for a
Classified Board of Directors divided into three classes with staggered
three-year terms, with initial terms expiring in 1996 (Class 3), 1997 (Class 2)
and 1998 (Class 1), respectively. Thereafter, each class of Directors will
serve for three year staggered terms; (ii) electing Messrs. Bruce A. Wilson and
M. Scott Foster as Class 1 Directors; Messrs. Robert Fagenson and Michael G.
Jesselson as Class 2 Directors; and Mr. Lawrence M. Barnett as a Class 3
Director; and (iii) adopting a Non-Employee Director Stock Option Plan pursuant
to which a maximum of 75,000 options to purchase shares of Common Stock of the
Company may be granted to non-employee Directors of the Company through an
automatic initial grant of 5,000 options to each non-employee Director and
subsequent annual grants of 3,000 options upon each anniversary of service.
Holders of the Company's Common Stock and Series D Preferred Stock were
entitled to attend and vote, as a single class, upon the matters at the Annual
Meeting.
The vote on each item of business was as follows:
A. AMENDMENT TO CERTIFICATE OF INCORPORATION
<TABLE>
<CAPTION>
Votes
Votes For Against Abstentions
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<S> <C> <C>
1,072,400 32,260 10,043
</TABLE>
B. ELECTION OF DIRECTORS
BRUCE A. WILSON
<TABLE>
<CAPTION>
Votes
Votes For Against
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<S> <C>
1,756,164 8,260
</TABLE>
M. SCOTT FOSTER
<TABLE>
<CAPTION>
Votes
Votes For Against
--------- -------
<S> <C>
1,756,164 8,260
</TABLE>
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ROBERT FAGENSON
<TABLE>
<CAPTION>
Votes
Votes For Against
--------- -------
<S> <C>
1,756,164 8,260
</TABLE>
MICHAEL G. JESSELSON
<TABLE>
<CAPTION>
Votes
Votes For Against
--------- -------
<S> <C>
1,756,164 8,260
</TABLE>
LAWRENCE M. BARNETT
<TABLE>
<CAPTION>
Votes
Votes For Against
--------- -------
<S> <C>
1,756,164 8,260
</TABLE>
C. NON-EMPLOYEE DIRECTOR PLAN
<TABLE>
<CAPTION>
Votes
Votes For Against Abstentions
--------- ------- -----------
<S> <C> <C>
1,700,049 49,334 15,043
</TABLE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
99.1 Non-Employee Director Stock Option Plan [Exhibit 99.2
to Current Report on Form 8-K dated March 30, 1995 and
incorporated by reference herein pursuant to 17 C.F.R.
Sections 201.24 and 240 12b-32]
</TABLE>
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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 hereunto duly authorized.
HEALTHY PLANET PRODUCTS, INC.
By s/ Bruce A. Wilson
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Bruce A. Wilson, President,
Chief Executive, Chief
Operating and Chief Financial
Officer
Dated: August 17, 1995
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