HEALTHY PLANET PRODUCTS INC
8-K, 1996-08-20
GREETING CARDS
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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 5, 1996
                                                --------------------------------

                            HEALTHY PLANET PRODUCTS,
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as specified in charter)




           Delaware                    1-13048                  94-2601764
- --------------------------------------------------------------------------------
(State or other jurisdiction of      (Commission               (IRS Employer
incorporation)                       File Number)            Identification No.)

1700 Corporate Circle, Petaluma, California                   94954
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code   (707) 778-2280
                                                  ------------------------------

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>

Item 5.             Other Events.

     The Annual Meeting of  Shareholders of Healthy Planet  Products,  Inc. (the
"Company") was held on August 5, 1996, at which the following  items of business
were transacted:  Mr. Joseph F. Furlong III was elected a Class 3 Director for a
term expiring at the C ompany's 1999 Annual Meeting.

     Holders of the  Company's  Common  Stock and Series D Preferred  Stock were
entitled to attend and vote, as a single class, upon the matter presented at the
Annual Meeting.

     The vote on the item of business was as follows:

     A. Election of Directors

        Joseph F. Furlong III

                  Votes For                   Votes Against
                  ---------                   -------------
                  1,558,845                      23,886





                                   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
                                         ------------------------------------
                                         Bruce A. Wilson, President,
                                         Chief Executive, Chief Operating and
                                         Chief Financial Officer





Dated: August 19, 1996


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