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) February 12, 1996
------------------------------
HEALTHY PLANET PRODUCTS, INC.
- --------------------------------------------------------------------------------
(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.)
1129 N. McDowell Boulevard, 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.
Lease for New Executive Offices and Warehouse Facilities.
On February 12, 1996, the Company entered into a Lease Agreement with
RNM Lakeville, L.P., as landlord, for premises 1694-1736 Corporate Circle,
Petaluma, California, at which the Company's executive offices and warehouse
facilities will be relocated to. The premises are comprised of an entire
self-contained building of tilt-up concrete construction, fully sprinklered
located in an established business park consisting of approximately 52,000
square feet, of which approximately 6,700 square feet is first floor office
space and approximately 45,300 square feet is warehouse space. Commencing the
fourth year of the lease term, the Company will occupy an additional 22,000
square feet which will then comprise the entire building. The leased premises
are being newly constructed for occupation by the Company. The lease is for a
term of 10 years commencing with the date when construction of the premises has
been substantially completed, which is estimated to be May 1, 1996, and may be
extended pursuant to three extension options for one period of 2 years and two
successive periods of 5 years each. The lease is on a "triple net basis"
pursuant to which the Company is to pay a monthly rent of $26,486 per month
during the first year of the lease term, $28,045 per month for the second and
third years of the lease term, $31,161 per month for the portion of the fourth
year of the lease term until the balance of the entire building is occupied, and
$45,677 per month for the remainder of the fourth year of the lease term through
the sixth year of the lease term, and $50,244 per month for the seventh through
tenth years of the lease term. In addition to the monthly rent provided, the
Company is to pay, as additional rent, all taxes, insurance premiums,
maintenance and repair costs relating to the Company's use and occupancy of the
premises.
All costs of construction are to be borne by the landlord, including
the cost of Tenant Improvements, as defined under the lease and for which the
Company is to pay to the landlord the sum of $137,500. In addition to the rent
and additional rent, the Company is to pay for all utilities associated with its
occupancy of the premises and any cost of structural repairs which does not
exceed $5,000, as well as the cost of maintenance and upkeep of the leased
property.
In connection with the lease of the premises, the Company is to be
released from all obligations under the lease for its currently occupied
business premises located at 1129 North McDowell Boulevard, Petaluma, California
under a lease agreement with a scheduled termination date of March 31, 1999.
The newly constructed facility, which will ultimately consist of
approximately 75,000 square feet, is deemed to be adequate and sufficient for
the Company's present and anticipated future needs.
2
<PAGE>
Adoption of 401(k) Profit Sharing Plan and Trust.
The Company established a 401(k) Profit Sharing Plan and Trust through
the adoption of the Dun & Bradstreet Pension Services, Inc. Non-Standardized
401(k) Profit Sharing Plan and Trust (the "Plan"). The Plan is effective January
1, 1996 and covers all employees of the Company. Each present employee or new
hire is eligible to participate in the Plan after one year of service. Each
eligible employee may elect to voluntarily contribute out of his or her
compensation amount ranging from 1% to 15% of compensation. The Company, though
not required, may elect to make a matching contribution equal to a discretionary
percentage, to be determined by the Company, of the employees' salary
contributions. Vesting of a participant's interest in the Plan is in accordance
with a schedule of vesting ranging from 20% after two years of service to 100%
after six years of service.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
10.1 License Agreement dated January 12, 1996 between RNM
Lakeville, L.P. and Healthy Planet Products, Inc.
relating to lease of premises 1694-1736 Corporate
Circle, Petaluma, California (filed separately under
cover of Form SE - Form for Submission of Paper
Format Exhibit by Electronic Filers)
99.1 Form of Adoption Agreement for Healthy Planet
Products, Inc. 401(k) Profit Sharing Plan and Trust
(filed separately under cover of Form SE - Form for
Submission of Paper Format Exhibit by Electronicn
Filers)
3
<PAGE>
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: February 15, 1996
4
