HEALTHY PLANET PRODUCTS INC
8-K, 1996-05-20
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):      May 20, 1996

                         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.)


1700 Corporate Circle, 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).

<PAGE>
 

Item 5. Other Events.

     On May 20, 1996,  Healthy Planet Products,  Inc. announced its intention to
reacquire, in open market transactions, up to 100,000 shares of its Common Stock
subject to and in compliance  with the provisions and limitations of Rule 10b-18
of the  Securities  Exchange  Act of 1934 and the  Rules of the  American  Stock
Exchange.  Repurchases,  if any,  may be made  from  time to time at  prevailing
market prices.  Repurchases  may commence at any time after May 21, 1996 and may
be discontinued at any time. The Company will not solicit the purchase of any of
its  Common  Stock or  otherwise  tender for the  purchase  of any of its Common
Stock.  The source of funds for the  repurchase  of any shares  will be from the
Company's working capital,  and any shares repurchased will be held in treasury.
Any shares  repurchased  by the Company may be utilized in  connection  with any
future acquisition opportunity or corporate transaction.

                                   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: May 20, 1996

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