UNITED STATES
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) October 14, 1997 (September 29,
-------------------------------
1997)
- -----
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.)
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
On September 29, 1997, Healthy Planet Products, Inc. (the "Company")
completed a transaction with John Winfield and InterGroup Corporation, an
affiliate of Mr. Winfield. Pursuant to the transaction, the Company sold 150,000
shares of its Common Stock to Mr. Winfield for an aggregate of $487,500 and sold
150,000 shares of its Common Stock to InterGroup Corporation for an aggregate of
$487,500. As part of the transaction, Mr. Winfield and InterGroup Corporation
were each issued warrants to purchase 150,000 shares each of the Company's
Common Stock, of which one-third of such warrants are exercisable at $4.00 per
share, one-third at $4.25 per share, and one-third at $4.50 per share. The
warrants are exercisable commencing September 29, 1997 and may be exercised
through September 29, 2002. Mr. Winfield and InterGroup Corporation were each
accorded certain demand and piggyback registration rights. In connection with
the transaction, Mr. Winfield was elected a Class 3 Director and the Company
agreed to use its best efforts to cause Mr. Winfield to be elected as a Director
through September 29, 2000.
Mr. Winfield is the Chairman of the Board, President and Chief
Executive Officer of the InterGroup Corporation, having first been appointed as
such in 1987. InterGroup is a public company traded on the NASDAQ Stock Market
(INTG). He was a Director of Geotek Communications, Inc. (GEO), an international
digital wireless communications company from June 1992 through June 1994 as well
as a Director of Pacific Gateway Properties ("PGP"), a holding company with real
estate investments in the San Francisco Bay area, from 1995 to 1997. Mr.
Winfield also presently served as Chairman and Chief Executive Officer of Santa
Fe Financial Corporation (SFEF) and Portsmouth Square, Inc. (PRSI), both public
companies, and as Director of Orckit Communications Ltd. (ORCTF), an advanced
communications company headquartered in Israel.
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: October 14, 1997
-2-
