PSI INDUSTRIES INC
8-K, 1999-07-08
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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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)       JULY 6, 1999
                                                --------------------------------

                              PSI INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Florida                        0-29802                    59-2736501
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File              (IRS Employer
     or incorporation)             Number)                   Identification No.)

                1160 B South Rogers Circle, Boca Raton, FL 33487
- --------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code           (561) 997-1133
                                                   -----------------------------

- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>

ITEM 5.  OTHER EVENTS.

         The Company expects to take a very significant charge against earnings
as a result of a recent International Trade Commission (the "ITC") ruling that
prohibits the sale of single use cameras, and, therefore, causes a severe
devaluation of the Company's inventory. The Company's management has elected to
exit the ancillary distribution business and will record certain one-time
charges and reserves related to the disposal of that inventory.

         The Company has also announced that it has discovered certain
accounting irregularities, which will necessitate additional charges against
income. The Company's Board of Directors has established an independent
committee to further investigate these irregularities.

         The total amount of the charges, which is believed to be material, has
not yet been determined. Timely disclosure will be made when the amount of
charges can be calculated.

ITEM 7.  EXHIBITS

 99.1    Press Release dated July 6, 1999.

                                        2

<PAGE>



                                   SIGNATURES

         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.

                                  PSI INDUSTRIES, INC.

                                  By: \s\ BENJAMIN COHEN
                                     ----------------------------------
                                      Benjamin Cohen, Chief Executive Officer,
                                      President and Chairman of the Board
                                      of Directors

DATED: July 8, 1999


                                        3

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT              DESCRIPTION
- -------              -----------
 99.1                Press release dated July 6, 1999







                                                                    EXHIBIT 99.1

               PSI INDUSTRIES EXITS ANCILLARY FILM & PHOTOGRAPHIC
               BUSINESS; ALSO DISCOVERS ACCOUNTING IRREGULARITIES

BOCA RATON, Fla., July 6 /PRNewswire/ -- PSI Industries, Inc. (OTC Bulletin
Board: PSII - news) maker of the Message Camera plus(TM), and distributor film
and photographic supplies, today announced for the period ending June 30, 1999
the Company expects to take a very significant charge against earnings. This
charge is a result of a recent International Trade Commission (the "ITC") ruling
that prohibits the sale of single use cameras, and, therefore, causes a severe
devaluation of PSI's Inventory.

In addition, the management of PSI has elected to exit the ancillary
distribution business and will record certain one-time charges and reserve
related to the disposal of that inventory.

The management has also discovered certain accounting irregularities, which will
necessitate additional charges against income. The Board of Directors has
established an independent committee to further investigate these
irregularities.

The total amount of the charges, which is believed to be material, has not yet
been determined. Timely disclosure will be made when the amount of charges can
be calculated.

PSI intends to focus it full attention to the manufacturing, marketing and sales
of its camera business, which features The Message Camera plus(TM) series, a
line of 35mm cameras with battery and flash, fully loaded with 400 speed high
definition MESSAGE Film which places a different fun message, logo or design on
the bottom of each photo exposure. The Message Camera plus(TM) is marketed
toward both retail and premium distribution.

The Message Camera plus(TM) is available in 28 Occasion Specific Events, each
having 24 exposures and each exposure having a different pre exposed design and
message on the bottom of every photo. Available Event Cameras: Happy Birthday,
Wedding, It's A Boy, It's A Girl, Party, Baby's First Birthday, Baby Shower,
Bridal Shower, Friendship, Bar - Bat Mitzvah, Pet Dog, Pet Cat, Fishing, Golf,
Soccer, Boating, Little League, Sports, New York, California, San Francisco,
Florida, Hawaii, Las Vegas, Graduation, Halloween, Seasons Greetings, New Years
Millennium.

SOURCE: PSI INDUSTRIES, INC.




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