SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) February 18, 1997
HOME PRODUCTS INTERNATIONAL, INC.
(formerly "SELFIX, INC.")
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-17237 36-2490451
(Commission file number) (Selfix, Inc., I.R.S.
Employer Identification No.)
4501 West 47th Street 60632
Chicago, Illinois (Zip Code)
Address of principal executive offices)
(773) 890-1010
(Registrant's telephone number, including area code)
SELFIX, INC.
(Former name, if changed since last report)
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ITEM 5. OTHER EVENTS
HOLDING COMPANY REORGANIZATION
Effective as of 12:01 a.m. on February 18, 1997, Selfix, Inc. ("Selfix")
adopted a holding company form of organizational structure. The new
holding company structure is intended to provide a framework that allows
for and can accommodate future growth from internal operations,
acquisitions or joint ventures, broadens the alternatives available for
future financing, and generally provides for greater administrative and
operational flexibility.
The holding company reorganization was effected pursuant to an Agreement
and Plan of Merger among Selfix, Home Products International, Inc., a
Delaware corporation ("Home Products"), and HPI Merger, Inc., a Delaware
corporation and wholly owned subsidiary of Home Products ("Merger Sub"),
which provides for, among other things, the merger (the "Merger") of
Merger Sub with and into Selfix, with Selfix as the surviving corporation.
Pursuant to Section 251(g) of the Delaware General Corporation Law,
stockholder approval was not required for the Merger.
By virtue of the Merger, Selfix became a wholly owned subsidiary of Home
Products and each issued and outstanding share of common stock of Selfix
was converted into and exchanged for one share of common stock, par value
$.01 per share, of Home Products. As a result, each holder of Selfix
common stock became the owner of the same number of shares of common stock
of Home Products as the number of shares of Selfix common stock owned by
such stockholder prior to the Merger. The conversion of shares of Selfix
common stock into shares of common stock of Home Products was effected
without the exchange of certificates. Accordingly, certificates formerly
representing shares of common stock of Selfix are deemed to represent
shares of common stock of Home Products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. EXHIBITS
Exhibit
Number
99.1 Letter to Shareholders dated February 18,1997.
99.2 Press release dated February 18, 1997 regarding the
reorganization.
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.
Home Products International, Inc.
Date: February 18, 1997
By /s/ JAMES R. TENNANT
James R. Tennant
Chairman of the Board
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EXHIBIT 99.1
February 18, 1997
Letter to Our Shareholders:
Effective as of 12:01 a.m. on February 18, 1997, Selfix, Inc. ("Selfix")
adopted a holding company form of organizational structure. The name of
this new holding company is Home Products International, Inc. (Nasdaq:
HPII). The new holding company structure is intended to provide a
framework that allows for and can accommodate future growth from internal
operations, acquisitions or joint ventures, broadens the alternatives
available for future financing, and generally provides for greater
administrative and operational flexibility.
As a result, each holder of Selfix common stock became the owner of the
same number of shares of common stock of Home Products International Inc.
as the number shares of Selfix common stock owned by such stockholder
prior to the Merger. The conversion of shares of Selfix common stock
into shares of common stock of Home Products International, Inc. was
effected without the exchange of certificates. Accordingly, certificates
formerly representing shares of common stock of Selfix are deemed to
represent shares of common stock of Home Products International, Inc.
/s/ James Tennant
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James Tennant
Chairman and CEO
EXHIBIT 99.2
SELFIX, INC. ANNOUNCES NEW HOLDING COMPANY,
HOME PRODUCTS INTERNATIONAL, Inc.
Stock Symbol Changes to HPII
CHICAGO, February 18, 1997-Selfix, Inc. (Nasdaq:SLFX), a manufacturer and
marketer of consumer home organization products, announced it changed its
corporate structure. A newly formed holding company, Home Products
International, Inc., replaces Selfix on Nasdaq. The change is effective
with the opening of trading today. The new ticker symbol is HPII.
Home Products International, Inc. is comprised of Selfix and Shutters,
Inc., which has been a wholly owned subsidiary of Selfix since 1986. Tamor
Corporation, a previously announced acquisition, will be added to the
roster as a wholly owned subsidiary when the transaction is completed by
the end of the month. Tamor is a leading supplier of home storage and
organization products.
In announcing the change, Chairman and Chief Executive Officer James
Tennant noted, "There is tremendous opportunity for rapid growth through
supplier consolidation in our fragmented industry, as retailers themselves
continue to consolidate. In pursuing this consolidation strategy of
growth through acquisition, it is logical that the parent company take on
a more meaningful identity. Home Products International communicates very
succinctly what we do: market consumer home products globally.
"We are actively working to bring other acquisitions under the Home
Products International umbrella," said Tennant. "We are seeking growth
companies that offer similar compelling marketing and manufacturing
synergies."
Home Products International, Inc. is an international consumer
products company specializing in the marketing of quality home
organization products sold through discounters, hardware stores, home
centers, drug chains, supermarkets and specialty stores. Through its
subsidiaries, HPII offers more than 1,000 products including bath
accessories, shower organizers, hooks and helpers, storage organizers and
home improvement products.
The statements in this release regarding the expected completion of
the Tamor acquisition and its anticipated effect on Home Products
International's sales are forward looking statements and actual results
may differ materially from those anticipated for a number of reasons.
There can be no assurance that the Tamor acquisition will be consummated
or that, if consummated, there will not be unanticipated problems. In
addition, Home Products International's future financial performance will
depend on a number of factors beyond its control including increased
competition, changes in demand for its products and fluctuations in the
market.
