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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 21, 1997
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HOME PRODUCTS INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-17237 36-4147027
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(State of Incorporation) (Commission File Number) (IRS Employee
Identification Number)
4501 West 47th Street
Chicago, Illinois 60632
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(Address of principal executive offices) (Zip Code)
(Not Applicable)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 21, 1997, the Board of Directors (the "BOARD OF DIRECTORS") of Home
Products International, Inc. (the "COMPANY") declared a dividend distribution
of one Right for each outstanding share of common stock, par value $0.01 per
share (the "COMMON STOCK"), of the Company to stockholders of record at the
close of business on August 20, 1997 (the "RECORD DATE"). Except as described
below, each Right, when exercisable, entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series B Junior Participating
Preferred Stock, par value $0.01 per share (the "PREFERRED STOCK"), at a price
of $40.00 per one one-hundredth share (the "EXERCISE PRICE"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "RIGHTS AGREEMENT") between the Company and ChaseMellon
Shareholder Services, L.L.C. as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right certificates will
be distributed. Until the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "ACQUIRING PERSON") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "SHARE ACQUISITION DATE") or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior to the time that
any person becomes an Acquiring Person) following the commencement of (or a
public announcement of an intention to make) a tender or exchange offer if,
upon consummation thereof, such person or group would be the beneficial owner
of 15% or more of such outstanding shares of Common Stock, (the earlier of such
dates being called the "DISTRIBUTION DATE"), the Rights will be evidenced by
the Common Stock certificates together with a copy of the Summary of Rights and
not by separate certificates.
The Rights Agreement also provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the transfer of any certificates for Common Stock, with or without a
copy of the Summary of Rights Plan, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("RIGHT CERTIFICATES") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and, thereafter, such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date and will expire
at the earliest of (i) August 20, 2007 (the "FINAL EXPIRATION DATE"), (ii) the
redemption of the Rights by the Company as described below, and (iii) the
exchange of all Rights for Common Stock as described below.
In the event that any person (other than the Company, its affiliates or
any person receiving newly-issued shares of Common Stock directly from the
Company) becomes the beneficial owner of 15% or more of the then outstanding
shares of Common Stock, each holder of a Right will thereafter have the right
to receive, upon exercise at the then current exercise price of the Right,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right.
In the event that, at any time following the Share Acquisition Date, the
Company is acquired in a merger or other business combination transaction or
50% or more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
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receive, upon exercise at the then current exercise price of the Right, common
stock of the acquiring or surviving company having a value equal to two times
the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "TRIGGERING EVENTS"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution, among other circumstances,
in the event of a stock dividend on, or a subdivision, split, combination,
consolidation or reclassification of, the Preferred Stock or the Common Stock,
or a reverse split of the outstanding shares of Preferred Stock or the Common
Stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Stock, the Board of Directors may exchange the
Rights (other than Rights owned by such person or group, which have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment).
The Company will not be required to issue fractional shares of Preferred
Stock or Common Stock (other than fractions in multiples of one one-hundredths
of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash may
be made based on the then current market price of the Preferred Stock or Common
Stock.
At any time after the date of the Rights Agreement until the time that a
person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right (the
"REDEMPTION PRICE"), which may (at the option of the Company) be paid in cash,
shares of Common Stock or other consideration deemed appropriate by the Board
of Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
As of August 1, 1997, there were 6,662,184 shares of Common Stock
outstanding. Each outstanding share of Common Stock on August 20, 1997 will
receive one Right. Two hundred fifty thousand (250,000) shares of Preferred
Stock will be reserved for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially
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owned by such a person or group may become void. The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors because, if the Rights would become exercisable as a result of
such merger or business combination, the Board of Directors may, at its option,
at any time prior to the time that any Person becomes an Acquiring Person,
redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. EXHIBIT
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1 Form of Rights Agreement dated as of May 21,
1997, between Home Products International, Inc. and
ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes as Exhibit B thereto the Form
of Right Certificate. Incorporated by reference from
Exhibit 4.2 to Form S-2 Registration Statement (File
No. 333-25871) filed on April 25, 1997.
2 Press Release dated August 15, 1997.
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 thereunto duly authorized.
HOME PRODUCTS INTERNATIONAL, INC.
By: /s/ James R. Tennant
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James R. Tennant
Chairman of the Board
and Chief Executive Officer
Date: August 18, 1997
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
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1 Form of Rights Agreement dated ____
as of May 21, 1997, between Home
Products International, Inc. and
ChaseMellon Shareholder
Services, L.L.C., as Rights
Agent, which includes as Exhibit
B thereto the Form of Right
Certificate. Incorporated by
reference from Exhibit 4.2 to
Form S-2 Registration Statement
(File No. 333-25871) filed on
April 25, 1997.
2 Press Release dated August 15, 1997. E-1
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Exhibit 2
HOME PRODUCTS INTERNATIONAL ADOPTS SHAREHOLDER
PROTECTION RIGHTS AGREEMENT; ALSO PROPOSES
"STAGGERED" BOARD OF DIRECTORS
CHICAGO, AUGUST 15, 1997-HOME PRODUCTS INTERNATIONAL, INC. (NASDAQ: HPII), a
diversified housewares products company, today announced that its board of
directors has approved the implementation of a stockholder rights plan.
Specifically, the board declared a dividend of one preferred stock purchase
right for each outstanding share of common stock. The company said that "the
rights are designed to enhance the ability of all shareholders to realize the
long-term value of their investment." The dividend will be paid to
shareholders of record on August 20, 1997.
Each right entitles common stock shareholders to purchase one-hundredth of a
share of new Series B Junior Participating Preferred Stock, with each financial
share of preferred stock equivalent in voting power to one share of HPI common
stock. The rights would be exercisable only if a person or group becomes an
"acquiring person" by becoming the owner of 15 percent or more of HPI common
stock, or announces a tender or exchange offer which would result in ownership
of 15 percent or more of HPI common stock. The rights are not triggered by
present beneficial holders of 15 percent or more of common stock.
The board also adopted a proposal to create a "staggered" board of directors
consisting of three classes of directors, each class being elected for a
three-year term. The proposal will be presented to shareholders for approval
at the next annual meeting in May 1998.
Home Products International, Inc. is listed on the Nasdaq National Market
System under the ticker symbol HPII. The company is an international consumer
products company specializing in the manufacture and marketing of quality home
organization and home improvement products sold through virtually all domestic
and international retail trade channels.
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