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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): August 10, 1999
Noel Group, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-19737 13-2649262
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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667 Madison Avenue, New York, New York 10021
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(Address of principal executive offices) (zip code)
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Registrant's Telephone Number, including Area Code: (212) 371-1400
N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 10, 1999, pursuant to a Stock Purchase Agreement dated as of
July 30, 1999, by and between Swenvest Corporation ("Swenvest") and each of the
Holders as defined therein, Noel Group, Inc. ("Noel"), as a Holder, sold
3,865,289.08 shares of the Series B Preferred Stock, par value $.01 per share
("Preferred Stock"), of Carlyle Industries, Inc. ("Carlyle") to Swenvest in
consideration for $3 million in cash.
In addition, in connection with Carlyle's voluntary plan of
recapitalization, on August 13, 1999, Noel received 2,559,594 shares of Carlyle
Common Stock, par value $.01 per shares ("Common Stock"), in respect of accrued
dividends on the Preferred Stock, and on August 13, 1999, Carlyle redeemed
Noel's remaining 6,055,619.29 shares of Preferred Stock in consideration for
3,760,000 shares of Carlyle Common Stock issued to Noel.
Noel intends to distribute the cash proceeds from Swenvest and the
Carlyle Common Stock received in respect of dividends and in consideration for
the redemption of its Preferred Stock to its stockholders and/or to a trust for
the benefit of its stockholders, pursuant to the Plan of Complete Liquidation
and Dissolution adopted by Noel stockholders in March 1997.
ITEM 5. OTHER EVENTS.
On August 18, 1999, in furtherance of Noel's Plan of Complete
Liquidation and Dissolution, Noel filed a certificate of dissolution with the
Delaware Secretary of State.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Not Applicable.
(b) Pro forma financial information. No pro forma financial information
is required pursuant to Article 11 of Regulation S-X.
(c) Exhibits
2.1 Plan of Complete Liquidation and
Distribution (incorporated by reference to
Exhibit A to the Noel Proxy Statement for
the Special Meeting of Shareholders on March
19, 1997).
3.1 Certificate of Dissolution of Noel Group,
Inc. filed with the Delaware Secretary of
State on August 18, 1999.
10.1 Stock Purchase Agreement, dated as of July
30, 1999, by and between Swenvest
Corporation and each of the Holders defined
therein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NOEL GROUP, INC.
(Registrant)
Dated: August 25, 1999 By: /s/ Todd K. West
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Name: Todd K. West
Title: Chief Financial Officer, Vice
President-Finance, Secretary
and Treasurer
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CERTIFICATE OF DISSOLUTION
OF
NOEL GROUP, INC.
*****
NOEL GROUP, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That dissolution was authorized by the Board of Directors
of the corporation on May 21, 1996 and subsequently approved by the stockholders
of the corporation on March 19, 1997.
SECOND: That dissolution has been authorized by the Board of
Directors and stockholders of the corporation in accordance with the provisions
of subsections (a) and (b) of section 275 of the General Corporation Law of the
State of Delaware.
THIRD: That the name and address of each of the directors and
officers of the Corporation are as follows:
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NAME TITLE ADDRESS
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Joseph S. DiMartino Director 22 East 67th Street
New York, NY 10021
Herbert M. Friedman Director 667 Madison Avenue, Suite 2500,
New York, NY 10021
Samuel F. Pryor, III Director 450 Lexington Avenue
New York, NY 10017
James K. Murray, Jr. Director 3501 Frontage Road
Tampa, FL 33607
Stanley R. Rawn, Jr. Director 667 Madison Avenue, Suite 2500,
Chief Executive Officer New York, NY 10021
Todd K. West Vice President - Finance, 667 Madison Avenue, Suite 2500,
Chief Financial Officer New York, NY 10021
and Secretary
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by the undersigned as of the 18th day of August, 1999.
NOEL GROUP, INC.
By: /s/ Todd K. West
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Todd K. West
Chief Financial Officer, Vice President -
Finance, Secretary and Treasurer
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 30, 1999 (this
"Agreement") by and between SWENVEST CORPORATION (the "Company"), and each of
the individuals and entities listed on the signature pages hereof (collectively,
the "Holders" and individually, a "Holder").
W I T N E S S E T H:
WHEREAS, Holders are the holders, beneficially and of record, of
the Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred
Stock"), of Carlyle Industries, Inc., ("Carlyle"), and
WHEREAS, Carlyle adopted a 1999 Voluntary Plan of
Recapitalization (the "Recapitalization Plan") pursuant to which it has, among
other things, offered to issue and exchange .620911 of a share of Carlyle's
Common Stock, par value $0.01 per share, for each share of Series B Preferred
Stock surrendered for exchange by each Holder pursuant to the Recapitalization
Plan (the "Preferred Stock Exchange Offer"); and
WHEREAS, Noel Group, Inc. ("Noel") is the principal holder of
Series B Preferred Stock, and has conditioned its acceptance of the Preferred
Stock Exchange Offer upon the occurrence of the purchase of the Preferred
Shares (as hereinafter defined) by the Company pursuant to the terms and
conditions of this Agreement; and
WHEREAS, the Company desires to purchase from each Holder, and
such Holder desires to sell to the Company, on the terms and subject to the
conditions described herein, up to 38.96104% of the shares of Series B Preferred
Stock owned by each such Holder.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and each Holder hereby agree as follows:
1. Transfer of Series B Preferred Stock; Consideration. Subject to the
terms and conditions of this Agreement, concurrently with execution of this
Agreement by each Holder, such Holder shall assign, transfer and deliver to the
Company, a certificate or certificates representing the number of shares of
Series B Preferred Stock which such Holder has elected to transfer pursuant to
this Agreement, as indicated above the signature of such Holder on the signature
page hereof (the "Preferred Shares"), together with a Stock Power in blank duly
executed by such Holder, in consideration for the payment to such Holder of the
amount in cash equal to the sum determined by multiplying the number of
Preferred Shares surrendered for sale by such Holder by $0.7761386 (the
"Purchase Price"), and promptly following delivery to the Company by each
respective Holder of an executed counterpart of this Agreement, a certificate or
certificates representing the Preferred Shares and the required Stock Power, the
Company shall deliver by certified check or wire transfer an amount equal to the
applicable Purchase Price.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to each Holder as follows:
2.1 Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of its organization,
possessed of all requisite corporate power and authority to own and operate its
properties, to carry on its business as now conducted, to enter into this
Agreement, and to perform this Agreement in accordance with its terms.
2.2 Due Authorization. The Company has taken all requisite corporate
action as shall be necessary to authorize the purchase of the Preferred Shares
and to cause this Agreement to be the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.
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2.3 No Company's Defaults. Neither the execution and delivery of this
Agreement, or any such other agreement or instrument by the Company, nor the
consummation of the transactions contemplated hereby or thereby, will (i)
violate, conflict with or result in the breach or termination of, or otherwise
give any other contracting party the right to terminate, or constitute a default
under the terms of, any mortgage, bond, indenture or material agreement to which
the Company is a party or by which the Company or any of its property or assets
may be bound or materially affected, (ii) violate any judgment, order,
injunction, decree or award of any court, administrative agency or governmental
body against, or binding upon, the Company or upon the securities, property or
business of the Company, or (iii) constitute a violation by the Company of any
applicable law or regulation of any jurisdiction as such law or regulation
relates to the Company or to the property or business of the Company.
2.4 Consents. All requisite consents of third parties, including, but not
limited to, governmental or other regulatory agencies, federal, state or
municipal, required to be received by or on the part of the Company for the
execution and delivery of this Agreement and the performance of its obligations
hereunder have been obtained and are in full force and effect. The Company has
fully complied with all conditions of such consents.
2.5 Securities Matters. The Company, together with the Company's
officers, directors and principal shareholders, is a sophisticated investor
possessing such knowledge and experience in financial and business matters as is
required for evaluating the merits and risks of an investment in the Preferred
Shares and Carlyle. The Company is aware that the Preferred Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), and agrees
that such Preferred Shares shall not be sold, hypothecated or otherwise
transferred in the absence of such registration unless such contemplated
transfer is exempt from the registration requirements of the Act. Purchaser is
acquiring the Preferred Shares for its own account and not with a view to the
distribution or resale thereof and with a present intention of holding the
Preferred Shares for purposes of investment.
2.6 Information. The Company acknowledges that Robert A. Levinson, the
President and principal stockholder of the Company, is and for more than a year
has been, the President and Chief Executive Officer of Carlyle, and that as such
Mr. Levinson is fully familiar with the business, financial condition and
prospects of Carlyle.
2.7 Representations and Warranties of Holders. The Company acknowledges
that except for the representations and warranties expressly made in Section 3
hereof, each Holder makes and has made no representations or warranties
concerning the Preferred Shares, or the business, financial condition,
operations or prospects of Carlyle.
3. Representations and Warranties of Each Holder. Each Holder hereby
severally (and not jointly) represents and warrants to the Company as follows:
3.1 Ownership of Preferred Shares. Holder owns the number of shares of
Series B Preferred Stock, as the case may be, indicated above the signature of
Holder on the signature page hereof free and clear of all liens, pledges,
charges, security interests, claims, options or
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encumbrances of any kind whatsoever and pursuant to this Agreement will transfer
the Preferred Shares to the Company free of all liens, pledges, charges,
security interests, claims, options and encumbrances.
3.2 Due Authorization. Holder has all requisite capacity, power and
authority to execute, deliver and perform his obligations under this Agreement.
This Agreement has been duly and validly executed and delivered by Holder and
constitutes the valid, legal and binding obligation of Holder enforceable
against Holder in accordance with its terms.
3.3 No Holder's Defaults. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any statute, ordinance, regulation, order, judgment or decree of any
court or governmental agency, or conflicts with or will result in any breach of
any of the terms of or constitute a default under or result in the termination
of or the creation of any lien upon the Preferred Shares pursuant to the terms
of any contract or agreement to which any of the Holders is a party or by which
any of the Holders or any of their respective assets are bound.
3.4 Consents. All requisite consents of third parties, including, but not
limited to, governmental or other regulatory agencies, federal, state or
municipal, required to be received by or on the part of Holder for the execution
and delivery of this Agreement and the performance of its obligations hereunder
have been obtained and are in full force and effect. Holder has fully complied
with all conditions of such consents.
4. Covenants and Agreements of the Parties.
4.1 Expenses. Each of the parties to this Agreement shall bear its
respective expenses incurred in connection with the preparation, execution and
performance of this Agreement and the transactions contemplated hereby,
including without limitation, all fees and expenses of agents, representatives,
counsel and accountants.
4.2 Brokers. Each of the Holders on the one hand and the Company on the
other hand represent and warrant to the other that each has not employed any
broker, finder or similar agent and no person or entity with which each has had
any dealings or communications of any kind is entitled to any brokerage,
finder's or placement fee or any similar compensation in connection with this
Agreement or the transaction contemplated hereby.
4.3 Further Assurances. In addition to the actions hereunder and the
documents and instruments delivered in accordance herewith, each of the Holders
and the Company shall execute and deliver such other documents and instruments
and take such other action as the other parties may reasonably request in order
to complete and perfect the transactions contemplated by the Agreement.
5. Miscellaneous. This Agreement and all other agreements or instruments
executed, issued or delivered in accordance herewith shall be construed and
enforced in accordance with and governed by the laws of the State of New York
applicable to contracts entered into and to be performed entirely within such
State. This Agreement shall be binding
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upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto. This Agreement embodies the entire agreement
and understanding between each Holder and the Company and supersedes all prior
agreements and understandings relating to the subject matter hereof. The
headings in this Agreement are for the purpose of reference only, and shall not
limit or otherwise affect the meaning hereof. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first above written.
SWENVEST CORP.
By:
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Number of shares of Series B
Preferred Stock to be transferred
by Holder (i.e. the "Preferred Shares"):
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Purchase Price for Preferred Shares ($0.7761386 per
Preferred Share):
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NOEL GROUP, INC.
By:
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Name:
Title:
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