UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Eagle Pacific Industries, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
269710 10 0
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(CUSIP Number)
William H. Spell
333 South Seventh Street, Suite 2430
Minneapolis, Minnesota 55402
(612) 371-9650
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 23, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
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CUSIP No. 269710 10 0 Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON (ENTITIES ONLY)
William H. Spell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
------------------------ --------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 476,034 (includes 210,000 shares obtainable
BENEFICIALLY upon exercise of stock options)
OWNED BY --------- -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 51,929
WITH
--------- -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
476,034 (includes 210,000 shares obtainable upon
exercise of stock options)
--------- -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
51,929
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,963 (includes 210,000 shares obtainable upon exercise of stock
options)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the
group, as to which Reporting Person disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
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CUSIP No. 269710 10 0 Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON (ENTITIES ONLY)
Harry W. Spell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
------------------------ --------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 326,832 (includes 45,000 shares
SHARES obtainable upon exercise of stock options)
BENEFICIALLY
OWNED BY
--------- -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 30,500
WITH
--------- -------------------------------------------------------
9 SOLE DISPOSITIVE POWER 326,832 (includes 45,000
shares obtainable upon exercise of stock options)
--------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,332 (includes 45,000 shares obtainable upon exercise of stock
options)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the
group, as to which Reporting Person disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
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CUSIP No. 269710 10 0 Page 4 of 11 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON (ENTITIES ONLY)
Bruce A. Richard
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
------------------------ --------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 146,597 (includes 25,000 shares obtainable
BENEFICIALLY upon exercise of stock options)
OWNED BY
--------- --------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
--------- --------------------------------------------
9 SOLE DISPOSITIVE POWER 146,597 (includes
25,000 shares obtainable upon exercise of
stock options)
--------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,597 (includes 25,000 shares obtainable upon exercise of stock
options)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the
group, as to which Reporting Person disclaims beneficial ownership
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
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CUSIP No. 269710 10 0 Page 5 of 11 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON (ENTITIES ONLY)
Richard W. Perkins
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
------------------------ --------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 151,942 (includes 25,000 shares obtainable upon
BENEFICIALLY exercise of stock options)
OWNED BY
--------- --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
--------- --------------------------------------------------------
9 SOLE DISPOSITIVE POWER 151,942 (includes 25,000
shares obtainable upon exercise of stock options)
--------- --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,942 (includes 25,000 shares obtainable upon exercise of stock
options)
----------- -------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the
group, as to which Reporting Person disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2 %
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This filing relates to Common Stock, $.01 par value, of Eagle Pacific
Industries, Inc. (the "Issuer"), 333 South Seventh Street, Minneapolis,
Minnesota 55402.
ITEM 2. IDENTITY AND BACKGROUND.
Set forth below is the following information with respect to each of the
persons filing this Schedule 13D (together the "Reporting Persons"): (a) name;
(b) residence or business address; (c) principal occupation and name, business
and address of employer; (d) information concerning criminal convictions during
the last five years; (e) information concerning civil or administrative
proceedings under state or federal securities laws; and (f) citizenship.
I.
(a) William H. Spell
(b) Eagle Pacific Industries, Inc., 333 South Seventh Street, Minneapolis,
MN 55402.
(c) Chief Executive Officer of Eagle Pacific Industries, Inc.,
333 South Seventh Street, Minneapolis, MN 55402.
(d) Mr. Spell has not during the last five years been convicted in a
criminal proceeding. (e) See footnote (1) below.
(f) United States.
II.
(a) Harry W. Spell
(b) 5735 Long Brake Circle, Edina, MN 55439.
(c) Chairman of the Board of Eagle Pacific Industries, Inc., 333
South Seventh Street, Minneapolis, MN 55402.
(d) Mr. Spell has not during the last five years been convicted in a
criminal proceeding. (e) See footnote (1) below.
(f) United States.
III.
(a) Bruce A. Richard
(b) 2458 Farrington Circle, Roseville, MN 55113.
(c) Vice Chairman of Eagle Pacific Industries, Inc., 333 South
Seventh Street, Minneapolis, MN 55402.
(d) Mr. Richard has not during the last five years been convicted
in a criminal proceeding.
(e) See footnote (1) below.
(f) United States.
IV.
(a) Richard W. Perkins
(b) 730 East Lake Street, Wayzata, MN 55391.
(c) President of Perkins Capital Management, Inc., 730 East Lake
Street, Wayzata, MN 55391.
(d) Mr. Perkins has not during the last five years been convicted
in a criminal proceeding.
(e) See footnote (1) below.
(f) United States.
<PAGE>
(1) During the last five years, none of the Reporting Persons was a party to
any civil proceeding as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Information with respect to each of the Reporting Persons is given solely
by such Report Person and no Reporting Person shall have responsibility for the
accuracy or completeness of information supplied by another Reporting Person.
The Reporting Persons are filing this Schedule 13D because such Reporting
Persons may be deemed to be members of a group for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims
beneficial ownership of any Common Stock beneficially owned by another Reporting
Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons have previously acquired and may in the future
acquire shares of the Issuer's Common Stock from the Issuer in private
placements or upon exercise of options, or in open market or private
transactions, using personal funds. Shares held by Perkins Capital Management,
Inc. (a registered investment advisor), over which Richard W. Perkins exercises
investment power, have been or will be acquired with clients' funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons are all currently members of the Board of Directors
of the Issuer and have been since 1992. One of the Reporting Persons is
currently the Chairman, one is the Vice Chairman and one is the CEO of the
Issuer. The Reporting Persons have been involved together in other companies and
bring a variety of skills and expertise to the Issuer. The Reporting Persons
have individually acquired securities of the Issuer from the Issuer and in open
market transactions and each of them individually anticipates that he will
acquire additional securities of the Issuer in the future. The Reporting Persons
have entered into an agreement which requires that a majority of them approve
any sale of securities of the Issuer by any of the Reporting Persons. This
agreement is designed to keep all of the Reporting Persons interested and
focused on the long term success of the Issuer and recognizes that each of the
Reporting Persons contributes specific expertise to the Issuer through their
positions as Directors and/or officers. The agreement does not require that the
Reporting Persons vote their shares in any specific manner nor act in concert in
connection with any purchase or sale of securities of the Issuer.
The Reporting Persons have no present intention of changing the Board of
Directors, management or business of the Issuer or of making any other material
change in the Issuer.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) William H. Spell beneficially owns 527,963 shares of the Issuer's
Common Stock, representing 7.4% of the shares which would be outstanding
assuming exercise of all options held by Mr. Spell. Of the shares beneficially
held, 21,429 shares are held by Mr. Spell's wife, 30,500 shares are held by the
Spell Family Foundation, and 210,000 shares may be acquired upon exercise of
currently exercisable options. Mr. Spell has (i) sole voting and investment
power over the 266,034 shares and 210,000 options held by him, (ii) shared
voting and investment power with his wife over the shares held by her, and (iii)
shared voting and investment power with Harry W. Spell over the shares held by
the Spell Family Foundation.
(b) Harry W. Spell beneficially owns 357,332 shares of the Issuer's Common
Stock, representing 5.2% of the shares which would be outstanding assuming
exercise of all options held by Mr. Spell. Of the shares beneficially held,
30,500 shares are held by the Spell Family Foundation and 45,000 shares may be
acquired upon exercise of currently exercisable options. Mr. Spell has (i) sole
voting and investment power over the 281,832 shares and 45,000 options held by
him and (ii) shared voting and investment power with William H. Spell over the
30,500 shares held by the Spell Family Foundation.
(c) Bruce A. Richard beneficially owns 146,597 shares of the Issuer's
Common Stock, representing 2.1% of the shares which would be outstanding
assuming exercise of all options held by Mr. Richard. Of the shares beneficially
held, 45,000 shares may be acquired upon exercise of currently exercisable
options. Mr. Richard has sole voting and investment power over the 101,597
shares and 45,000 options held by him.
(d) Richard W. Perkins beneficially owns 151,942 shares of the Issuer's
Common Stock, representing 2.2% of the shares which would be outstanding
assuming exercise of all options held by Mr. Perkins. Of the shares beneficially
held, 11,429 shares are held in a Profit Sharing Trust for Mr. Perkins benefit
and 25,000 shares may be acquired upon exercise of currently exercisable
options. Mr. Perkins has sole voting and investment power over the 115,513
shares and 25,000 options held by him and the 11,429 shares held by the Profit
Sharing Trust.
The following transactions in the Issuer's Common Stock were effected
during the past sixty days:
(a) On January 29, 1998, William H. Spell exercised an option to purchase
15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per
share and on February 23, 1998, Mr. Spell exercised an option to purchase
125,000 shares of the Issuer's Common Stock an exercise price of $.34375 per
share.
(b) On January 29, 1998, Harry W. Spell exercised an option to purchase
15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per
share and on February 23, 1998, Mr. Spell exercised an option to purchase
125,000 shares of the Issuer's Common Stock an exercise price of $.34375 per
share.
<PAGE>
(c) On January 30,1998, Bruce A. Richard exercised an option to purchase
15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per
share.
(d) On January 16, 1998, Richard W. Perkins disposed of 24,000 shares of
the Issuer's Common Stock by gift and on February 1, 1998, Mr. Perkins exercised
an option to purchase 15,000 shares of the Issuer's Common Stock at an exercise
price of $2.00 per share.
(e) On April 6, 1998, Bruce A. Richard exercised an option to purchase
20,000 shares at an exercise price of $1.75 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-SHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons have entered into an agreement which requires that a
majority of them approve any sale of securities of the Issuer by any of the
Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Team Agreement.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 27, 1998. /s/ William H. Spell
William H. Spell
/s/ Harry W. Spell
Harry W. Spell
/s/ Bruce A. Richard
Bruce A Richard
/s/ Richard W. Perkins
Richard W. Perkins
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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1 Team Agreement
Exhibit 1
TEAM AGREEMENT
This agreement is between William Spell, Harry Spell, Bruce Richard and
Dick Perkins, all members of the Board of Directors of Eagle Pacific Industries,
Inc.
The purpose of this agreement is to recognize that William Spell, Harry
Spell, Bruce Richard and Richard Perkins, hereafter referred to as the "team",
have demonstrated that as a team their active involvement in assisting various
corporations has resulted in building shareholder value and earnings. We further
represent that we have dependence on one another's differing abilities, and it
is critical the team continue working together with mutual motivations
(hereafter also referred to as our mutual economic motivation). We further
represent that to preclude any one member from losing mutual motivations through
the sale by any team member of their investment in Eagle, it will require the
majority approval by the group to allow any team member to sell their Eagle
stock.
Said simply, we represent this is intended to cause mutual teaming to be
driven by mutual economic motivation. We further represent that this agreement
is perpetual in nature so long as team members are shareholders.
The team members hereby evidence their mutual concurrence with the terms
and conditions of this Team Agreement, by signing this agreement.
Agree to:
/s/ Harry Spell 2-23-98
Harry Spell Date
/s/ William Spell 2-23-98
William Spell Date
/s/ Bruce A. Richard 2-20-98
Bruce Richard Date
/s/ Richard Perkins 2-23-98
Richard Perkins Date
