UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
269719 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)
December 31, 1997
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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>
SCHEDULE 13D
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CUSIP No. 269719 10 0 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William H. Spell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX 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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 351,034 (includes 225,000 shares obtainable
OWNED BY upon exercise of stock options)
EACH --------- --------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 51,929
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9 SOLE DISPOSITIVE POWER
351,034 (includes 225,000 shares obtainable
upon exercise of stock options)
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10 SHARED DISPOSITIVE POWER
51,929
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,963 (includes 225,000 shares obtainable upon exercise of stock
options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.01 par value
(b) Eagle Pacific Industries, Inc.
333 South Seventh Street, Suite 2430
Minneapolis, Minnesota 55402
Item 2. Identity and Background.
(a) William H. Spell
(b) 333 South Seventh Street, Suite 2430
Minneapolis, Minnesota 55402
(c) Mr. Spell is Chief Executive Officer of the Issuer
(See Item 1 for address).
(d) Mr. Spell has never been convicted in a
criminal proceeding.
(e) Mr. Spell has not been 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.
(f) Mr. Spell is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
Effective December 31, 1997, Mr. Spell received an option to purchase
100,000 shares of the Issuer's Common Stock at an exercise price of $.75 per
share in connection with the assumption by the Issuer of outstanding options to
purchase stock of Eagle Plastics, Inc. upon the merger of Eagle Plastics, Inc.
into the Issuer. No consideration was paid by Mr. Spell for the granting of such
option.
Item 4. Purpose of Transaction.
The option described in Item 3 was granted to Mr. Spell by Eagle Plastics,
Inc. and assumed by the Issuer as part of the Issuer's policy of granting stock
options to retain and attract key employees and nonemployee directors who
contribute to the Issuer's success.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Mr. Spell beneficially owns 372,463 shares of the Issuer's Common Stock,
representing 5.5% of the shares of Common Stock outstanding. Of such shares,
126,034 shares are held directly by Mr. Spell, 225,000 shares are obtainable
upon exercise of presently exercisable options and 21,429 shares are held by Mr.
Spell's wife. Mr. Spell has sole voting and dispositive power over 126,034
shares owned directly by him and 225,000 shares obtainable upon exercise of
stock options, and shares voting and dispositive power with his wife over 21,429
shares.
In addition to receipt of the option described in Item 4, the following
transactions in the Issuer's securities were effected during the past 60 days:
(a) On August 4, 1997, Mr. Spell acquired, in a market transaction,
10,000 shares of Common Stock at a price of $2.625 per share.
(b) On August 5, 1997, Mr. Spell acquired, in a market transaction,
3,000 shares of Common Stock at a price of $2.625 per share.
(c) On September 10, 1997, Mr. Spell acquired, in a market
transaction, 6,000 shares of Common Stock at a price of $2.625
per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
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: January 26, 1998.
/s/ William H. Spell
William H. Spell
