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): December 2, 1997
BPI Packaging Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-10648 04-2997486
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
455 Somerset Avenue, Dighton, Massachusetts 02764
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 824-8636
(Former name or former address, if changed since last report)
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Item 8. Change in Fiscal Year
On December 2, 1997, the Board of Directors of the Company adopted a
change of fiscal year from a 52-53 week fiscal year ending on the Friday closest
to February 28 to a calendar year ending on December 31. The change will become
effective immediately. The Company's last fiscal year ended February 28, 1997
and the Company's current fiscal year will end December 31, 1997.
As a result of the change, the Company will be filing a transition
report on Form 10-K for the 10- month period ended December 31, 1997 on or about
March 31, 1998. The change will not effect the filing of the Form 10-Q for the
period ended November 28, 1997 which the Company expects to file on or about
January 13, 1998.
Item 9. Sale of Equity Securities Pursuant to Regulation S
From December 2, 1997 through December 17, 1997, the Company sold an
aggregate of 872,000 shares of its common stock, $.01 par value per share (the
"Common Stock") to four non-US accredited investors (the "Reg S Purchasers") in
reliance upon the transaction exemption afforded by Regulation S ("Regulation
S") as promulgated by the Securities and Exchange Commission ("SEC"), under the
Securities Act of 1933, as amended, (the "Act"). In conjunction with the sale of
Common Stock, each Reg S Purchaser signed a subscription agreement confirming
its compliance with Rules 902 and 903 of Regulation S. In addition, the Company
sold 222,223 shares of Common Stock to one accredited U.S. investor (the "Reg D
Purchaser") in reliance upon the transaction exemption afforded by Regulation D
("Regulation D") as promulgated by the SEC, under the Act. The Reg D Purchaser
signed a signed agreement confirming its status as an accredited investor. The
Company received gross proceeds totaling $1,004,800 from the sale of the Common
Stock to the Purchasers.
Newport Capital Partners (the "Advisor"), of Newport, Rhode Island,
provided financial advisory services in connection with the offering and
received a fee of $126,620. The Advisor will also receive warrants to purchase
Common Stock at the rate of one warrant for every 10 shares sold in the
offering. The warrants will be exercisable for five years at a price equal to
120% of the price at which the Common Stock was sold.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BPI PACKAGING TECHNOLOGIES, INC.
By: /s/ Dennis N. Caulfield
Dennis N. Caulfield
Chairman and Chief Executive Officer
Date: December 17, 1997
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