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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): July 15, 1998
VERDANT BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-18921 41-0848688
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
9555 James Avenue South, Suite 200, Bloomington, Minnesota 55431-2543
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612)703-3300
RINGER CORPORATION
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(Former name, if changed since last report)
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Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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Not applicable.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not applicable.
Item 5. Other Events.
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(a) Name change; NASDAQ Symbol.
Registrant changed its name to Verdant Brands, Inc. as of July 15,
1998. As of July 27, 1998 its common stock will trade under the symbol
"VERD" on the Nasdaq National Market.
(b) Amendment to the Articles of Incorporation.
On July 15, 1998, the Registrant filed an amendment to its Articles of
Incorporation with the Minnesota Secretary of State, a copy of which
is included as Exhibit 3.1 hereto and is incorporated by reference
herein.
(c) Press Release.
On July 20, 1998, the Registrant issued a Press Release announcing its
name change to Verdant Brands, Inc. and a statement that the
Registrant intended to begin using the symbol "VERD" on the Nasdaq
National Market on July 27, 1998.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibits are filed herewith. The exhibit
numbers correspond with Item 601(b) of Regulation S-K.
Exhibit No. Description
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3.1 Copy of the Registrant's Amendment to its
Articles of Incorporation.
99.1 Copy of Press Release dated July 20, 1998.
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 hereunto duly authorized.
VERDANT BRANDS, INC.
By: /s/ Mark G. Eisenschenk
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Mark G. Eisenschenk
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Page
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3.1 Copy of the Registrant's Amendment
to its Articles of Incorporation Electronically filed
99.1 Copy of Press Release dated July 20, 1998. Electronically filed
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Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
RINGER CORPORATION
1. The name of the corporation is Ringer Corporation, a Minnesota corporation.
2. The amendment adopted is:
Article 1 of the Company's Restated Articles of Incorporation is hereby
amended to read in its entirety as follows:
ARTICLE 1. NAME
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The name of the corporation is Verdant Brands, Inc.
3. The amendment has been adopted pursuant to Chapter 302A of the Minnesota
Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, the Chairman, President and Chief
Executive Officer of Ringer Corporation, being duly authorized on behalf of
Ringer Corporation, has executed this document this 15th day of July, 1998.
/s/ Stanley Goldberg
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Stanley Goldberg,
Chairman, President and Chief
Executive Officer
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
VERDANT BRANDS, INC.
9555 JAMES AVENUE SOUTH, SUITE 200
BLOOMINGTON, MINNESOTA 55431
(612) 703-3300
RELEASE DATE: July 20, 1998
RELEASE SOURCE CONTACT: Mark Eisenschenk, Executive Vice President
RINGER CORPORATION CHANGES NAME TO VERDANT BRANDS, INC.
Minneapolis, MN, -- Ringer Corporation announced that effective immediately the
company will begin operating under its new corporate name "Verdant Brands, Inc."
In addition, beginning July 27, 1997, the new trading symbol of "VERD" will
become effective for its common stock traded on the NASDAQ National Market
System. The company's current symbol of "RING" will be used until that date.
Commenting on the name change, Verdant Brands Chairman, President and Chief
Executive Officer, Stanley Goldberg, said, "This name change, which was
overwhelming approved by our shareholders at our last annual meeting, reflects a
new corporate identity which has been evolving over the past few years. We are
no longer just a niche environmental lawn and garden business. Our recent
acquisitions coupled with our improved operating results has transformed us into
a growth oriented company with nationally recognized brands, retail and
commercial distribution and an excellent array of environmental, traditional and
hybrid technologies."
Goldberg, further stated, "The word verdant is defined as "green" and in
consumer research elicited strong imagery of green, lush fields, corporate
strength and success. It is a word that intimates both the company's goals for
profitable growth as well as the global promise that links the company's brands
and products -- to create a greener, healthier environment."
Verdant Brands, Inc. is a leading developer and supplier of pesticides and
fertilizers to the retail and professional markets. The Company utilizes a
variety of national, proprietary and private label brands, including Ringer(R),
Safer(R), Dexol(R), Black Leaf(R) and AllPro(R). Its stock is traded on the
NASDAQ National Market System under the symbol RING through July 26, 1998 and
the symbol VERD beginning July 27, 1998.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information contained in this press release, other than historical information,
should be considered forward-looking and may be subject to the following risks
and uncertainties. There is no assurance that the company will continue to grow
or achieve its goals regarding profitable operations.
FOR MORE INFORMATION ON VERDANT BRANDS, INC. VIA FACSIMILE AT NO COST,
SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE COMPANY CODE TICKER RING.
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