<PAGE> 1
U.S. 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): November 20, 2000
VERDANT BRANDS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-26507 41-0848688
---------------------------- ------------------------- -----------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) Identification No.)
9555 James Avenue South, Suite 200, Bloomington, Minnesota, 55431-2543
----------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (952) 703-3300
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index Appears on Page 4
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On November 20, 2000, Verdant Brands, Inc., a Minnesota corporation
("Verdant"), announced the sale of the inventories and operating assets of the
environmentally-sensitive U.S. product lines of its Retail Division to
Woodstream Corporation. The Retail Division consists of the
environmentally-sensitive product lines (sold in the U.S. and Canada under the
Safer(R), SureFire(TM), and Ringer(R) brand names) and the traditional product
lines (sold under Dexol(R), Black Leaf(R) and various private label lines). The
sale to Woodstream Corporation was completed on November 17, 2000 for a cash
sales price of $8,090,012. The operating assets of the Retail Division's
traditional product lines were sold on November 30, 2000 for $500,000 to HPI,
Inc. The Safer, Ltd. retail assets located in Ontario, Canada comprise the
remaining balance of the Retail Division assets and are expected to be sold for
approximately $750,000 to Woodstream Corporation in December, 2000. All sales
proceeds, after payment of selling expenses, were applied to reduce Verdant's
secured line of credit with its senior lender.
HPI, Inc., has been a supplier to the Retail Division and is currently
owed approximately $1,830,000.
The operating results and identifiable assets of the Retail Division
are discussed in Note 8 of the Business Segments in Form 10-Q for the period
ending September 30, 2000.
The press release describing the sale of the United States
environmentally-sensitive product lines to Woodsteam Corporation, which is filed
as Exhibit 99.1 to this Form 8-K, is hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
---------- -----------
99.1 Press Release describing the sale of the
environmentally-sensitive products line.
Page 2 of 4 Pages
Exhibit Index Appears on Page 4
<PAGE> 3
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.
Date: December 4, 2000
VERDANT BRANDS, INC.
By: /s/ H. Michael Blair
-----------------------------------
H. Michael Blair
Chief Financial Officer
Page 3 of 4 Pages
<PAGE> 4
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Press Release describing the sale of the
environmentally-sensitive product lines.
Page 4 of 4 Pages