SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 25, 1996
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HARMONY PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
0-19979 54-1529382
(Commission File Number) (I.R.S. Employer Identification No.)
808 Live Oak Drive, Suite 126
Chesapeake, Virginia 23330
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (757) 523-2849
(Former name or former address, if changed since last report)
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Item 1(b). Changes in Control of Registrant
Harmony Products, Inc. ("Harmony") has entered into a Plan and
Agreement of Merger with Environmental Fertilizer Corporation ("EFC"), dated
November 21, 1996, pursuant to which EFC would acquire all of the outstanding
shares of Harmony for $2.00 per share in cash. The consummation of the
transaction would result in a change of control of Harmony. A copy of the press
release issued November 25, 1996, is included with this report as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The exhibits on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Form 8-K and the Exhibit Index is
incorporated herein by reference.
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SIGNATURES
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.
HARMONY PRODUCTS, INC.
By: /s/ Gregory R. Gill
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Gregory R. Gill
President and Treasurer
Date: November 25, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibits
99.1 Press Release dated November 25, 1996.
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EXHIBIT 99.1
For immediate release: November 25, 1996
HARMONY PRODUCTS, INC., ANNOUNCES MERGER
Chesapeake, Virginia--Harmony Products, Inc., (OTC Bulletin
Board--HRMY) announced today that it has entered into a Definitive Merger
Agreement with Environmental Fertilizer Corporation (EFC), pursuant to which EFC
would acquire all of the outstanding shares of Harmony for $2.00 per share in
cash, or approximately $3.2 million. EFC is a private company located in
Richmond, Virginia, that has been formed by a small group of investors for the
purpose of acquiring Harmony. Effective prior to the date of the Merger
Agreement, each member of Harmony's Board of Directors agreed to subscribe for
non-voting, non-convertible preferred stock of EFC. The purchase price of the
preferred stock equals the amount directors will receive for their shares of
Harmony stock pursuant to the merger with EFC.
The consummation of the transaction is subject to approval by the
shareholders of Harmony at a special shareholders' meeting scheduled for late
December, 1996, regulatory review by the Securities and Exchange Commission, and
certain conditions to be met by Harmony and EFC, including closing by December
31, 1996. No assurance can be given that the transaction will close.
EFC will operate under the name "Harmony Products". Its offices will
remain in Chesapeake, Virginia, with existing employees.
Harmony markets organic and organic base fertilizers under the Harmony,
EconoGrow, TopCoat and COMPLETE brand names and licenses its technology for the
conversion of organic wastes to granular, slow nutrient release, premium
fertilizers.
For additional information, contact:
Gregory Gill, President, Harmony Products, Inc., 757-523-2849
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