HARMONY PRODUCTS INC
8-K, 1996-10-23
AGRICULTURAL CHEMICALS
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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): October 8, 1996


                       -----------------------------------

                             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)



<PAGE>



Item 1(b).  Changes in Control of Registrant

         Harmony Products, Inc. ("Harmony") announced that the non-binding
letter of intent between Cypress Chemical Company and Harmony has expired and
negotiations have terminated. A copy of the press release issued October 8,
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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<PAGE>



                                   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
                                                   ----------------------------
                                                        Gregory R. Gill
                                                        President and Treasurer


Date:  October 23, 1996




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<PAGE>



                                  EXHIBIT INDEX



Exhibit No.                 Description of Exhibits


    99.1          Press Release dated October 8, 1996.


                                        3



                                  EXHIBIT 99.1

For immediate release:  October 8, 1996


               CYPRESS CHEMICAL COMPANY AND HARMONY PRODUCTS, INC.
                                DISCONTINUE TALKS


         Chesapeake, Virginia--Harmony Products, Inc. (OTC Bulletin Board--HRMY)
announced today that the non-binding letter of intent between Cypress Chemical
Company ("Cypress") and Harmony to enter into a transaction in which Cypress
would acquire Harmony has expired and negotiations have terminated.

         After commencing negotiations on the terms of a definitive agreement,
Cypress and Harmony concluded that they would be unable to complete the
transaction on terms consistent with the letter of intent.

         Cypress has expressed its desire to continue to be a contract
production point for certain of Harmony's products in 1997.






For additional information, contact:
         Gregory Gill, President, Harmony Products, Inc., 757-523-2849


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