<PAGE>
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 earliest event reported) January 10, 1997
INTERIORS, INC.
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23702 13-3590047
(Commission File Number)(IRS Employer Identification
Number)
320 Washington Street, Mt. Vernon, New York 10553
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(914) 665-5400
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Discontinuation of operations and Dissolution of Italia
Collection, Inc.
On December 16, 1996, the Board of Directors of Interiors,
Inc., a Delaware corporation (the "Registrant") decided to
discontinue and dissolve the Registrants Italia Collection, Inc.
("Italia") subsidiary because of declining revenues and high
operating costs. On December 27, 1996 a Notice of Public Auction
was distributed by Italia, advising all interested parties that a
public auction of all the assets of Italia consisting of molds,
equipment, models, and inventory listed in a Security Agreement
entered into between Italia, as debtor, and United Credit
Corporation, as secured party, was to occur because of the default
of Italia in making payments due thereunder, and there being due to
the secured party approximately $1,094,028 plus legal fees and
expenses of the sale. The auction took place on January 10, 1997
and the Registrant was the successful bidder. The Registrant
thereby acquired all of the assets of Italia in consideration of a
payment of $2,000 and Registrants agreeing to assume all of the
liabilities of Italia to United Credit Corp., which as of January
31, 1997 totaled $811,628. Due to certain cancellation of debts
owed by Italia, the Registrant will be reversing approximately
$116,000 of liabilities for the quarter ended December 31, 1996.
Item 7. Financial Statements and Exhibits
Exhibit
No. Document
3.5(a) Certificate of Dissolution of Italia Collection, Inc.,
dated December 16, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly authorized and caused the
undersigned to sign this Report on the Registrant's behalf.
INTERIORS, INC.
By: /s/Max Munn
---------------------------
Max Munn
President
Dated: February 11, 1997
<PAGE>
Exhibit 3.5(a)
CERTIFICATE OF DISSOLUTION
OF ITALIA COLLECTION, INC.
Italia Collection, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify that:
1. The name of the Corporation is Italia Collection, Inc.
2. Dissolution of the Corporation has been authorized by all of the
stockholders of the Corporation entitled to vote on a dissolution in accordance
with Section 275(c) of the General Corporation Law of the State of Delaware (the
"DGCL").
3. The date the dissolution of the Corporation was authorized is
December 16, 1996.
4. The names and addresses of the directors and officers of the
Corporation are as follows:
Director:
/s/ Max Munn
- --------------------------------- ---------------------------------
Max Munn 320 Washington Street
Mount Vernon, NY 10553
Officers:
/s/ Max Munn
- --------------------------------- ---------------------------------
Name Address: 320 Washington Street
Mount Vernon, NY 10553
5. In lieu of a meeting and vote thereat of the stockholders, the
stockholders have given their unanimous written consent to the dissolution in
accordance with Section 228 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Dissolution to be duly executed this 16th day of December, 1996.
ITALIA COLLECTION, INC.
By: /s/ Max Munn
-----------------------------
Name: Max Munn
Title: President
