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 8, 2006
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US 1 INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Indiana 1-8129 95-3585609
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
336 West US Hwy 30, Suite 201, Valparaiso, Indiana 46385
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (219) 476-1300
________________________
Not Applicable
____________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
US 1 Industries, Inc. (the "Company") issued a Convertible
Subordinated Promissory Note in the amount of $1,975,000 payable to Michael
E. Kibler ("Kibler"), the Chief Executive Officer of the Company, and issued
an additional Convertible Subordinated Promissory Note in the amount of
$1,975,000 payable to Harold E. Antonson ("Antonson"), the Chief Financial
Officer of the Company (collectively, the "Notes"). The Notes have been
issued in exchange for the cancellation of certain notes (the "Cancelled
Notes") issued by the Company to Kibler, Antonson and August Investment
Partnership, in which Kibler and Antonson are the controlling partners.
The Cancelled Notes bore interest at prime rate plus 0.75% (9% as of
September 30, 2006) per annum and were scheduled to mature in October 2007.
The $3,950,000 aggregate principal amount of the Notes is equal to the
principal amount and accrued interest owed on the Cancelled Notes.
Each of the Notes bears interest, at a rate equal to the prime rate minus
one percent per year (the "Initial Interest Rate"), which interest shall
accrue from September 22, 2006, and is due and payable in full, plus accrued
and unpaid interest, on September 22, 2007 (the "Maturity Date"). In the
event that the full principal amount of the Notes is not paid in full on or
prior to the Maturity Date, interest at a rate equal to the Initial Interest
Rate plus three percent (3%) per annum shall continue to accrue on the
balance of any unpaid principal until such balance is paid. At the holder's
option, each Note is convertible into shares of the Company's common stock
(the "Conversion Shares"). The Conversion Shares shall be determined by
dividing the aggregate amount of principal outstanding under the applicable
Note, including accrued interest, by the Conversion Price (as defined in the
Notes). The initial Conversion Price will be $1.48, which shall be adjusted
to reflect any stock splits, subdivisions or reverse stock splits. In
addition, the right to convert the Notes terminates upon the maturity of the
Notes.
Copies of the Notes payable to Kibler and Antonson are attached hereto
as Exhibits 10.1 and 10.2 respectively and incorporated by reference into
this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 1.01 of this Current Report
with respect to the issuance of the Notes is incorporated by reference into
this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Convertible Subordinated Promissory Note due September 22, 2007,
with Michael E. Kibler
10.2 Convertible Subordinated Promissory Note due September 22, 2007,
with Harold E. Antonson
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.
US 1 INDUSTRIES, INC.
Dated: November 9, 2006 By: /S/ Michael E. Kibler
___________________________________
Name: Michael E. Kibler
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
________________ _______________________
10.1 Convertible Subordinated Promissory Note due September 22, 2007,
with Michael E. Kibler
10.2 Convertible Subordinated Promissory Note due September 22, 2007,
with Harold E. Antonson