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
Date of Report (Date of Earliest Event Reported): August 9, 1996
U.S. HOME & GARDEN,INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19899 77-0262908
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
655 Montgomery Street, Suite 830, San Francisco, CA 94111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 415-616-8111
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Former name or former address, if changed since last report
Item 2. Stock Acquisition.
On August 9, 1996 (the "Closing"), Easy Gardener Acquisition Corp.
("EGAC"), a Delaware corporation and Registrant's wholly-owned subsidiary
acquired all of the outstanding capital stock (the "Acquisition") of Weatherly
Consumer Products Group, Inc. pursuant to the stock purchase agreement, dated
August 9, 1996 (the "Purchase Agreement"), by and among Registrant, EGAC,
Weatherly Consumer Products Group, Inc. and all of its stockholders (the
"Weatherly Stockholders").
Weatherly Consumer Products Group, Inc., its affiliates and/or subsidiaries
(collectively, "Weatherly") are engaged in the manufacture and sale of
fertilizer, watering, insecticide and garden netting products (the "Business").
As consideration for the Acquisition, the Weatherly Stockholders received
(i) an aggregate of 1,000,000 shares of the issued and outstanding Common Stock
of Registrant (the "Registrant's Shares") and (ii) an aggregate sum of
$22,937,321, less that amount required to discharge certain outstanding
indebtedness of Weatherly, as more particularly set forth in the Purchase
Agreement, and adjusted dollar for dollar based upon the value of the Net
Current Assets (as defined in the Purchase Agreement) of Weatherly at the
Closing. The consideration paid for the Business was determined by negotiations
among the representatives of EGAC, Registrant and Weatherly.
In conjunction with the Acquisition by EGAC:
(a) Registrant agreed to file as expeditiously as possible after the
Closing a registration statement with respect to the Registrant's Shares and to
use its best efforts to cause such registration statement to be declared
effective at the earliest date reasonably practicable and to remain effective
until the second anniversary of the Closing subject to a 6-month Withdrawal
Period, as defined and more particularly described in the Purchase Agreement.
(b) Registrant agreed to issue pro ratably to the Weatherly Stockholders
who still possess Registrant's Shares at the one year anniversary of the
Closing, additional shares of its Common Stock, as more particularly set forth
in the Purchase Agreement, in the event the average of the closing bid and ask
prices of the Common Stock, on the NASDAQ Small-Cap Market, for the ten trading
days preceding such anniversary is less than $3.00.
(c) All the members of the boards of directors for Weatherly resigned,
effective as of the Closing, whereupon each of Robert L. Kassel and Richard J.
Raleigh, officers and directors of Registrant and EGAC, and Lynda G. Gustafson,
an
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employee of Registrant, were elected as directors and officers of
Weatherly.
Simultaneous with the Closing:
1. Weatherly Consumer Products, Inc. ("WCP") and each of Hills and Jackson
entered into separate Non-Competition Agreements, whereby WCP paid to each of
Hills and Jackson $250,000, and each of Hills and Jackson agreed, for a period
of twenty years, not to interfere with the operation of the Business or to
engage or become interested, directly or indirectly, in a competitive enterprise
as specified in the Non-Competition Agreements.
2. With respect to the Registrants's Shares, each Weatherly Stockholder
executed a Lock-Up Agreement, whereby each Weatherly Stockholder agreed not to
transfer or dispose of more than an aggregate of twenty-five percent of any
securities of Registrant acquired and beneficially owned by such Weatherly
Stockholder prior to the six (6) months anniversary of the Closing and
thereafter until the year anniversary of the Closing, of no more than an
aggregate of fifty percent of any such securities.
The source of the consideration paid for the Business was shares of common
stock of Registrant contributed to EGAC and cash procured by EGAC.
The descriptions of the Purchase Agreement and other agreements described
herein are qualified in their entirety by reference to the copy of the Purchase
Agreement and the other agreements which are filed exhibits to this Report and
which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
A. Financial Statements of the Business Acquired.
It is impractical to provide the required financial information at this
time. The required financial information for the business acquired will be filed
under cover of Form 8 within 60 days of the date this Form 8-K was required to
be filed.
B. Pro Forma Financial Information and Exhibits.
It is impracticable to provide the required pro forma financial information
at this time. The required pro forma financial information will be filed under
cover of Form 8 within 60 days of the date this Form 8-K was required to be
filed.
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C. Exhibit 10.1 - Purchase Agreement, dated as of August 9, 1996, by and
among Registrant, EGAC, Weatherly and the Weatherly Stockholders.
D. Exhibit 10.2 - List of Omitted Schedules/Exhibits to Purchase
Agreement.
E. Exhibit 10.3 - Lock-up Agreement, dated August 9, 1996 between
Registrant and the Weatherly Stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. HOME AND GARDEN, INC.
By:/s/ Richard K. Raleigh
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Richard K. Raleigh,
Chief Operating Officer
Date as of August 22, 1996
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