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 14, 1996 HARLYN PRODUCTS, INC. (Exact name of Registrant as specified in its charter) California 0-7473 95-2251026 (State or other Commission (IRS Employer Jurisdiction File Number Identification No.) of Incorporation) 1515 South Main Street Los Angeles, California 90015 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (213) 746-0745 Item 4. Acquisition or Disposition of Assets ------------------------------------ On November 14, 1996, the Registrant completed the sale of its wholly-owned subsidiary, Harlyn International Company, Ltd., located in Bangkok, Thailand, to L.L. Knickerbocker Company, Inc. The sale was effective as of July 1, 1996 and the proceeds were used to pay bank debt and for the costs of the transaction. Item 5. Other Events ------------ Subsequent to November 15, 1996, three of the Registrant's outside directors, William Hood, James B. Freedman, and Roger Kuppinger, resigned. Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 1 4.a. Stock Purchase Agreement by and among Harlyn Products, Inc., Harlyn International Company, Ltd. and L.L. Knickerbocker Co., Inc. b. First Amendment to Stock Purchase Agreement; and c. Second Amendment to Stock Purchase Agreement. SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 26, 1996. HARLYN PRODUCTS, INC. (Registrant) /s/ EDWARD DUDZIAK By: EDWARD DUDZIAK, President