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): September 2, 1999
Eagle Pacific Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-18050 41-1642846
(Commission File Number) (I.R.S. Employer Identification Number)
2430 Metropolitan Centre
333 South Seventh Street
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 371-9650
(Registrant's Telephone Number, Including Area Code)
--------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On September 2, 1999, Eagle Pacific Industries, Inc. (the "Registrant") entered
into an Agreement and Release with Larry D. Schnase. Pursuant to the Agreement,
Mr. Schanse resigned, effective September 2, 1999, from the Registrant's Board
of Directors and completely relinquished all of his equity ownership in the
Registrant. Mr. Schnase sold to the Registrant, all of the Registrant's shares
of Common Stock and options to purchase Common Stock owned by Mr. Schnase for a
net aggregate purchase price of $1,091,454.
The Registrant purchased 555,265 shares of its Common Stock owned by Mr. Schnase
at $2.60 per share, subject to the following adjustment. The Registrant agrees
to pay an additional forty cents ($0.40) per share if the Registrant consummates
its proposed acquisition of Pacific Western Extruded Plastic Company, and the
Registrant agrees to pay an additional twenty cents ($0.20) per share if,
following the closing of the Registrant's proposed acquisition, the average
closing price of the Registrant's Common Stock equals or exceeds $3.625 per
share for the two day period following the consummation of the acquisition. In
addition, if the Registrant closes its proposed acquisition and the average
closing price of its Common Stock equals or exceeds $3.625 per share for the
two-day period following the closing of the acquisition, the Registrant agrees
to purchase from Mr. Schnase, for $7,000, unexercised options to purchase an
aggregate of 48,860 shares of the Registrant's Common Stock.
Item 7. Financial Statement and Exhibits
A. Financial statements of businesses acquired.
Not applicable.
B. Pro forma financial information.
Not applicable.
C. Exhibits.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation S-K.
Exhibit No. Description
10.1 Agreement and Release dated September 2, 1999 between the
Registrant and Larry D. Schnase.
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.
Eagle Pacific Industries, Inc.
Date: September 15, 1999 By /s/ William H. Spell
Chief Executive Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
Eagle Pacific Industries, Inc.
Exhibit No. Description
10.1 Agreement and Release dated September 2, 1999 between the
Registrant and Larry D. Schnase.