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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): FEBRUARY 3, 1997
EXX INC
(Exact name of registrant as specified in its charter)
NEVADA 1-5654 88-0325271
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
organization) Number)
1359 EAST FLAMINGO ROAD
SUITE 689
LAS VEGAS, NEVADA 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 598-3223
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 3, 1997, Steven Toy Inc, a newly-
formed, wholly-owned subsidiary of the Registrant ("Steven Toy"),
acquired all of the outstanding capital stock of Handi-Pac, Inc.,
d/b/a Steven Manufacturing Co., a Missouri corporation ("Handi-
Pac"). Handi-Pac manufactures and sells several lines of toys,
including "pre-school," "ride-on," "classic" and other educational
toys.
In return for all of the outstanding shares of Handi-Pac
and other valuable consideration, the Registrant paid Bev Taylor,
the sole shareholder of Handi-Pac, the sum of $50,000 and granted
him the right to purchase fifty thousand (50,000) shares of the
Class A Common Stock of the Registrant. In addition, a revocable
trust established by Mr. Taylor, assigned to Hi-Flier, Inc., a
wholly-owned subsidiary of the Registrant ("Hi-Flier"), without
recourse, all of its right, title and interest in certain
Promissory Notes made by Handi-Pac with a principal balance of
$350,000 in exchange for payment by Hi-Flier of $350,000, which
obligations are secured by certain assets of Handi-Pac. The terms
of the transaction were negotiated on an arm's-length basis by non-
affiliated parties.
Handi-Pac's gross sales of approximately $6.0 million
accompanied a net loss of approximately $700,000 in 1996. The precise
gross sales and net loss cannot be determined until an audit of Handi-Pac's
results for 1996 is completed. The Registrant anticipates losses will
continue into 1997. The Registrant hopes that Steven Toy will generate
profits in 1998 and beyond as a manufacturer and seller of toys.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
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Pursuant to Item 7(a)(4) of Form 8-K, the Registrant will file the
required financial statements of Handi-Pac, Inc., d/b/a Steven
Manufacturing Co. and pro forma financial information as soon as is
practicable, but not later than 60 days after the date on which
this report is required to be filed.
(b) Pro forma financial information. See Item 7(a) above.
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(c) Exhibits. See Exhibit Index.
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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 thereunto duly authorized.
Dated: February 17, 1997
EXX INC
By /s/ David A. Segal
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David A. Segal, Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Stock Purchase Agreement dated February 3, 1997, by and
among Steven Toy Inc, a Missouri corporation, Handi-Pac,
Inc. d/b/a Steven Manufacturing Co., a Missouri corporation,
and Bev Taylor, a single person residing in the State of
Missouri.
99.1 Assignment Agreement dated February 3, 1997, by and between
Bev Taylor as sole Trustee of the Bev Taylor Revocable Trust
dated November 25, 1987, as amended January 17, 1990,
February 26, 1992 and February 20, 1996, Bev Taylor as sole
Trustee of the Frances K. Taylor Revocable Trust dated
November 25, 1987, as amended January 17, 1990 and February
26, 1992, Bev Taylor, an individual, and HI-FLIER, INC., a
Nevada corporation.
99.2 Stock Option Agreement dated February 3, 1997, by and among
EXX INC, a Nevada corporation, and Steven Toy Inc., a
Missouri corporation.
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