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): December 1, 1997
Noel Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19737 13-2649262
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
667 Madison Avenue, New York, New York 10021
(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 371-1400
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 1, 1997, Noel Group, Inc. ("Noel") distributed (the
"Distribution") approximately 2,205,814 shares of common stock, par value $.01
per share ("Carlyle Common Stock"), of Carlyle Industries, Inc. ("Carlyle") at
the rate of 0.107246 shares of Carlyle Common Stock for each share of Common
Stock, par value $.10 per share ("Noel Common Stock"), of Noel issued and
outstanding on the November 21, 1997 record date. The Distribution was made
pursuant to the Plan of Complete Liquidation and Dissolution adopted by the
Board of Directors on May 21, 1996 and approved by the shareholders at a Special
Meeting of Shareholders held on March 19, 1997.
Carlyle is a distributor of a line of home sewing and craft
products, principally buttons.
On December 5, 1997, pursuant to an Agreement and Plan of Merger
dated November 6, 1997 (the "Merger Agreement") by and among Curtis Industries,
Inc. ("Curtis"), Paragon Corporate Holdings, Inc. ("Paragon") and Curtis
Acquisition Corp. ("Merger Subsidiary"), a wholly-owned subsidiary of Paragon,
Merger Subsidiary was merged with and into Curtis. Under the Merger Agreement
Curtis shareholders received a total of $22,200,000 for all of the outstanding
shares of preferred stock and common stock of Curtis, comprising cash totalling
$6,500,000 and two year 7% interest bearing notes in the aggregate principal
amount of $15,700,000 secured by letters of credit. Noel received approximately
$4,300,000 in cash and a note for approximately $10,400,000 for all of its
holdings of Curtis.
Curtis is a distributor of fasteners, security products,
chemicals, automotive replacement parts, fittings and connectors, tools and
hardware.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Not Applicable.
(b) Pro forma financial information. No pro forma financial information is
required pursuant to Article 11 of Regulation S-X.
(c) Exhibits
2.1 Plan of Complete Liquidation and Distribution (incorporated by
reference to Exhibit A to the
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Noel Proxy Statement for the Special Meeting of Shareholders on
March 19, 1997).
2.2 Agreement and Plan of Merger dated November 6, 1997 among Paragon
Corporate Holdings, Inc., Curtis Acquisition Corp. and Curtis
Industries, Inc. (A list of schedules to the agreement is set
forth therein. The registrant agrees to furnish to the Securities
and Exchange Commission supplementally, upon request, a copy of
any such schedules.)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NOEL GROUP, INC.
(Registrant)
Dated: December 15, 1997 By: /s/ Todd K. West
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Todd K. West
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
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