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): August 10, 1999
Noel Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19737 13-2649262
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
667 Madison Avenue, New York, New York 10021
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 371-1400
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 10, 1999, pursuant to a Stock Purchase Agreement dated as of
July 30, 1999, by and between Swenvest Corporation ("Swenvest") and each of the
Holders as defined therein, Noel Group, Inc. ("Noel"), as a Holder, sold
3,865,289.08 shares of the Series B Preferred Stock, par value $.01 per share
("Preferred Stock"), of Carlyle Industries, Inc. ("Carlyle") to Swenvest in
consideration for $3 million in cash.
In addition, in connection with Carlyle's voluntary plan of
recapitalization, on August 13, 1999, Noel received 2,559,594 shares of Carlyle
Common Stock, par value $.01 per shares ("Common Stock"), in respect of accrued
dividends on the Preferred Stock, and on August 13, 1999, Carlyle redeemed
Noel's remaining 6,055,619.29 shares of Preferred Stock in consideration for
3,760,000 shares of Carlyle Common Stock issued to Noel.
Noel intends to distribute the cash proceeds from Swenvest and the
Carlyle Common Stock received in respect of dividends and in consideration for
the redemption of its Preferred Stock to its stockholders and/or to a trust for
the benefit of its stockholders, pursuant to the Plan of Complete Liquidation
and Dissolution adopted by Noel stockholders in March 1997.
ITEM 5. OTHER EVENTS.
On August 18, 1999, in furtherance of Noel's Plan of Complete
Liquidation and Dissolution, Noel filed a certificate of dissolution with the
Delaware Secretary of State.
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 Noel Proxy Statement for
the Special Meeting of Shareholders on March
19, 1997).
3.1 Certificate of Dissolution of Noel Group,
Inc. filed with the Delaware Secretary of
State on August 18, 1999.
10.1 Stock Purchase Agreement, dated as of July
30, 1999, by and between Swenvest
Corporation and each of the Holders defined
therein.
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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: August 25, 1999 By: /s/ Todd K. West
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Name: Todd K. West
Title: Chief Financial Officer, Vice
President-Finance, Secretary
and Treasurer
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