UNITED STATES
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
June 18, 2002 (Date of earliest event reported)
MATRIXX INITIATIVES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-27646 87-0482806
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2375 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 387-5353
ITEM 5. OTHER EVENTS.
Effective on June 18, 2002, following the receipt of requisite shareholder
approval, Gum Tech International, Inc. merged with and into its wholly-owned
Delaware subsidiary, Matrixx Initiatives, Inc. As a result of the merger, Gum
Tech International, Inc. changed its state of incorporation from Utah to
Delaware and changed its name to "Matrixx Initiatives, Inc."
A summary of the principal reasons for and effects of the merger is
included in Gum Tech International Inc.'s definitive proxy statement for its
2002 annual meeting of shareholders, which was filed with the Securities and
Exchange Commission on May 7, 2002.
A copy of Matrixx Initiatives Inc.'s press release announcing the
effectiveness of the merger and the resulting name change and reincorporation is
attached as an exhibit to this current report.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Agreement and Plan of Merger dated as of June 18, 2002 by and between
Gum Tech International, Inc. and Matrixx Initiatives, Inc.
3.1 Amendment No.1 to Form 8-A(1)
3.2 Certificate of Incorporation of Matrixx Initiatives, Inc.(2)
3.3 Bylaws of Matrixx Initiatives, Inc.(2)
99.1 Matrixx Initiatives, Inc. Press Release dated June 18, 2002 entitled
"Gum Tech Shareholders Approve Name Change to Matrixx Initiatives,
Inc.; Company Announces New Products, Corporate Strategy at Annual
Meeting."
- ----------
(1) Filed June 18, 2002 (File No. 000-27646).
(2) Incorporated by reference to the Registrant's Amendment No.1 to Form 8-A
filed June 18, 2002 (File No. 000-27646).
-2-
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MATRIXX INITIATIVES, INC.
(Registrant)
/s/ William J. Hemelt
----------------------------------------
William J. Hemelt
Executive Vice President, Chief
Financial Officer and Secretary
Date: June 18, 2002
-3-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger dated as of June 18, 2002 by and between
Gum Tech International, Inc. and Matrixx Initiatives, Inc.
3.1 Amendment No.1 to Form 8-A(1)
3.2 Certificate of Incorporation of Matrixx Initiatives, Inc.(2)
3.3 Bylaws of Matrixx Initiatives, Inc.(2)
99.1 Matrixx Initiatives, Inc. Press Release dated June 18, 2002 entitled
"Gum Tech Shareholders Approve Name Change to Matrixx Initiatives,
Inc.; Company Announces New Products, Corporate Strategy at Annual
Meeting."
- ----------
(1) Filed June 18, 2002 (File No. 000-27646).
(2) Incorporated by reference to the Registrant's Amendment No.1 to Form 8-A
filed June 18, 2002 (File No. 000-27646).