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: June 28, 2002
ACORN PRODUCTS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-22717 22-3265462
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization)
390 W. Nationwide Boulevard
Columbus, Ohio 43215
(614) 222-4400
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
None
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On July 2, 2002, Acorn Products, Inc. (the "Company") issued a
press release announcing that it had completed a transaction where entities
representing a majority of the Company's shareholders invested $18 million for
the purpose of repaying outstanding indebtedness. The Company also executed a
five-year $45 million credit facility consisting of a $12.5 million term and a
$32.5 million revolving credit component. A copy of the credit agreement is
included as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
The press release is included as Exhibit 99.1 to this Form 8-K and is
incorporated herein by this reference. In connection with the transaction, the
Company filed a Certificate of Designation creating a new series of Preferred
Stock, a copy of which is included as Exhibit 3.1 and incorporated by reference
herein. The Purchase Agreement relating to the $18 million investment is
included as Exhibit 10.2 and incorporated herein by reference. In connection
with the investment, the Company entered into a Stockholders' Rights Agreement
and Registration Rights Agreements which are included as Exhibits 10.3, 10.4 and
10.5 to this Form 8-K and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
3.1 Certificate of Designation of, Preferences and
Relative, Participating, Optional and other
Special Rights and Qualifications, Limitations
and Restrictions of Series A Convertible
Preferred Stock of Acorn Products, Inc.
10.1 Revolving Credit, Term Loan and Security
Agreement among Acorn Products, Inc. and
Uniontools, Inc. as Borrower, CapitalSource
Finance LLC, as Agent and Lender and other
Lenders thereto, dated as of June 28, 2002.
10.2 Purchase Agreement by and among Acorn Products,
Inc. and Uniontools, Inc. as Issuers and TCW
Special Credits and OCM Principal Opportunities
Fund, L.P. as Purchasers, dated as of June 26,
2002.
10.3 Stockholders' Rights Agreement by and among Acorn
Products, Inc. and OCM Principal Opportunities
Fund, L.P., Houlihan Lokey Howard & Zukin
Capital, LLC and CapitalSource Holdings LLC,
dated as of June 28, 2002.
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10.4 Registration Rights Agreement by and among Acorn
Products, Inc. and OCM Principal Opportunities
Fund, L.P., Houlihan Lokey Howard & Zukin
Capital, LLC and CapitalSource Holdings LLC,
dated as of June 28, 2002.
10.5 Registration Rights Agreement by and among Acorn
Products, Inc. and TCW Special Credits dated as
of June 28, 2002.
99.1 Press Release, dated July 2, 2002, entitled
"Acorn Products Announces Completion of Financial
Restructuring Transaction and Relocation of
Distribution Facility."
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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 hereunto duly authorized.
ACORN PRODUCTS, INC.
Date: July 2, 2002 By: /s/ John G. Jacob
----------------------------------------
John G. Jacob, Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of Designation of, Preferences and
Relative, Participating, Optional and other
Special Rights and Qualifications, Limitations
and Restrictions of Series A Convertible
Preferred Stock of Acorn Products, Inc.
10.1 Revolving Credit, Term Loan and Security
Agreement among Acorn Products, Inc. and
Uniontools, Inc. as Borrower, CapitalSource
Finance LLC, as Agent and Lender and other
Lenders thereto, dated as of June 28, 2002.
10.2 Purchase Agreement by and among Acorn Products,
Inc. and Uniontools, Inc. as Issuers and TCW
Special Credits and OCM Principal Opportunities
Fund, L.P. as Purchasers, dated as of June 26,
2002.
10.3 Stockholders' Rights Agreement by and among Acorn
Products, Inc. and OCM Principal Opportunities
Fund, L.P., Houlihan Lokey Howard & Zukin
Capital, LLC and CapitalSource Holdings LLC,
dated as of June 28, 2002.
10.4 Registration Rights Agreement by and among Acorn
Products, Inc. and OCM Principal Opportunities
Fund, L.P., Houlihan Lokey Howard & Zukin
Capital, LLC and CapitalSource Holdings LLC,
dated as of June 28, 2002.
10.5 Registration Rights Agreement by and among Acorn
Products, Inc. and TCW Special Credits dated as
of June 28, 2002.
99.1 Press Release, dated July 2, 2002, entitled
"Acorn Products Announces Completion of Financial
Restructuring Transaction and Relocation of
Distribution Facility."
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