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: NOVEMBER 21, 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 November 21, 2002, the Company issued a press release announcing
that the Company's stockholders approved all proposals related to its
recapitalization plan, including a 1-for-10 reverse stock split at its Annual
Meeting of Stockholders held on November 20, 2002. The press release is included
as Exhibit 99.1 to this Form 8-K and is incorporated herein by this reference.
Pursuant to the Third Amended and Restated Certificate of Incorporation
of Acorn Products, Inc. (the "Company") filed with the Secretary of State of the
State of Delaware on November 20, 2002, effective as of 12:01 a.m. on November
21, 2002 (the "Effective Time"), the Company effected the 1-for-10 reverse stock
split of the Company's common stock issued and outstanding immediately prior to
the Effective Time ("Old Common Stock"). The reverse stock split also affects
options, warrants and other securities convertible into or exchangeable for
shares of the Company's common stock that were issued and outstanding
immediately prior to the Effective Time.
No fractional shares will be issued in connection with the reverse
stock split. A holder of a certificate representing shares of Old Common Stock
at the Effective Time who would otherwise be entitled to receive a fraction of a
share of the Company's common stock is, in lieu thereof, entitled to receive a
cash payment in an amount equal to (i) the number of fractional shares to which
the stockholder would otherwise be entitled multiplied by (ii) $0.35, the last
reported sales price of the Company's common stock on November 20, 2002, as
reported on the Nasdaq SmallCap Market.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
3.1 Third Amended and Restated Certificate of
Incorporation
99.1 Press Release, dated November 21, 2002
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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: November 21, 2002 By: /s/ John G. Jacob
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John G. Jacob, Vice President and
Chief Financial Officer
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