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) January 25, 1999 HOLMES PRODUCTS CORP. (Exact Name of Registrant as Specified in Charter) Massachusetts 333-44473 04-2768914 (State of Other Jurisdiction (Commission File (IRS Employer Incorporation) Number) Identification No.) 233 Fortune Boulevard, Milford, MA 01757 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (508) 634-8050 Not applicable (Former Name or Former Address, if changed since Last Report) Item 5. Other Events. The Company intends to enter into a purchase agreement pursuant to which it shall offer in a private placement approximately $30.0 million in aggregate principal amount of its 9 7/8% Senior Subordinated Notes due 2007 (the "Notes") (the "Note Offering"). To ensure that the public is provided with the same disclosure as that contained in the proposed offering memorandum relating to the Note Offering, certain information expected to be set forth in such offering memorandum, including financial information, is set forth in Exhibit 99.1 hereof. The securities offered pursuant to the Note Offering have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the Notes. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 99.1 Excerpts of information to be set forth in the proposed offering memorandum relating to the Note Offering 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. Holmes Products Corp. (Registrant) By: /s/ Ira B. Morgenstern -------------------------------------- Name: Ira B. Morgenstern Title: Senior Vice President - Finance Dated: January 26, 1999 EXHIBIT INDEX Exhibit Number Description 99.1 Excerpts of information to be set forth in the proposed offering memorandum relating to the Note Offering.