SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): November 20, 2000
Household Direct.com, Inc.
(Name of Small Business Issuer in its charter)
Delaware 51-0388634
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
HOUSEHOLD DIRECT.com, INC.
900 MAIN STREET SOUTH
SOUTHBURY, CONNECTICUT 06488
(Address of Principal Executive Offices)
(203) 267-1400
(Issuer's Telephone Number Including Area Code)
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On November 20, 2000, the Company announced the acquisition of America's
Hometown Brand Center, Inc. (AHBC), with annual revenues projected to reach $20
million by year end 2000, distributes the products of over 100 manufacturers in
home appliances, consumer electronics, lawn and garden supplies, hardware and
other products through a network of 350 retail stores in 42 states.
America's Hometown Brand Center becomes the cornerstone of the central
purchasing and fulfillment structure that is being organized to service the
national membership expansion of HouseHold Direct. This acquisition increases
the prospects for our vendors to gain access to a very large customer base, and
for us to help create new ways to increase sales for our manufacturer and
distributor clients, and our retailers at the same time.
HouseHold Direct has hired the Executive Management of America's Hometown Brand
Center, Inc. (AHBC) to coordinate the nationwide centralized purchasing services
required to support the consolidation of membership and third-party fulfillment
services.
The management team will assist HouseHold Direct in various functions preparing
the Company to continue acquisitions of other distribution companies, as well as
the independent representation of additional product lines. The initial emphasis
of the AHBC team will be directed toward those improvements directly supporting
the growth of the HouseHold Direct membership. They will also assist in the
deployment of the third-party support systems that will enable the Company to
become the provider for many other membership, co-branded or affinity groups
which are actively seeking a comprehensive national fulfillment solution.
Date and Manner of Acquisition
November 20, 2000
Stock Purchase Agreement
Employment Contracts
Description of Assets
500 Shares (100 Shares per each (5) Sellers conveyed to Purchaser at time
of Closing)
Net Book Value of Assets
General Operating Office Equipment
Nature and Amount of Consideration
Cash Consideration - $350,000 payable as follows:
$100,000 at Closing
$100,000 within 45 days following Closing
$150,000 within 90 days following Closing
Stock Consideration
Prior to Closing delivery of 1,200,000 issued shares of
HouseHold Direct.com, Inc. Common Stock into an Escrow Account
-$87,500 as determined by the Target Price at Closing
-%87,500 as determined by the Target Price within 30 days
following the end of the first calendar quarter ending
subsequent to the Closing
-$87,500 as determined by the Target Price within 30 days
following the end of the second calendar quarter ending
subsequent to the Closing
-$87,500 as determined by the Target Price within 30 days
following the end of the third calendar quarter ending
subsequent to the Closing
Identity of the Persons from which the Assets were Acquired
Carl Giddens
Bill Howard
Danny Magee
Wayne Neelley
Lee Porter
None of the persons listed above have a material relationship with
HouseHold Direct.com Officers or Directors.
Source of the Funds
Working Capital and Treasury Stock
Financial Statements (Federal Tax Forms) as Reported by America's Hometown
Brand Center Filings (unaudited)
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Tax Reporting Period Reported
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Gross Receipts
and Sales
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1999 20,151,095
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1998 16,920,145
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1997 12,730,450
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Bloom & Company is engaged to audit the AHBC's financial statements as of and
for the period ended December 31, 2000. The financial statements of AHBC will be
consolidated with the audited year-end financial statements of HouseHold Direct.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized, in the City of
Southbury, State of Connecticut, on December 5, 2000.
BY:/s/__________________________