FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2001
HOT PRODUCTS, INC.COM
(Exact name of registrant as specified in its charter)
Arizona 0-27382 86-0737579
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation Number)
7625 E. Redfield Road, Suite 200, Scottsdale, Arizona 85260
[GRAPHIC OMITTED]
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (480) 368-9490
1
Special Note Regarding Forward-Looking Statements
Some of the statements in this report may discuss future expectations,
contain projections of results of operation or financial condition, or include
other "forward-looking" information. Those statements are based on our
assumptions and are subject to known and unknown risks, uncertainties and other
factors that could cause the actual results to differ materially from the
results we currently contemplate. Important factors that could cause actual
results to differ from expectations include, for example, our failure to resolve
the dispute with International Global Positioning, Inc., described below, and
other factors set forth under the heading "Special Conditions" beginning on page
7 of our Annual Report on Form 10-KSB for the fiscal year ended April 30, 2001.
Item 6. Resignation of Registrant's Director
As disclosed in the Company's Current Report on Form 8-K dated November 21,
2001, Mr. Gregory Struthers resigned as an officer and director of HPIC. On
November 27, 2001, HPIC received a letter from Mr. Struthers requesting that we
file a report setting forth his description of his dispute with the Company, and
that HPIC file both his resignation letter and certain e-mails as exhibits as
his "complete description of the dispute."
Item 6 requires the Company to summarize Mr. Struthers' description of the
disagreement, and file his letter of resignation. That letter is Exhibit 6(a) to
this Report. Mr. Struthers stated that he resigned because he believed HPIC's
President, James Copland, encouraged Mr. Madsen to enlist shareholders of
International Global Positioning, Inc. ("IGP") to manipulate the share price of
HPIC's stock, and that those activities undermined the proposed merger between
the Company and IGP. Mr. Struthers relies on certain e-mail communications
relative to the proposed merger between the Company and IGP to support his
position.
The Company believes that Mr. Struthers' accusations are baseless. Mr.
Struthers was fully informed on all merger activities before, during and after
the failed merger. At no time did he ever communicate any complaints, misgivings
or concerns about the Company's actions to other officers or directors of HPIC.
Mr. Struthers was always involved in negotiations with IGP concerning the
proposed merger, and was privy to all written communications between the
companies, including IGP's stated reason for the termination -- the "financial
condition of HPIC." Mr. Struthers' position is in direct conflict with IGP's
stated reason.
2
Because Mr. Struthers' abrupt departure was not discussed with nor
disclosed to HPIC personnel, as well as other information relative to Mr.
Struthers' activities, HPIC is unable to ascertain at this time what Mr.
Struthers' motivation in taking his actions may have been. HPIC is investigating
his activities, both before and after his departure from the Company.
On October 15, 2001, at the request of Mr. Madsen of IGP, Mr. Copland, as
President of HPIC, directed an e-mail to Mr. Madsen which dealt with several
action items that HPIC was completing for IGP in connection with the proposed
merger. In his resignation letter, Mr. Struthers refers to a portion of this
e-mail that responds as to how HPIC's share value could increase in value prior
to completion of the merger. Despite Mr. Struthers' claims, HPIC believes that
no irregular activities occurred, and a review of the Company's share activity
before, during and after the failed merger negotiations confirms this fact.
Exhibits
Exhibit Exhibit Description
------- -------------------
6(a) Resignation letter of Greg Struthers dated 11/17/01
SIGNATURES
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 thereunto duly authorized.
December 4, 2001
Hot Products, Inc.com
By /s/ James L. Copland
-----------------------
James L. Copland
President and CEO
EXHIBIT INDEX
Exhibit Exhibit Description
------- -------------------
6(a) Resignation letter of Greg Struthers,
dated 11/17/01
3