UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 9, 2006
National Patent Development Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-50587 13-4005439
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(Commission File Number) (IRS Employer Identification No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of Principal Executive Offices) (Zip Code)
(914) 249-9700
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 40.13e-4(c))
Item 8.01 Other Events.
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On May 9, 2006, National Patent Development Corporation ("National
Patent") signed a non-binding letter of intent with FLJ Partners, LLC ("FLJ") to
enter into a series of transactions, that if consummated, would result in the
sale to FLJ of National Patent's approximately 64% interest in Five Star
Products, Inc. ("Five Star") for $2,950,000 and Five Star becoming a
wholly-owned subsidiary of FLJ. A copy of the letter of intent is attached
hereto as Exhibit 99.
A copy of the press release issued by National Patent Development with
respect to the non-binding letter of intent is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99 Non-Binding Letter of Intent among National Patent, FLJ and
Five Star.
99.1 Press release of National Patent dated May 9, 2006
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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.
National Patent Development Corporation
Date: May 10, 2006
Jerome I. Feldman
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Non-Binding Letter of Intent among National Patent, FLJ and Five Star.
99.1 Press release of National Patent dated May 9, 2006
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