UNITED STATES
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
Date of report (Date of earliest event reported) April 5, 2007
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NATIONAL PATENT DEVELOPMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-118568 13-4005439
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(State or Other Jurisdiction (Commission File Numbe (IRS Employer
of Incorporation) Identification Number)
777 Westchester Avenue, White Plains, New York 10604
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (914) 249-9700
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Not Applicable
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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:
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 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On April 5, 2007, Five Star Products, Inc. ("Five Star"), a majority-owned
subsidiary of National Patent Development Corporation, as Tenant, entered into
the Agreement of Lease with Kampner Realty, LLC, as Landlord, (the "Lease") to
lease a 40,000 square foot warehouse located at 1202 Metropolitan Avenue,
Brooklyn, New York, as part of Five Star's acquisition of substantially all the
assets of Right-Way Dealer Warehouse, Inc. The Lease has an initial term of five
(5) years with two (2) successive five-year renewal options and with an annual
lease rent of $325,000 subject to adjustment as provided in the Lease. Five Star
also has an option to purchase the premises at any time during the initial term
of the Lease. A form of the Lease and the form of Contract of Sale are filed as
exhibits to this Current Report on Form 8-K.
Kampner Realty, LLC is owned by Ronald Kampner, who was hired and employed by a
wholly-owned subsidiary of Five Star as part of Five Star's acquisition of
Right-Way Dealer Warehouse, Inc. Ronald Kampner is the principal owner and
operator of Right-Way Dealer Warehouse, Inc.
On April 5, 2007, Five Star Group, Inc., (a wholly-owned subsidiary of Five Star
Products, Inc.) entered into the Employment Agreement dated as of April 5, 2007
with Ronald Kampner (the "Employment Agreement") pursuant to which Mr. Kampner
was hired by Five Star Products to serve as Senior Vice President of Sales for
that company. The Employment Agreement provides for a three-year term (subject
to earlier termination), the payment of a base salary of $200,000 per annum, and
cash incentive compensation as described in the Employment Agreement. In
addition, Mr. Kampner was granted an option covering 200,000 shares of Five Star
Products, Inc. common stock. The Employment Agreement is filed as an exhibit to
this Current Report on Form 8-K.
The foregoing discussions of the Lease and Employment Agreement are summaries
and are not complete. For complete details, reference is made to those
agreements which are attached as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 5, 2007, Five Star Products, Inc. ("Five Star"), a majority-owned
subsidiary of National Patent Development Corporation, acquired substantially
all the assets (except "Excluded Assets" as defined) and assumed the Assumed
Liabilities (as defined) of Right-Way Dealer Warehouse, Inc. ("Right-Way")
pursuant to the terms of a definitive asset purchase agreement, dated as of
March 13, 2007 (the "Agreement"), with Right-Way for approximately $3,200,000 in
cash and the assumption of liabilities in the approximate amount of $40,000. The
assets consisted primarily of approximately $1,600,000 of accounts receivable
gross and approximately $2,500,000 of inventory gross. The acquisition included
all of Right-Way's Brooklyn Cash & Carry business and operations.
Upon closing of the transaction, Five Star leased a warehouse at which the
Brooklyn Cash & Carry business is conducted from an affiliate of the principal
of Right-Way, with an option to purchase the warehouse, and a wholly-owned
subsidiary of Five Star also entered into an employment agreement with Ronald
Kampner, the principal of Right-Way.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Agreement, a copy of which was
filed as Exhibit 10 to the report on the Form 8-K of National Patent Development
Corporation dated March 13, 2007 and filed on March 19, 2007.
Cautionary Statement Regarding Forward-looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, and the "safe
harbor" provisions thereof. These forward-looking statements are usually
accompanied by the words "anticipates," "believes," "plan," "seek," "expects,"
"intends," "estimates," "projects," "will receive," "will likely result," "will
continue," "future" and similar terms and expressions.
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These forward-looking statements reflect our current views with respect to
future events. To make these statements, we have had to make assumptions as to
the future. We have also had to make estimates in some cases about events that
have already occurred, and to rely on data that may be found to be inaccurate at
a later time. Because these forward-looking statements are based on assumptions,
estimates and changeable data, and because any attempt to predict the future is
subject to other errors, future results may be materially different from those
discussed or anticipated in this report. Some of the events that could cause
actual results to differ materially from those anticipated include, among other
things, actual amounts varying from estimated amounts.
You should not rely on these forward-looking statements without considering all
of the things that could make them inaccurate. We undertake no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that may arise after today. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by this section.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Financial information required by Item 9.01(b) has not been
included with this filing and will be filed by amendment to
this Current Report on Form 8-K if required when such
information is available to Five Star.
(d) Exhibits
10.1 Agreement of Lease between Kampner Realty, LLC, as Landlord,
and Five Star Products, Inc., as Tenant, for premises located
at 1202 Metropolitan Avenue, Brooklyn, NY Form of Contract of
Sale between Kampner Realty, LLC ("Seller") and Five Star
Products, Inc. ("Purchaser")
10.2 Employment Agreement dated as of April 5, 2007 between Five
Star Group, Inc. and Ronald Kampner.
99 Press Release of Five Star Products, Inc., dated April 5,
2007
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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: April 11, 2007 By:
Name: John Belknap
Title: Vice President
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EXHIBIT INDEX
Exhibit No. Title
10.01 Agreement of Lease between Kampner Realty, LLC, as Landlord, and
Five Star Products, Inc., as Tenant, for premises located at 1202
Metropolitan Avenue, Brooklyn, NY Form of Contract of Sale between
Kampner Realty, LLC ("Seller") and Five Star Products, Inc.
("Purchaser")
10.2 Employment Agreement dated as of April 5, 2007 between Five Star
Group, Inc. and Ronald Kampner.
99 Press Release of Five Star Products, Inc. dated April 5, 2007
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