-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GK72ttcVvVYEeCWvLIuGe2Hqqz9Z7EbVRz/KAmzL5UjMKWZrp60Z035nm9Q9VIwM N8pJzRQzcQ3PGPn+3uwuPQ== 0000950136-03-000024.txt : 20030114 0000950136-03-000024.hdr.sgml : 20030114 20030107175043 ACCESSION NUMBER: 0000950136-03-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030106 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARLYLE INDUSTRIES INC CENTRAL INDEX KEY: 0000011027 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 131574754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03462 FILM NUMBER: 03506968 BUSINESS ADDRESS: STREET 1: 1 PALMER TERRACE CITY: CARLSTADT STATE: NJ ZIP: 07072 BUSINESS PHONE: 201-935-6220 MAIL ADDRESS: STREET 1: ONE PALMER TERRACE CITY: CARLSTADT STATE: NJ ZIP: 07072 FORMER COMPANY: FORMER CONFORMED NAME: BELDING HEMINWAY CO INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 file001.txt FORM 8-K 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 6, 2003 --------------- CARLYLE INDUSTRIES, INC. ------------------------ (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 1-3462 13-1574754 ---------- ---------- (Commission File Number) (IRS Employer Identification Number) One Palmer Terrace, Carlstadt, New Jersey 07072 ----------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code (201) 935-6220 ------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 6, 2003, Levcor International, Inc., a Delaware corporation ("Levcor") completed its acquisition of Carlyle Industries, Inc., a Delaware corporation ("Carlyle") pursuant to the Agreement and Plan of Merger, dated as of May 24, 2002, between Levcor and Carlyle. The consummation of the merger followed the Annual Meeting of Stockholders of Levcor held on December 31, 2002 and the Special Meeting of Stockholders of Carlyle held on January 6, 2003, at which the requisite stockholder approvals were obtained. The merger is described in the definitive proxy material, dated December 5, 2002, for the respective stockholders' meetings. In connection with the consummation of the merger, Levcor and Carlyle have taken such action as is necessary to cause the Carlyle common stock to cease to be quoted on the Over the Counter Bulletin Board and to terminate the registration of the Carlyle common stock under Section 12(g) of the Securities Exchange Act of 1934. OTC Corporate Transfer Service Co. is acting as the Exchange Agent for the merger and will be sending Carlyle stockholders a Letter of Transmittal and instructions on how to surrender certificates for Carlyle common stock and Series B preferred stock for the merger consideration. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: Exhibit No. Item 2.1 Agreement and Plan of Merger, dated as of May 24, 2002, between Levcor and Carlyle (incorporated herein by reference to Exhibit 2.1 of Carlyle's Current Report on Form 8-K filed on May 30, 2002). 99.1 Press Release dated January 7, 2003. 99.2 The definitive Proxy Statement of Carlyle dated December 5, 2002 (incorporated herein by reference to Carlyle's Schedule 14A filed on December 9, 2002). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CARLYLE INDUSTRIES, INC. Date: January 7, 2003 By: /s/ Edward F. Cooke --------------------- Name: Edward F. Cooke Title: Chief Financial Officer and Vice-President EXHIBIT INDEX Exhibit No. Item 99.1 Press Release dated January 7, 2003. EX-99.1 3 file002.txt PRESS RELEASE DATED JANUARY 7, 2003 Exhibit 99.1 PRESS RELEASE ------------- LEVCOR INTERNATIONAL, INC. COMPLETES ACQUISITION OF CARLYLE INDUSTRIES, INC. ---------------------------------------------------------------------------- NEW YORK, NY. - JANUARY 7, 2003. Levcor International, Inc., a Delaware corporation (OTC BB: LEVC.OB), and Carlyle Industries, Inc., a Delaware corporation (OTC BB: CRLH.OB), jointly announced today that Levcor has completed its acquisition of Carlyle, which was effected as a merger of Carlyle into Levcor. The consummation of the merger followed the Annual Meeting of Stockholders of Levcor held on December 31, 2002 and the Special Meeting of Stockholders held on January 6, 2003, at which the requisite stockholder approvals were obtained, and was consummated pursuant to the Agreement and Plan of Merger, dated as of May 24, 2002. In the merger, each five shares of Carlyle common stock were converted into one share of Levcor common stock and each share of Carlyle Series B preferred stock was converted into one share of Levcor Series A preferred stock. In addition, Levcor assumed Carlyle stock options which became options to purchase approximately 220,000 shares of Levcor common stock. The offer and sale of Levcor common stock and Levcor Series A preferred stock in the merger were registered under the Securities Act of 1933 pursuant to Levcor's Registration Statement on Form S-4. At the Levcor stockholders meeting, Edward F. Cooke, Joseph S. DiMartino and Giandomenico Picco, members of the Carlyle board, were elected to serve on the Levcor board with current Levcor directors Robert A. Levinson, Edward H. Cohen and John McConnaughy. Levcor's stockholders also approved a proposal to amend and restate Levcor's certificate of incorporation to provide for the creation and issuance of the new Levcor Series A preferred stock, and approved the adoption of Levcor's 2002 Stock Option Plan. -----END PRIVACY-ENHANCED MESSAGE-----