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
September 22, 2003 0-5940
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Date of Report (Date of earliest event reported) Commission File Number
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Delaware 75-1321869
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(State or other jurisdiction of IRS Employer
incorporation or organization) Identification Number)
1189 Iowa Avenue, Riverside, California 92507
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(Address of Principal Executive Offices) (Zip Code)
(909) 779-6766
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On September 24, 2003, Temtex Industries, Inc. (the "Company") issued a press release announcing that on September 22, 2003, the United States Bankruptcy Court, Central Division of California, Riverside Division (the "Bankruptcy Court"), approved, among other things, the proposed sale of substantially all of the Company's assets, including certain of the assets of its subsidiaries, to CFM Corporation. Subject to certain contingencies, including the completion of due diligence, the execution of a definitive asset purchase agreement, and the approval of the transaction by the Bankruptcy Court, the asset purchase will close on October 3, 2003.
CFM Corporation submitted a bid of Seven Million Dollars ($7,000,000), which was approved by the Bankruptcy Court. Assuming the approved transaction closes at the agreed purchase price, the Company believes that the proceeds from the transaction will be insufficient to fully satisfy its outstanding creditor claims, and, as such, the Company believes that its outstanding stock is without value.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) The following exhibits are filed herewith:
Exhibit 99.1 - Press Release of Temtex Industries, Inc., dated September 24, 2003.
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 hereunto duly authorized.
TEMTEX INDUSTRIES, INC.
Dated: September 24, 2003 By: /s/ Richard N. Anderson
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Richard N. Anderson
President & Chief Executive Officer
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EXHIBIT 99.1
NEWS RELEASE
TEMTEX INDUSTRIES, INC. ANNOUNCES INTENTION TO
SELL ASSETS TO CFM CORPORATION
RIVERSIDE, CALIFORNIA (SEPTEMBER 24, 2003) - Temtex Industries, Inc. (Pink Sheets: TMTX) ("Temtex") today announced that CFM Corporation (TSX: T.CFM) ("CFM") was the successful bidder to purchase substantially all of the assets of Temtex, including certain of the assets of its subsidiaries, Temco Fireplace Products Inc., a Texas corporation, and Temcomex S.A. de C.V., a Mexican corporation, in an auction administered on September 22, 2003, by the United Stated Bankruptcy Court, Central Division of California, Riverside Division (the "Bankruptcy Court"). Subject to certain contingencies, including the completion of due diligence, the execution of a definitive asset purchase agreement, and the approval of the transaction by the Bankruptcy Court, the asset purchase will close on October 3, 2003.
CFM submitted a bid of Seven Million Dollars ($7,000,000), which was approved by the Bankruptcy Court. Assuming the approved transaction closes at the agreed purchase price, Temtex believes that the proceeds from the transaction will be insufficient to fully satisfy its outstanding creditor claims, and, as such, Temtex believes that its outstanding stock is without value.
the Company's periodic report filings with the Securities and Exchange Commission. All future written and oral forward-looking statements made by the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the Company's ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. For a more detailed discussion of risk factors, see the Company's most recent documents filed with the Securities and Exchange Commission.