SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No: ______)
MEGAPRO TOOLS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
58515X 10 3
(CUSIP Number)
Steven C. Barre
Senior Vice President, General Counsel and Secretary
U.S. Industries, Inc.
777 S. Flagler Drive, Suite 1108
West Palm Beach, Florida 33401
(Name, address and telephone number of person
authorized to receive notices and communications)
September 6, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following
box
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-1 (a) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
SCHEDULE 13D
CUSIP NO. 58515X 10 3 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. Industries, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,543,281 See Item 6
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,548,842 See Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,543,281
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 58515X 10 3 Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
USI Global Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,543,281 See Item 6
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,548,842 See Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,543,281
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 58515X 10 3 Page 4 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis Crowley
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,005,561
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,548,842 See Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,005,561
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 58515X 10 3 Page 5 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PNC Tool Holdings, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,005,561
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,548,842 See Item 5
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,005,561
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 9 Pages
Schedule 13D
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $0.001 per share
(the "Common Stock"), of Megapro Tools, Inc., a corporation organized and
existing under the laws of the State of Nevada (the "Company"). The address of
the principal executive office of the Company is 5030 Champion Boulevard, Suite
6-272, Boca Raton, Florida 33495.
Item 2. Identity and Background.
(a, b, c and f) This Statement is being filed by (i) U.S. Industries,
Inc., a Delaware corporation ("USI"), the principal business of which is the
manufacturing and marketing of bath and plumbing products and (ii) USI Global
Corp., a Delaware corporation and a wholly-owned subsidiary of USI ("USI
Global"), the principal business of which is to hold certain investments,
including the investment in the Company. Pursuant to certain provisions in the
Stockholders' Agreement described in Item 6, USI, USI Global, Dennis Crowley
("Crowley") and PNC Tool Holdings, LLC, a Nevada limited liability company
("PNC" and together with Crowley, the "Other Filers") may be deemed to be
members of a group. To the knowledge of USI and USI Global, Crowley is a U.S.
citizen and the sole owner of PNC, the principal business of which is to hold an
investment in the Company. The principal office of each of USI and USI Global is
777 S. Flagler Drive, Suite 1108, West Palm Beach, Florida 33401. To the
knowledge of USI and USI Global, the principal office of the Other Filers is
5030 Champion Boulevard, Suite 6-272, Boca Raton, Florida 33495. Exhibit 1
hereto sets forth the name, principal business, address and citizenship of each
of the executive officers and directors of USI and USI Global and is
incorporated herein by reference. USI, USI Global and the Other Filers are
referred to herein collectively as the "Reporting Persons."
(d and e) During the last five years, none of USI, USI Global or any of
the persons listed on Exhibit 1 and to the knowledge of USI and USI Global, none
of the Other Filers has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On August 23, 2002, USI Mayfair Limited, a corporation organized under the
laws of England and a wholly-owned subsidiary of USI Global ("USI Mayfair"), the
Company and S and J Acquisition Corp., a Florida corporation and a wholly-owned
subsidiary of the Company entered into a Stock Purchase Agreement pursuant to
which the Company acquired all of the issued and outstanding shares of Spear &
Jackson PLC and its affiliate Bowers Group PLC from USI Mayfair in exchange for
3,543,281 shares of Common Stock of the Company and promissory notes in the
principal amount of (pound)150,000. The transaction closed on September 6, 2002.
On September 6, 2002, USI Mayfair assigned the shares of Common Stock of the
Company held by it to USI Global.
In connection with the closing of the transaction, the Company sold in a
private placement to PNC 6,005,561 shares of Common Stock of the Company in
consideration of $2,000,000.
Page 7 of 9 Pages
Item 4. Purpose of Transactions
Each of USI and USI Global and to the knowledge of USI and USI Global,
each of the Other Filers currently intend to hold the shares of Common Stock of
the Company for investment purposes. Neither USI nor USI Global and to the
knowledge of USI and USI Global, none of the Other Filers has any current
intention to purchase additional shares of Common Stock. Other than as discussed
herein, neither USI nor USI Global and to the knowledge of USI and USI Global,
none of the Other Filers has any plans or proposals which relate to or would
result in (i) the acquisition of additional securities of the Company or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or of any of its subsidiaries; (iv) any change
in the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (viii) causing a
class of the Company's securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (ix) a class of the
Company's equity securities becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) USI Global is the beneficial owner of 3,543,281 shares of Common
Stock, representing 29.5% of the outstanding shares of Common Stock and through
certain provisions in the Stockholders' Agreement described in Item 6 herein may
be deemed to be the beneficial owner of an additional 6,005,561 shares of Common
Stock, representing 50.0% of the outstanding shares of Common Stock. USI through
its 100% owned subsidiary, USI Global, is the beneficial owner of 3,543,281
shares of Common Stock and through certain provisions in the Stockholders'
Agreement described in Item 6 herein may be deemed to be the beneficial owner of
an additional 6,005,561 shares of Common Stock. To the knowledge of USI and USI
Global, PNC is the beneficial owner of 6,005,561 shares of Common Stock and
through certain provisions in the Stockholders' Agreement described in Item 6
herein may be deemed to be the beneficial owner of an additional 3,543,281
shares of Common Stock. To the knowledge of USI and USI Global, Crowley through
his 100% ownership interest in PNC is the owner of 6,005,561 shares of Common
Stock and through certain provisions in the Stockholders' Agreement described in
Item 6 herein may be deemed to be the beneficial owner of an additional
3,543,281 shares of Common Stock. Each of USI and USI Global disclaim the
beneficial ownership of 6,005,561 shares of Common Stock beneficially owned by
each of the Other Filers. To the knowledge of USI and USI Global, each of the
Other Filers disclaim the beneficial ownership of 3,543,281 shares of Common
Stock beneficially owned by USI Global and USI.
To the knowledge of USI and USI Global, none of the persons
described on Exhibit 1 own any of the Company's Common Stock.
(b) Subject to the Letter Agreement described in Item 6, each of USI
Global and USI may be deemed to share the power to vote or direct the vote of
3,543,281 shares of Common Stock. To the knowledge of USI and USI Global, each
of the Other Filers may be deemed to share the power to vote or direct the vote
of 6,005,561 shares of Common Stock. Through certain provisions in the
Stockholders' Agreement described in Item 6 herein, each of USI Global and USI
and to the knowledge of USI Global and USI, each of the Other Filers may be
deemed to share the power to dispose or direct the disposition of 9,548,842
shares of Common Stock.
(c) With respect to USI and USI Global, none in addition to the
transactions described in Item 3. and with respect to the Other Filers, to the
knowledge of USI and USI Global, none in addition to the transactions described
in Item 3.
(d-e) Not applicable.
Page 8 of 9 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
(a) In the Stockholders' Agreement dated as of September 6, 2002 by and
among the Company, USI Mayfair, PNC and Crowley (the "Stockholders' Agreement"),
USI Mayfair, PNC and Crowley (the "Stockholders") agree that except under
certain circumstances, including transfers from any Stockholder to any Affiliate
of such Stockholder, they will not transfer any Company Securities for two years
beginning on September 6, 2002. On September 6, 2002, USI Mayfair transferred
all of the Company Securities owned by it along with all of its rights under the
Stockholders' Agreement to USI Global.
Capitalized terms not defined in this Item 6(a) shall have the
meanings assigned to them in the Stockholders' Agreement.
In addition, the Stockholders' Agreement grants "tag-along rights"
to each of the Stockholders. The "tag-along rights" state that if at any time
after the Lock-up Period, any of the Stockholders propose to transfer Company
Securities where the consideration being paid for such Company Securities is in
excess of $10,000, the transferor shall give written notice to the Other
Stockholders and the Other Stockholders may request to include all or a portion
of their Company Securities in such transfer.
(b) The Company, USI Mayfair and PNC have entered into a Registration
Rights Agreement dated as of September 6, 2002 pursuant to which the holders of
the Common Stock issued or issuable to USI Mayfair and the holders of the Common
Stock beneficially owned by PNC as of September 6, 2002, have certain demand and
piggyback registration rights with respect to such shares of Common Stock. All
of USI Mayfair's rights under the Registration Agreement have been transferred
to USI Global.
(c) The Company, USI and USI Global have entered into a letter
agreement dated as of September 6, 2002 (the "Letter Agreement") by which USI
and USI Global have agreed with the Company that with respect to any vote
submitted to the common stockholders of the Company, USI and USI Global will
vote all shares of Common Stock beneficially owned by them in excess of 10
percent of the then issued and outstanding common stock of the Company in
proportion to all votes cast by the other holders of Common Stock of the
Company.
In addition, pursuant to the Letter Agreement, USI and USI Global
agree not to sell or otherwise transfer any shares of Common Stock beneficially
owned by them except under certain circumstances.
Item 7. Material to be Filed as Exhibits.
1. Executive Officers and Directors of USI and USI Global who are not
Reporting Persons.
2. Stock Purchase Agreement dated as of August 23, 2002 among USI
Mayfair Limited, Megapro Tools, Inc. and S and J Acquisition Corp.
(incorporated herein by reference to the Company's Form 8-K filed on
September 9, 2002).
3. Stockholders' Agreement dated as of September 6, 2002, among USI
Mayfair Limited, Megapro Tools, Inc. PNC Tool Holdings, LLC and
Dennis Crowley (incorporated herein by reference to the Company's
Form 8-K filed on September 9, 2002).
4. Registration Rights Agreement dated as of September 6, 2002 among
Megapro Tools, Inc., USI Mayfair Limited and PNC Tool Holdings, LLC
(incorporated herein by reference to the Company's Form 8-K filed on
September 9, 2002).
5. Letter Agreement dated as of September 6, 2002 between USI and USI
Global and the Company.
Page 9 of 9 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
U.S. INDUSTRIES, INC.
Dated as of September 16, 2002 By: /s/ Steven Barre
--------------------------------------
Name: Steven Barre
Title: Vice President, General Counsel
and Secretary
USI GLOBAL CORP.
Dated as of September 16, 2002 By: /s/ Steven Barre
--------------------------------------
Name: Steven Barre
Title: Vice President, General Counsel
and Secretary