

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K


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                                 CURRENT REPORT


                         PURSUANT TO SECTION 13 OR 15(dD)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNEAUGUST 2125, 2005


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                              FALCON PRODUCTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)


                 1-11577                                                                                43-0730877
 (COMMISSION FILE NUMBER)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)


                 10650 GATEWAY BLVD., ST. LOUIS, MISSOURI 63132
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                                 (314) 991-9200
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


            9387 DIELMAN INDUSTRIAL DRIVE, ST. LOUIS, MISSOURI 63132
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


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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))

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ITEM 41.0201 NON-RELIANCEENTRY ONINTO PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDITMATERIAL REPORTDEFINITIVE OR COMPLETED INTERIM REVIEWAGREEMENT.


4.02(A)

    On OctoberAugust 184, 20042005, FalconSellers Products,& Josephson Inc. (the "CompanyS&J") reported that the
Audit Committee of the Board of Directors of the Company was investigating
certain accounting-related matters with the assistance of independent outside
counsel. On January 4, 2005, the Company announced that it expected to take a
significant charge relating to a writewholly-downowned of inventory as of October 30, 2004,subsidiary
the end of itsFalcon fiscalProducts year (for which no financial statements have been issued)Inc.
At that time, the Company indicated that it would be writing-down its inventory
in an amount estimated to be in excess of $20 million. The Company also
disclosed that this estimate was preliminary and thatHorizon the actual amount of any
inventory write-down may be materially different from the preliminary estimate.
The Company stated at that time thatMotors, although it was likely that the inventory
write-down would impact prior periods, no definitive conclusion had been reached
as to whether prior periods were affected or whether the impact on prior periods
would warrant a restatement of prior period financial statementsInc. The("Horizon") Company
addedentered thatinto as soon as practicable following the completion of the investigationan
ofAsset thePurchase inventoryAgreement write-down, (the Company"Purchase intendedAgreement") topursuant announce its final
conclusions and, if necessary, file the required amendments to its previous
filings with the Securities and Exchange Commission.

    The Audit Committee investigation has concluded andwhich, on June 21, 2005, at asubject
meeting of the Board of Directors, Bryan Cave LLP, counsel to thecertain Audit
Committeeconditions, presentedincluding itsbankruptcy finalcourt report to the Board of Directors. The Audit
Committee determined that as a result of accounting errors and irregularitiesapproval,
the Company'sHorizon financial statements were materially misstated for the year endedwould
Novemberpurchase 1,substantially 2003all and for the first three fiscal quarters of the fiscalassets year
ended October 30, 2004. Although the amount of theS&J adjustments resulting from
such errors and irregularitiesassume hascertain been quantified as detailed below, for thecontractual
reasonsobligations stated below, the Company is unable to quantify the impact of the
adjustments on specific prior periods. The investigation did not address periods
prior to the year ended November 1, 2003. In particular, the Audit Committee
concluded that:

            o    the Company overstated the value of inventory, failed to
                 reserve for excess and obsolete inventory and failed to record
                 the results of quarterly physical counts, leading to the
                 write-off of $33.3 million of inventory;

            o    the Company failed to properly recognize revenue in accordance
                 with its revenue recognition policies (including recognizing
                 revenue on transactions where product did not actually ship to
                 customers, transactions where invoices were issued but goods
                 were in transit under the control of the Company and revenues
                 on consignment sales), although the investigation did not
                 determine that the amounts misstated with respect to revenue
                 recognition were quantitatively material;

            o    certain former members of senior management bear responsibility
                 for accounting irregularities that resulted in the
                 misstatements; and

            o    certain former members of senior management who had a
                 responsibility topurchase establishprice and implement policies and
                 procedures to assure the integrity of the Company's financial
                 reporting had not done so.

    The $33.3 million inventory write-off in the fourth quarter of fiscal year
2004 includes two components. The first component, which was originally
disclosed by the Company on January 4, 2005, totals $21.6 million andsubject relates to
physical countcertain adjustments and reductions in the recorded amounts of labor and
overhead. The second component totals $11.7 million and relates to excess and
obsoleteS&J inventory.filed Thea amountmotion ofin the inventoryUnited write-offStates isBankruptcy preliminaryCourt and
subjectfor to change.

    The Audit Committee investigation also addressed capitalized supply, sample
and IT costs that were included on the Company's balance sheet. During the yearEastern
endDistrict close and audit process, the Company determined that adjustments to these
balances were required, including write-offs of $1.8 millionMissouri, $1.1Eastern millionDivision and
$800,000 relating to capitalized samples, supplies and IT costs, respectively.
The amounts of these adjustments are preliminary and subject to change.

    Several additional significant adjustments (which were not addressed as part
of the Audit"Bankruptcy Committee investigationCourt") were identified during the year end close
and audit process. These adjustments include a






write-off of goodwill ($117.5 million), a write-off of capitalized research and
development costs ($1.0 million), a write-off of certain non-trade receivables
($1.1 million), and a write-off of unsubstantiated assets ($1.0 million). The
Company also identified currency translation adjustments which resulted inwas
additionalgranted income of $2.0 million. The amounts of these adjustments are
preliminary and subject to change.

    Based on itsAugust findings25, the Audit Committee has determined that the Company's
financial statements for the fiscal year ended November 12005, 2003setting andforth eachcertain ofsale the
quartersprocedures thereofpursuant and the first three quarters of the fiscal year ended October
30, 2004 should not be relied upon. As a result of the Company's current
financial and internal resource constraints, it is unable to quantify the impact
ofwhich the inventory write-down and other adjustmentsprospective onbidders anymay specificparticipate priorin periods.
Asan suchauction the Company is currently unable to restate prior period financial
statements.

    The Board of Directors asked for and received the resignation of Franklin A.assets
Jacobs,which aswould Chairman,otherwise Presidentbe andpurchased Chief Executive Officer of the Company. None
of the one-time officers of the Company identified by theHorizon investigationat as
havinga anysale levelhearing ofbefore involvement in the accounting irregularities remains an
officerBankruptcy ofCourt the Company.

    The Company discussed the matters disclosed in this Current Report on Form
8-KSeptember with Eisner LLP28, its independent registered accounting firm and Ernst &
Young LLP, its former independent registered accounting firm2005. The write-offsminimum and
adjustmentsbid setmust forthbe inat this Current Report on Form 8-K are not audited, and asleast
indicated above$4, are preliminary and subject to change.


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL EXECUTIVE OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL EXECUTIVE OFFICERS.

5.02(b)

    On June 21200, 2005, Franklin A000. Jacobs resigned and has retired from his
positions as Chairman, President and Chief Executive Officer of the Company and
its subsidiaries.

5.02(c)

    On June 21, 2005, the Board of Directors of the Company appointed John S.
Sumner,&J Jr.may asterminate acting president and chief executive officer of the Company.Purchase Mr.
Sumner,Agreement whoif isHorizon 59 years old, has been employed by TRG Turnaround and Crisis
Management (a company engaged in consulting and crisis management) since 1997
and is currentlynot a Principal with TRG. Mr. Sumner currently serves on the Board
ofwinning Directors of each of Morris Material Handlingbidder, Inc.,provided athat manufacturerHorizon of
materialshall handlingbe equipmentpaid and Dan River, Inc., a manufacturerbreak-up offee home
fashions, each of which is privately-held$200,000.

    Mr.The Sumner,foregoing asdescription an employee of TRG, was retained by the CompanyPurchase pursuantAgreement tois a
letterqualified agreementin datedits as of February 16, 2005 between the Company and TRG (theentirety
"Letterby Agreement").reference Underto the termscopy of the Letter Agreement, thewhich Companyis pays
$60,000attached perhereto monthas to TRG for the services of Mr. Sumner. The Company also agreedExhibit
to pay TRG an hourly rate ranging from $195 to $495 for other employees of TRG10.
The1 Company agreed to compensate TRG for reasonable out-of-pocket expenses. The
Letter Agreement may be terminated by either party at any time by written notice
and theis Companyincorporated willherein be liable for payment of fees and expenses incurred by TRG
through the effective date of terminationreference.


ITEM 8.01. OTHER EVENTS.

    On JuneAugust 2225, 2005, theFalcon CompanyProducts, Inc. issued a press release, included as Exhibit
Exhibit 99.1, which press release is incorporated herein by reference.






ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS


(c)   Exhibits



EXHIBIT NO.                                DESCRIPTION OF EXHIBITEXHIBITS
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10.1           Asset Purchase Agreement between Sellers & Josephson Inc. and
               Horizon Motors, Inc., dated August 4, 2005.

99.1                       Press Release dated JuneAugust 2225, 2005.



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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.



                                                                                  Falcon Products, Inc.


Date: June 27, 2005                                                               By /s/ Neal R. Restivo
                                         Date: August 30, 2005                          -------------------------------------
                                                                                         Neal R. Restivo

                                                                                         Corporate Vice President 
                                                 and Chief
                                           Financial Officer
Filing Compare · FALCON PRODUCTS INC /DE/
