UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~

~~December~~Pursuant to Section 13, ~~2004 Date~~or 15(d) of ~~report~~the ~~(date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported)~~ 1934

January 3, 2005*
Date of report (date of earliest event reported)

HOME PRODUCTS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 0-17237 (Commission File Number) 36-4147027 (I.R.S. Employer Identification No.)


Delaware	0-17237	36-4147027
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4501 West 47th Street
Chicago, IL 60632
(Address of principal executive offices)(Zip code)

(773) 890-1010
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o* ~~Soliciting~~The ~~material~~Company ~~pursuant~~is toa ~~Rule 14a-12~~“voluntary filer” of reports required of registrants under Sections 13 and 15(d) of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~as amended, pursuant to a covenant in the indenture governing the Company’s 9 5/8% Senior Subordinated Notes due 2008.~~14a~~ The public can obtain copies of these materials by contacting the SEC at 1-~~12)~~800-SEC-0330, or by accessing the SEC’s website at www.sec.gov.

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item ~~1.01. Entry into a Material Definitive Agreement Item 3.01. Notice of Delisting Item 3.02. Unregistered Sales of Equity Securities Item~~ 5.~~01. Change In Control of Registrant Item 5.~~02. Departure of Directors or Principal Officers; Election of Directors’; Appointment of Principal Officers Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item ~~8.01. Other Events Item~~ 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX Amendments to Bylaws Employment Agreement ~~with Douglas Ramsdale~~ Employment Agreement ~~with Richard Hassert Assignment and Assumption Agreement Joint~~ Press Release Press Release

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers

(b) On ~~December~~January 145, ~~2004~~2005, ~~Home~~the ~~Products~~Board ~~International,~~clarified ~~Inc. (~~the ~~“Company”)~~officer ~~entered into~~title anof ~~employment~~our ~~agreement~~Chief ~~(the~~Executive “Officer, Douglas Ramsdale, ~~Agreement”)~~confirming ~~with~~that ~~Douglas~~ Mr. Ramsdale~~, the~~ ~~new~~holds ~~President~~the ~~and~~office of Chief Executive Officer of the Company and anot ~~member of~~ the ~~Company’s~~office ~~Board~~ of ~~Directors~~President (which the “Board~~”).~~ ~~The~~has ~~Ramsdale~~chosen ~~Agreement~~not ~~is filed~~to ~~with this report as Exhibit 10.1 and is incorporated by reference into this report. The material terms and conditions of the Ramsdale Agreement are summarized in Item 5.02(c~~fill) ~~below~~.

On ~~December~~January 143, ~~2004,~~2005 ~~the~~Peter ~~Company~~Graves, ~~also~~our ~~entered~~Senior ~~into~~Vice anPresident ~~employment~~– ~~agreement (the “Hassert Agreement”) with Richard Hassert~~Sales, ~~the~~announced ~~Company’s~~his ~~new~~intention ~~Chief~~to ~~Operating~~resign ~~Officer.~~his ~~The~~employment ~~Hassert Agreement is filed~~ with ~~this~~the ~~report~~Company asto ~~Exhibit 10.2~~pursue ~~and~~other isinterests, ~~incorporated~~effective byas ~~reference into this report. The material terms and conditions~~ of ~~the Hassert Agreement are summarized in Item~~February ~~5.02(c)~~1, ~~below~~2005.

(c) On ~~December~~January 143, ~~2004~~2005, the ~~Board~~Company ~~also~~announced ~~approved entering into an Assignment and Assumption Agreement (~~the ~~“Assumption~~appointment ~~Agreement”)~~of byF. ~~and~~Randall ~~among the Company~~Chambers, ~~Storage~~ ~~Acquisition Company~~56, ~~L.L.C.~~as (the ~~“Purchaser”) and James Tennant, the~~ Company’s ~~former~~President ~~Chief~~– ~~Executive~~North ~~Officer and Chairman of the Board~~America. ~~Under~~Prior ~~the Assumption~~to ~~Agreement,~~joining the Company ~~assigned to the Purchaser~~, ~~and the Purchaser accepted, the right to receive~~ Mr. ~~Tennant’s~~Chambers ~~consulting~~served ~~services that will be~~as ~~provided~~Executive byVice ~~him~~President, ~~following~~Sales aand ~~termination~~Marketing, of ~~his~~Midwest ~~employment~~Air ~~after a change in control of the Company pursuant to the Employment Agreement~~Technologies, ~~dated~~which ~~as of May~~sells 19compressors, ~~1999~~fencing, aslawn ~~amended as of October 14, 1999~~ and ~~December 15,~~garden ~~1999, by~~ and ~~between~~ ~~the~~automotive ~~Company and Mr~~products. ~~Tennant,~~ inBetween ~~exchange~~2000 ~~for Mr. Tennant (a) receiving from the Purchaser a lump sum payment in the amount of $4.1 million in full~~ and ~~final~~ ~~satisfaction~~2003, ~~of the amount due to~~ Mr. ~~Tennant for such consulting~~Chambers ~~services~~served ~~under~~as ~~Mr. Tennant’s~~Executive ~~Employment~~Vice ~~Agreement~~President, ~~(which~~Sales ~~amount the Company previously had estimated to be approximately $4.91 million)~~ and ~~(b) releasing certain~~Marketing, ~~potential claims against the Company. The consulting services will be provided to the Purchaser for a period~~ of ~~24 months~~Coleman ~~following~~Powermate, ~~the termination of Mr. Tennant’s employment by the Company (~~which ~~was effective as of the close~~sells ~~of business on December 13~~generators, ~~2004,~~compressors ~~as further described in Item 5.02(b) below). The Assumption Agreement is filed with this report as Exhibit 10.3~~ and ~~is incorporated~~pressure ~~by reference into this report~~washers.

OnUnder ~~December 14, 2004,~~ the ~~Company~~terms ~~amended~~of ~~and~~the ~~restated~~Employment ~~its existing senior secured credit facility, and approved and signed an Amended and Restated Loan and Security~~ Agreement ~~with~~between ~~Fleet~~the ~~Capital~~Company ~~Corporation, as lender~~ and ~~agent~~Mr. Chambers (the ~~“Loan~~ ~~and Security~~ “Chambers Agreement”), Mr. Chambers ~~The~~is ~~amended~~employed ~~and~~on ~~restated~~an ~~credit~~“at ~~facility extends~~will” ~~the~~basis, ~~term~~is ofentitled ~~the~~to ~~existing~~a ~~facility~~base ~~through~~salary ~~December 2008~~at ~~and provides~~a ~~for~~gross ~~asset-based~~annual ~~borrowings~~rate of ~~up to~~ $~~60 million.~~258,000, ~~Borrowings under~~and ~~the~~is ~~facility~~eligible ~~can~~to bereceive ~~used~~an ~~for~~annual ~~general~~incentive ~~operating~~cash ~~capital~~bonus ~~needs,~~based on ~~including~~Mr. Chambers’ ~~the~~performance ~~payment~~and ofthe ~~costs~~Company’s ~~and~~profitability ~~expenses~~during ~~incurred~~such period in ~~connection~~ accordance with the ~~Tender Offer~~ ~~(as~~Company’s ~~defined~~executive inbonus ~~Item 5~~plan.01 ~~below).~~The ~~Like~~Company ~~the~~also ~~existing~~agrees ~~facility,~~to ~~borrowings~~grant ~~are secured~~Mr. Chambers, byas asoon ~~security~~as practicable, ~~interest~~stock inoptions ~~substantially~~covering ~~all~~150,000 ofshares ~~the~~at ~~assets~~an ~~of,~~exercise ~~and~~price ~~a pledge~~ of ~~all~~$2.25 ofper ~~the stock of~~share, ~~Home~~vesting equally ~~Products~~over ~~International – North America, Inc~~3 years., ~~and~~If the Company ~~remains~~terminates ~~subject~~his toemployment ~~financial~~for ~~covenants~~any ~~requiring~~reason ~~minimum gross~~other ~~availability~~than ~~under~~cause, disability ~~the~~or ~~facility~~death, ~~and~~he ~~maintenance~~resigns offor ~~specific~~good ~~ratios~~reason, ~~of earnings~~or tohis ~~cash~~employment ~~interest~~is ~~expense.~~terminated ~~The~~by ~~covenants~~reason ~~restricting changes~~ of ~~ownership~~disability ~~and~~or ~~changes~~death of(all ~~control~~as ofrespectively defined in the ~~Company~~Chambers ~~have~~Agreement), ~~been~~he ~~revised~~is toentitled ~~reflect~~to ~~the~~additional ~~new~~benefits ~~ownership~~specified ~~structure~~in of the ~~Company~~Chambers ~~following~~Agreement. ~~the Tender Offer~~Mr. ~~Borrowings~~ Chambers ~~under~~also ~~the~~is ~~amended~~subject ~~and~~to ~~restated~~an ~~facility initially bear interest at~~18 ~~LIBOR~~month ~~plus~~noncompetition ~~225~~agreement ~~basis~~and ~~points~~one oryear ~~Fleet~~nonsolicitation ~~Capital~~agreement ~~Corporation’s~~following ~~prime~~termination ~~rate~~ of ~~interest~~ ~~plus 50 basis points (subject to adjustment based on average gross~~his ~~availability)~~employment. ~~The~~This ~~Loan~~description ~~and~~of ~~Security~~the Chambers Agreement ~~will~~is bequalified ~~filed~~by asreference ~~an exhibit~~ to ~~the~~ ~~Company’s Annual Report on Form 10-K for~~ the ~~fiscal year ending January 1,~~provisions ~~2005. As~~ of ~~December 14, 2004,~~ the ~~Company~~Chambers ~~had~~Agreement ~~outstanding~~attached ~~borrowings and~~to ~~letters of credit under~~ this ~~facility~~report ofas ~~approximately $23~~Exhibit ~~million~~10.1.

~~Item~~A copy of the press release the Company issued on January 3~~.01.~~, ~~Notice~~2005 announcing the hiring of ~~Delisting~~Mr. Chambers is attached to this report as Exhibit 99.1.

~~(d)~~On January ~~Please~~5, ~~see~~2005, ~~below~~the ~~under~~Board ~~Item~~approved the appointment of G. Park Owens, 47, as the Company’s Senior Vice President — Marketing. The Company anticipates that Mr. 8Owens will commence his employment with the Company on January 24, 2005.01 Since July 2001, Mr. Owens has served as Director of Product Marketing and Branch Merchandising of W.W. Grainger, which distributes maintenance and repair products. Prior to joining W.W. Grainger, Mr. Owens served as President and Chief Operating Officer of Dalen Products, Inc., which manufactures lawn and garden products.

~~Item~~Under the terms of the Employment Agreement between the Company and Mr. Owens, dated as of January 5, 2005 and effective as of January 24, 2005 (the “Owens Agreement”), Mr. Owens will be employed on an “at will” basis, will be entitled to a base salary at a gross annual rate of $180,000, and will be eligible to receive an annual incentive cash bonus based on Mr. Owens’ performance and the Company’s profitability during such period in accordance with the Company’s executive bonus plan. The Company also agrees to grant Mr. Owens, as soon as practicable after the effectiveness of the Owens Agreement, and in any event no later than 90 days after the date of the Owens Agreement, stock options covering 90,000 shares at an exercise price of $2.25 per share, vesting equally over 3 years.02 If the Company terminates his employment for any reason other than cause, disability or death, he resigns for good reason, or his employment is terminated by reason of disability or death (all as respectively defined in the Owens Agreement), he will be entitled to additional benefits specified in the agreement. ~~Unregistered~~Mr. Owens ~~Sales~~also will be subject to an 18 month noncompetition agreement and one year nonsolicitation agreement following termination of ~~Equity~~his ~~Securities~~employment. This description of the Owens Agreement is qualified by reference to the provisions of the Owens Agreement attached to this report as Exhibit 10.2.

OnA ~~December 13~~copy ~~and~~of ~~14, 2004~~ the ~~Company~~press ~~entered into three stock purchase~~release ~~agreements with~~ the ~~Purchaser pursuant to which the~~ Company ~~agreed~~issued toon ~~sell to the Purchaser an aggregate of 227~~January 6,~~160~~ ~~shares~~2005 ofannouncing the ~~Company’s common~~hiring ~~stock (the “Shares”) to fund the Company’s payments in respect~~ of ~~(i) the cancellation of certain stock options to purchase Shares,~~ ~~(ii)~~Mr. ~~obligations~~Owens ~~under~~is ~~the~~attached ~~Company’s 1998 Executive Incentive Plan, and (iii) FICA and Medicare obligations of the Company related~~ to ~~the~~this ~~foregoing~~report ~~payments~~as Exhibit 99.2. ~~The issuance and sale of the Shares under these agreements was completed on~~

December 14, 2004. As a result of these Share issuances, the Purchaser’s ownership of the Company has increased from approximately 92.9% to approximately 93.1%.

There are no underwriters involved in the issuances of Shares to the Purchaser pursuant to the foregoing agreements, and such issuances are exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof.

Item 5.01. Change In Control of Registrant

On October 28, 2004, the Company and the Purchaser entered into an Acquisition Agreement (the “Acquisition Agreement”), pursuant to which the Purchaser conducted a tender offer (the “Tender Offer”) to acquire all of the outstanding Shares for $2.25 per share in cash. The Tender Offer expired as scheduled at 5:00 p.m., New York City time, on December 13, 2004. Mellon Investor Services LLC, the Depositary for the Tender Offer, advised the Purchaser that, as of expiration of the Tender Offer, an aggregate of 7,365,360 Shares (including 26,045 Shares tendered pursuant to notices of guaranteed delivery), representing approximately 92.9% of the outstanding Shares, had been validly tendered to the Purchaser pursuant to the Tender Offer. On December 13, 2004 the Purchaser accepted all validly tendered Shares for payment, subject, in the case of any Shares tendered under the guaranteed delivery procedures specified in the Tender Offer documents, to the perfection of those tenders in the manner and within the period specified in such documents. Payments for accepted Shares will be made promptly through the Depositary for the Tender Offer. A copy of the joint press release issued by the Company and the Purchaser announcing the completion of the Tender Offer is attached as Exhibit 99.1 to this report.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors’ Appointment of Principal Officers

(b) The Acquisition Agreement provided that, following the Share Acceptance, the Board would be reconstituted to consist solely of nine new directors, six of whom are designees named by Mr. Gantz pursuant to his right to name those directors granted under the Voting Agreement and Irrevocable Proxy (described below), and the remaining three of whom are designees named by the Purchaser. Pursuant to these provisions, on December 13, 2004 (the date of Share Acceptance), the size of the Board was increased to consist of 13 directors and the following persons were appointed to the Board:

Joseph Gantz James M. Gould Ellen Havdala Robert L. Lawrence Donald J. Liebentritt William C. Pate Terry Savage Douglas Ramsdale Mark Weber

The Purchaser has entered into a Voting Agreement with Joseph Gantz (the beneficial owner of 1,530 Shares) and executed an Irrevocable Proxy in favor of Mr. Gantz. The Purchaser’s members, which consist of: (i) EGI-Fund (02-04) Investors, L.L.C., a Delaware limited liability company (“EGI-Fund”); (ii) Triyar Storage Investment Company, LLC (“Triyar”), a Delaware limited liability company and an affiliate of Triyar Capital, LLC; (iii) Joseph Gantz; and (iv) Walnut Investment Partners, L.P. (“Walnut”), an affiliate of Mr. Gantz (EGI-Fund, Triyar, Mr. Gantz and Walnut being collectively referred to as the “Investors”), have entered into a Board Composition Agreement. Under these agreements, Mr. Gantz is entitled to designate a majority of the Board. Pursuant thereto, Mr. Gantz has designated, in addition to himself, Messrs. Gould, Lawrence, Ramsdale and Weber and Ms. Savage. The foregoing description of the Voting Agreement and Irrevocable Proxy and the Board Composition Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement and Irrevocable Proxy and the Board Composition Agreement, copies of which are incorporated by reference herein from Exhibits 99.5 and 99.6. to the Form 8-K filed by the Company on October 29, 2004. Except as described above, there is no arrangement or understanding between any of the directors named above and any other person pursuant to which any of the directors named above was appointed as a director.

The following directors named above have a direct or indirect material interest in the transactions contemplated by the Acquisition Agreement as a result of their respective relationships with certain of the Investors, which are as follows:

· Mr. Gantz has been a member of Walnut Investments Holding Company LLC (“WIHC”) for more than five years. WIHC is the General Partner of Walnut, a private equity company. · Mr. Gould has been a member of WIHC for more than five years. · Ms. Havdala has been a Managing Director of Equity Group Investments, L.L.C. (“EGI”), a private equity company and an affiliate of EGI-Fund, since June 2001. · Mr. Liebentritt has served as the President of EGI since May 2000, prior to which Mr. Liebentritt was Executive Vice President and General Counsel of EGI. Mr. Liebentritt also serves as: the Vice President of EGI-Fund; the Vice President of EGI-Managing Member (02-04), L.L.C. (“EGI-Managing Member”), which is the managing member of EGI-Fund; the Vice President of SZ Investments, L.L.C. (“SZI”), which is the managing member of EGI-Managing Member; the Vice President of Zell General Partnership, Inc. (“ZGP”), which manages SZI; and the President and a Manager of Chai Trust Company, L.L.C., the trustee for various trusts established for Samuel Zell and his family. · Mr. Pate has served as a Managing Director of EGI since 1999. Mr. Pate also serves as the Vice President of EGI-Fund, EGI-Managing Member, SZI and ZGP. · Mr. Weber has been a Managing Director of Triyar Capital, LLC, a real estate investment and private equity company, since 2003.

Except as provided above, the Company is not aware of any transactions, proposed transactions or series of transactions to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000, and in which any of the directors named above or any member of their respective immediate families had, or will have, a direct or indirect material interest.

On December 13, 2004, each person who was a director of the Company prior to such date tendered their resignation as a director of the Company, effective immediately after Share Acceptance. James R. Tennant, the Company’s former Chief Executive Officer and Chairman of the Board of Directors, also tendered his resignation from all positions held with the Company and its subsidiaries, including, without limitation, from his positions as an officer and employee of the Company and as an officer and director of the Company’s wholly owned subsidiary, Home Products International-North America, Inc., effective immediately after Share Acceptance. On December 14, 2004, the Board reduced the number of directors comprising the Board to nine, to reflect the nine directors on the Board as of such date.

(c) On December 14, 2004, the Board appointed Douglas Ramsdale, 58, as the Company’s President and Chief Executive Officer. Mr. Ramsdale is also a director of the Company. Mr. Ramsdale has been President of the Installed Systems Division of L. R. Nelson Corporation, a leading manufacturer of lawn and garden products, since 2000. From 1998 to 2000, Mr. Ramsdale was Executive Vice President of Viking Office Products Inc. Following the acquisition of Viking Office Products Inc. by Office Depot Inc., Mr. Ramsdale was Executive Vice President of Office Depot-Europe, a division of Office Depot Inc. in 2000.

Under the terms of the Ramsdale Agreement (defined in Item 1.01 above), Mr. Ramsdale is employed on an “at will” basis, is entitled to a base salary at a gross annual rate of $258,000, and is eligible to receive an annual incentive cash bonus based on Mr. Ramsdale’s performance and the Company’s profitability during such period in accordance with the Company’s executive bonus plan. The Company also agrees to grant Mr. Ramsdale, as soon as practicable, stock options covering 150,000 shares at an exercise price of $2.25 per share, vesting equally over 3 years. If the Company terminates his employment for any reason other than cause, disability or death, he resigns for good reason, or his employment is terminated by reason of disability or death (all as respectively defined in the

Ramsdale Agreement), he is entitled to additional benefits specified in the agreement. Mr. Ramsdale also is subject to an 18 month noncompetition agreement and one year nonsolicitation agreement following termination of his employment. This description of the Ramsdale Agreement is qualified by reference to the provisions of the Ramsdale Agreement attached to this report as Exhibit 10.1.

On December 14, 2004, the Board also appointed Richard Hassert, 53, as the Company’s Chief Operating Officer. Mr. Hassert founded the consulting firm of R. A. Hassert Associates in 1988. From March 2001 to October 2003, Mr. Hassert served as Vice President – Operations of Digital Innovations, LLC, a consumer products manufacturing company. From December 1998 until May 2000, Mr. Hassert served in the capacities of Vice President – Supply Chain of Office Depot – Europe, and Vice President – IT of Office Depot – Europe.

Under the terms of the Hassert Agreement (defined in Item 1.01 above), Mr. Hassert is employed on an “at will” basis, is entitled to a base salary at a gross annual rate of $258,000, and is eligible to receive an annual incentive cash bonus based on Mr. Hassert’s performance and the Company’s profitability during such period in accordance with the Company’s executive bonus plan. The Company also agrees to grant Mr. Hassert, as soon as practicable, stock options covering 150,000 shares at an exercise price of $2.25 per share, vesting equally over 3 years. If the Company terminates his employment for any reason other than cause, disability or death, he resigns for good reason, or his employment is terminated by reason of disability or death (all as respectively defined in the Hassert Agreement), he is entitled to additional benefits specified in the agreement. Mr. Hassert also is subject to an 18 month noncompetition agreement and one year nonsolicitation agreement following termination of his employment. This description of the Hassert Agreement is qualified by reference to the provisions of the Hassert Agreement attached to this report as Exhibit 10.2.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On ~~December~~January 145, ~~2004~~2005, the Board approved amendments to the Company’s Bylaws to (i) clarify the duties ~~delete~~of the ~~requirement~~Chief ~~that~~Executive ~~certain~~Officer ~~officers~~and ofto make such position separate from the ~~Company~~office beof ~~appointed~~President under the Bylaws, to (ii) clarify the duties of the office of President, (iii) clarify the position of Chairman of the Board ~~and~~to ~~President~~make such position a non-executive position, to(iv) provide ~~describe~~that the Board ~~duties~~may ofleave ~~the~~unfilled any office, (v) modify the notice provisions governing the calling of ~~Chief~~special meetings ~~Operating~~of ~~Officer~~the ~~and~~Board to allow notification via electronic communication, including email, and shortening the advance notice period for special director meetings and (vi) renumber certain sections of the Bylaws. The amendments to the Company’s Bylaws are attached hereto as Exhibit 3.1.

Item 8.01. Other Events

As described under Item 5.01, on December 13, 2004, the Purchaser completed the Tender Offer. As contemplated by the Tender Offer documents filed with the SEC prior to completion of the Tender Offer, on December 14, 2004 the Board approved the deregistration of the Company’s common stock subject to and conditioned upon receipt of a certification from its transfer agent that the Company has fewer than 300 stockholders of record. Upon receipt of such certification, the Company intends promptly to file a Form 15 with the SEC to deregister the Company’s common stock and suspend the Company’s reporting obligations under the Securities Exchange Act of 1934 pursuant to Rule 12g-4(a)(1)(i) thereof.

The filing of the Form 15 will immediately suspend the Company’s obligation to file reports under the Securities Exchange Act, including Forms 10-K, 10-Q and 8-K. The deregistration will not become effective, however, until the SEC terminates the registration, which the Company expects to occur 90 days after the filing of the Form 15.

Notwithstanding the suspension of its obligation to file periodic financial reports, by the terms of the Company’s indenture governing its 9-5/8% Senior Subordinated Notes due 2008, the Company would continue to be required voluntarily to file the same annual, periodic and current reports that it is now required to file as an SEC registrant so long as the indenture covenants remain in effect (the notes issued under the indenture have a stated maturity date of May 14, 2008).

In addition, as contemplated by the Tender Offer documents filed with the SEC prior to completion of the Tender Offer, on December 14, 2004 the Board approved the delisting of the Company’s common stock from the SmallCap Market of The Nasdaq Stock Market. Such delisting is anticipated to be effective prior to the commencement of trading on The Nasdaq Stock Market on December 16, 2004. Following the delisting, it is unlikely that the Company’s shares will be traded on the over-the-counter bulletin board, or that price quotations will be reported through any other sources.

A copy of the press release the Company issued on December 14, 2004, announcing, among other things, the deregistration and delisting of the Shares, is attached to this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.		Description
3.1		Amendments to Bylaws, adopted by the Board of Directors of Home Products International, Inc. on ~~December~~January 145, ~~2004~~2005
10.1		Employment Agreement between Home Products International, Inc. and ~~Douglas~~F. ~~Ramsdale~~Randall Chambers, dated ~~December~~January 143, ~~2004~~2005
10.2		Employment Agreement between Home Products International, Inc. and ~~Richard~~G. ~~Hassert~~Park Owens, dated ~~December~~January 145, ~~2004~~2005
10.3		Assignment and Assumption Agreement by and among Home Products International, Inc., Storage Acquisition Company, L.L.C. and James Tennant, dated December 14, 2004
99.1		Press release issued by the Company on January 3, 2005, announcing the hiring of F. Randall Chambers
99.1		Joint press release issued by the Company and the Purchaser on December 14, 2004, announcing the completion of the Tender Offer
99.2		Press release issued by the Company on January 6, 2005, announcing the hiring of G. Park Owens
99.2		Press release issued by the Company on December 14, 2004, announcing, among other things, the deregistration and delisting of the Company’s common stock

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.

	~~Home Products International, Inc.~~	Home Products International, Inc.
Dated December 15, 2004	By:		/s/ James Winslow
Dated: January 6, 2005	By:		/s/	James E. Winslow
	Name: James Winslow
	Name:			James E. Winslow
	Title: Executive Vice President, Chief Financial Officer and Secretary
	Title:			Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amendments to Bylaws, adopted by the Board of Directors of Home Products International, Inc. on December 14, 2004
10.1		Employment Agreement between Home Products International, Inc. and Douglas Ramsdale, dated December 14, 2004
10.2		Employment Agreement between Home Products International, Inc. and Richard Hassert, dated December 14, 2004
10.3		Assignment and Assumption Agreement by and among Home Products International, Inc., Storage Acquisition Company, L.L.C. and James Tennant, dated December 14, 2004.
99.1		Joint press release issued by the Company and the Purchaser on December 14, 2004, announcing the completion of the Tender Offer
99.2		Press release issued by the Company on December 14, 2004, announcing, among other things, the deregistration and delisting of the Company’s common stock

Item 9.01. Financial Statements and Exhibits.

8 (c) Exhibits.


Exhibit No.		Description
3.1		Amendments to Bylaws, adopted by the Board of Directors of Home Products International, Inc. on January 5, 2005

10.1		Employment Agreement between Home Products International, Inc. and F. Randall Chambers, dated January 3, 2005

10.2		Employment Agreement between Home Products International, Inc. and G. Park Owens, dated January 5, 2005

99.1		Press release issued by the Company on January 3, 2005, announcing the hiring of F. Randall Chambers

99.2		Press release issued by the Company on January 6, 2005, announcing the hiring of G. Park Owens

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · HOME PRODUCTS INTERNATIONAL INC