OPTICAL CABLE CORP
8-K, 1999-04-02
DRAWING & INSULATING OF NONFERROUS WIRE
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                       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):  MARCH 29, 1999

                            OPTICAL CABLE CORPORATION

       VIRGINIA                      0-27022                      54-1237042
(State of incorporation)      (Commission file number)        (I.R.S. Employer
                                                             Identification No.)

  5290 CONCOURSE DRIVE                                          (540) 265-0690
   ROANOKE, VA, 24019                                         (Telephone Number)
 (Address of principal
   executive offices)


<PAGE>

ITEM 5. OTHER EVENTS

      On March 29, 1999,  Optical Cable  Corporation  (the "Company")  announced
that its Board of Directors  expanded the  Company's  stock  repurchase  plan by
authorizing the repurchase of an aggregate of up to $15 million of the Company's
common stock. The Company  originally  announced the authorization to repurchase
with up to $5  million  of the  Company's  common  stock in  October  1997,  and
announced  an increase of the  authorization  to $10 million in April 1998.  The
repurchases will be made in open market or in privately negotiated transactions.
A copy of the press release  announcing this stock  repurchase  authorization is
filed as an exhibit to this Report on Form 8-K.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c) Exhibits.

          99.1 Press release of Optical Cable Corporation, dated March 29, 1999.




                                       2
<PAGE>

                                    SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  the  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on the 2nd day of April, 1999.

                            OPTICAL CABLE CORPORATION


                           By: /s/ Kenneth W. Harber
                               ---------------------
                               Kenneth W. Harber
                               Vice President of Finance,
                               Treasurer and Secretary



                                       3
<PAGE>

                                INDEX TO EXHIBITS

DOCUMENT                                                                PAGE NO.
- --------                                                                --------
99.1 Press release of Optical Cable Corporation, dated
 March 29, 1999.......................................




                                                                    EXHIBIT 99.1


NEWS                                         RE:
BULLETIN                                             OPTICAL CABLE CORPORATION
                                                     5290 Concourse Drive
                                                     Roanoke, VA 24019
                                                     (Nasdaq:  OCCF)

FROM:
[FRB LOGO]
- ------------------------------------------------------------------------------
The Financial Relations Board Inc.

FOR FURTHER INFORMATION:

AT THE COMPANY:                                AT THE FINANCIAL RELATIONS BOARD:
Robert Kopstein         Ken Harber             Alison Ziegler - General Info.
Chairman & CEO          VP of Finance          Jordan Darrow - Analyst Info.
(540) 265-0690          (540) 265-0690         Deanne Eagle - Media Info.
[email protected]   [email protected]   (212) 661-8030

FOR IMMEDIATE RELEASE

                      OPTICAL CABLE CORPORATION AUTHORIZES
                      EXPANSION OF STOCK REPURCHASE PROGRAM

ROANOKE,  Virginia -- March 29, 1999 -- Optical Cable Corporation (Nasdaq: OCCF)
today  announced  that its Board of Directors  has amended its stock  repurchase
plan to allow the repurchase of up to $15 million of the Company's  common stock
in the open market or in privately negotiated  transactions over the next twelve
months. The Company's original plan, authorized in October 1997, allowed for the
repurchase of up to $5 million of common stock. The  authorization was increased
to $10 million in April 1998.

"The  decision  to  repurchase  our  shares  reflects   management's   continued
confidence in our global position  within the fiber optic cable  industry," said
Robert  Kopstein,  President and Chief Executive  Officer.  "We are particularly
pleased with our customers' initial reaction to our website,  where they can now
place orders for our standard product offerings. Our website began taking orders
in early  March and we are  already  seeing  growing  sales as well as a growing
percentage of weekly orders being directed over the Internet.  For the first two
weeks,  the  percentage of sales coming over the Internet rose from 6.5% to 20%,
with the second week's stock  inventory  sales overall being  approximately  50%
greater  than  the  first  week's.  After  a  relatively  flat  February,  early
indications  are  that  our  small  order  business,   which  has   historically
represented  two-thirds of revenues,  is continuing to strengthen in March.  Our
gross  margin  has also  continued  to improve  from  43.6% in the first  fiscal
quarter  to 46.5% in  February.  This is only the  second  time in the last five
years that the gross margin has reached these  levels.  The  improvement  in the
gross margin reflects  favorable  fiber pricing as well as improving  prices for
our fiber optic cable products."

Optical Cable Corporation  manufactures and markets a broad range of fiber optic
cables for "high bandwidth" transmission of data, video and audio communications
over moderate  distances.  Optical Cable  Corporation's  cables can be used both
indoors and outdoors  and utilize a  tight-buffered  coating  that  protects the
optical fiber.

                                    --MORE--

Financial  Relations Board,  Inc. serves as financial  relations counsel to this
company,  is acting  on the  company's  behalf  in  issuing  this  bulletin  and
receiving  compensation  therefor. The information contained herein is furnished
for  information  purposes only and is not to be construed as an offer to buy or
sell securities.

<PAGE>

Optical Cable Corporation
Page 2


Note:  This news release  contains  certain  forward  looking  statements  which
include  statements  regarding the Company's  venture into e-commerce as well as
prospects for gross margins and sales. Forward looking statements are beyond the
Company's  ability to control and in many cases the Company  cannot predict what
factors would cause actual results to differ  materially from those indicated by
the  forward  looking  statements.   The  Company's  documents  filed  with  the
Securities and Exchange  Commission identify important factors which would cause
actual results to differ  materially from those indicated by the forward looking
statements.  These factors include statements about the Company's future growth,
level of sales to key customers,  actions by  competitors,  fluctuations  in the
price of raw  materials,  the  Company's  dependence  on a single  manufacturing
facility,  ability  to  protect  its  proprietary  manufacturing  technology,  a
dependence on a limited number of suppliers, technical changes and introductions
of new competing products,  productivity,  international operations,  weather as
well as other factors.

NOTE: Further  information on Optical Cable Corporation is available through our
website on the World Wide Web at http://www.occfiber.com

 To receive additional information on Optical Cable Corporation, via fax, at no
                charge, dial 1-800-PRO-INFO and enter code OCCF.




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