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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 18, 1997
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HELISYS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27286 95-4552813
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
24015 Garnier Street, Torrance, California 90505
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 891-0600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 18, 1997 The Nasdaq Stock Market ("Nasdaq") advised Helisys,
Inc., a Delaware corporation (the "Company"), that its securities would be
delisted as a result of the Company's failure to file with the Securities and
Exchange Commission and Nasdaq its Annual Report on Form 10-KSB for the most
recently completed fiscal year. By letter dated November 19, 1997, a copy of
which is filed as Exhibit 99.1 to this Report and incorporated herein by this
reference, the Company responded to such notification by Nasdaq and requested a
hearing before the Hearings Department. In such letter, the Company informed
Nasdaq that the reason it had not filed its Annual Report on Form 10-KSB for the
fiscal year ended July 31, 1997 (the "1997 Form 10-KSB") was because its former
auditors have refused to consent to the inclusion of their opinion for the prior
fiscal year in the 1997 Form 10-KSB, and that the newly appointed auditors,
while they have completed their audit of the 1997 fiscal year, have not had
sufficient time to complete their audit of the prior fiscal year.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this report:
<TABLE>
<CAPTION>
Exhibit Number Description
<C> <S>
99.1 Letter from the Registrant to The Nasdaq Stock
Market dated November 19, 1997 responding to
notification of proposed delisting.
</TABLE>
2
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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.
HELISYS, INC.
Date: November 20, 1997 By: /s/ DAVE T. OKAZAKI
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Dave T. Okazaki
Chief Financial Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<C> <S> <C>
99.1 Letter from the Registrant to The Nasdaq
Stock Market dated November 19, 1997
responding to notification of proposed
delisting.
</TABLE>
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EXHIBIT 99.1
[LETTERHEAD OF HELISYS]
November 19, 1997 VIA FACSIMILE: (202) 496-2695
Hearings Department
The Nasdaq Stock Market, Inc.
1735 K Street, N.W.
Washington, DC 20006
Re: Helisys, Inc.
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Gentlemen:
We received your letter of November 18, 1997 regarding the proposed de-listing
of Helisys, Inc. from The Nasdaq National Market, effective November 25, 1997. A
copy of this letter is attached for your reference. The reason stated in your
letter is that Helisys has not filed its Form 10-K for the fiscal year ended
October 31, 1997 with the Securities and Exchange Commission and The Nasdaq
Stock Market.
In fact, Helisys has not filed its Form 10-K for the fiscal year ended July 31,
1997. The Company appointed new auditors, Deloitte & Touche LLP, and they have
completed their audit for the most recent year ended July 31, 1997. The reason
for the delay is that the Company's former auditors, Arthur Andersen & Co., have
refused to consent to the inclusion of their opinion for the required prior
fiscal year. Deloitte & Touche is completing the audit for the period required
for the Form 10-K but has not had sufficient time to do so. They anticipate
being able to complete this audit no later than December 8, 1997.
Accordingly, Helisys hereby requests a review of the staff's findings and a
hearing before the Hearings Department by written documentation.
Helisys will forward a check for $1,400 in payment of the fees.
If you have any questions regarding this letter, please feel free to call me at
the number above. If you have any legal issues that you would like to address
with our counsel, please call Nick E. Yocca of Stradling Yocca Carlson & Rauth
at (714) 725-4040.
Sincerely,
/s/ DAVE T. OKAZAKI
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Dave T. Okazaki
Chief Financial Officer
