HELISYS INC
8-K, 1998-04-02
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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<PAGE>
 
                      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 31, 1998
                                                  --------------


                                 HELISYS, INC.
                                 -------------
              (Exact Name of Registrant as Specified in Charter)


             Delaware                0-27286            95-4552813
             --------                -------            ----------
   (State or Other Jurisdiction    (Commission       (I.R.S. Employer
         of Incorporation)         File Number)     Identification No.)


              24015 Garnier Street, Torrance, California    90505
              ------------------------------------------    -----
               (Address of Principal Executive Offices)   (Zip Code)


Registrant's telephone number, including area code  (310) 891-0600
                                                    --------------

                                Not Applicable
                                --------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
Item 5.   Other Events.

      On March 31, 1998, Helisys, Inc. (the "Company") was informed by The
Nasdaq Stock Market that as of the close of business on March 31, 1998, its
common stock no longer qualifies for listing on The Nasdaq National Market. On
April 1, 1998, the Company's common stock commenced trading on the OTC Bulletin
Board under the symbol HELI. The delisting from Nasdaq resulted from the
Company's inability to comply with The Nasdaq National Market's continued
listing requirements.

Item 7.   Financial Statements and Exhibits

99.00 Press Release Dated April 2, 1998

                                       2
<PAGE>
 
                                  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:  April 2, 1998                     By:  /s/ DAVE T. OKAZAKI
                                              ---------------------------
                                              Dave T. Okazaki
                                              Chief Financial Officer

                                       3
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                  
Exhibit Number                   Description
- --------------                   -----------
<C>                 <S>

    99.00           Press Release Dated April 2, 1998
</TABLE>

<PAGE>
 
Exhibit 99.00

                                                  Contact:   Jeffrey Lloyd
                                                             Linda Press
                                                             Sitrick And Company
                                                             (310) 788-2850

                         HELISYS DELISTED FROM NASDAQ

     TORRANCE, CALIFORNIA, APRIL 2, 1998 - HELISYS, INC. today announced that it
has been informed by The Nasdaq Stock Market that as of the close of business on
March 31, 1998, its common stock no longer qualifies for listing on The Nasdaq 
National Market.  The Company's common stock is currently traded on the OTC 
Bulletin Board under the symbol HELI.  The delisting from Nasdaq resulted from 
the Company's inability to comply with The Nasdaq National Market's continued 
listing requirements.  The Company waived its right to apply for listing of its 
common stock on the Nasdaq Small Cap Market, however the Company may apply for 
listing on The Nasdaq Stock Market in the future.

     Helisys develops and builds automated systems for creating physical models,
industrial patterns, and product prototypes directly from three-dimensional
computer-generated designs. Helisys' manufacturing customers include makers of
automobiles, toys, appliances, sporting goods, electronic hardware, medical
devices, aerospace components, shoes, springs, and other products. Helisys'
systems also are used in university research environments and supercomputer
centers.

     THE STATEMENTS IN THIS NEWS RELEASE CONTAIN FORWARD-LOOKING INFORMATION
RELATING TO THE COMPANY'S FUTURE PERFORMANCE. ACTUAL EVENTS AND PERFORMANCE MAY
DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS. THE COMPANY HEREBY MAKES
REFERENCE TO THE DOCUMENTS THAT THE COMPANY FILES WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING ITS FORM 10-KSB FOR FISCAL YEAR END JULY 31,
1997; 10-QSB FOR THE PERIODS ENDED JANUARY 31, 1997, APRIL 30, 1997, OCTOBER 31,
1997, AND JANUARY 31, 1998, RESPECTIVELY; AND REGISTRATION STATEMENT ON FORM 
SB-2, AS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION ON MARCH
7, 1996, INCLUDING, WITHOUT LIMITATION, THE INFORMATION CONTAINED IN THE SECTION
TO THE REGISTRATION STATEMENT ENTITLED "RISK FACTORS." THESE DOCUMENTS IDENTIFY
IMPORTANT FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL PERFORMANCE TO DIFFER
FROM THE COMPANY'S EXPECTATIONS AND THE FORWARD-LOOKING STATEMENTS CONTAINED IN
THIS NEWS RELEASE. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: QUARTERLY
FLUCTUATIONS IN OPERATING RESULTS DUE TO CHANGES IN THE COMPANY'S SALES AND
CUSTOMER MIX, DELAYS IN SHIPPING NEW SYSTEMS, THE INTRODUCTION OF NEW PRODUCTS
AND PRODUCT ENHANCEMENTS BY HELISYS OR ITS COMPETITORS, PRICING PRESSURES,
INCREASES IN EXPENDITURES RELATING TO PURSUING THE COMPANY'S BUSINESS
STRATEGIES, GENERAL ECONOMIC CONDITIONS AND OTHER FACTORS; EMERGING NATURE OF
THE RAPID PROTOTYPING INDUSTRY; RELIANCE BY HELISYS ON A SINGLE PRODUCT LINE;
CONTINUED RELIABILITY OF THE COMPANY'S PRODUCTS; AND DEPENDENCE BY THE COMPANY
ON ITS PROPRIETARY TECHNOLOGY.



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