SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8 - K
CURRENT REPORT
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, 2000
BONDED MOTORS, INC.
-------------------
(Exact name of registrant as specified in charter)
California 0-28102 95-2698520
- ---------------------------- ------------ --------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization ) File Number) Identification Number)
7522 South Maie Avenue, Los Angeles, CA 90001
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 583-8631
--------------
<PAGE>
ITEM 5. OTHER EVENTS.
On April 3, 2000, the registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1. Following the issuance of the press release,
The Nasdaq-Amex Market Group notified registrant that its previous request for
continued inclusion on the Nasdaq National Market was denied and that the
Nasdaq Listing Qualifications Panel determined to delist the registrant's
securities from The Nasdaq Stock Market effective with the open of business on
April 4, 2000.
According to Nasdaq-Amex, the registrant's securities may be immediately
eligible to trade on the OTC Bulletin Board, and pursuant to SEC File No. TP
97-235, an exemption from Rule 15c2-11 has been granted to permit a
broker-dealer, without having the information specified by the Rule, to publish
in, or submit for publication in, a quotation medium, quotations for a security
immediately after such security is no longer authorized for quotation on The
Nasdaq Stock Market, subject to satisfaction of certain conditions.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
On March 31, 2000, the registrant received a letter of resignation by its
director David Braunstein. A copy of Mr. Braunstein's resignation letter is
attached hereto as Exhibit 99.2. In addition, on April 1, 2000, the registrant
received a letter of resignation by its Chief Financial Officer, Paul Sullivan.
A copy of Mr. Sullivan's resignation letter is attached hereto as Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release.
99.2 Letter of resignation from David Braunstein.
99.3 Letter of resignation from Paul Sullivan.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, on April 3, 2000.
BONDED MOTORS, INC.
/s/AARON LANDON
-----------------------------------
by Aaron Landon
President and Chief Executive Officer
(Principal Executive Officer)
<PAGE>
Exhibit 99.1
BONDED MOTORS ANNOUNCES 66 PERCENT WORKFORCE REDUCTION; RESIGNATION OF
CHIEF FINANCIAL OFFICER AND BOARD MEMBER; APPOINTMENT OF INTERIM CHIEF
OPERATING OFFICER
Los Angeles--(BUSINESS WIRE) April 3, 2000 - On March 29, 2000, Bonded Motors,
Inc. (Nadaq: BMTR) filed with the Securities and Exchange Commission a
notification of late filing of its Annual Report on Form 10-K for the year
ended December 31, 1999.
The company is required to file its Form 10-K not later than April 14, 2000. As
previously reported, the company has been advised by its independent auditors,
KPMG LLP, that it expects to issue a "going concern" opinion on the company's
December 31, 1999 financial statements based on the company's current financial
position.
As previously reported, the company is in violation of certain bank covenants
under its working capital line of credit with Comerica Bank ("Bank") and has
been working with the Bank to negotiate extensions of additional short-term
financing.
In addition, the company has been working with its major trade suppliers
through Motor Equipment Manufacturers' Association ("MEMA") to obtain an
extension of credit terms on new orders. The company has satisfied its most
recent financing requirements through a series of short term overdrafts to its
existing credit line provided by the Bank and an interim credit agreement with
MEMA.
Management has taken steps to reduce costs by effecting previously announced
workforce reductions and closings of its distribution centers in Albany, New
York, and Salida, California, and its manufacturing operation in Macon,
Georgia.
On Friday, March 31, 2000, the company effected a further 66% workforce
reduction in its Los Angeles manufacturing facility. In addition, management
has been exploring various alternatives to obtain necessary short-term
financing.
As of Friday, March 31, 2000, the company had not secured any alternative
financing and was not able to reach a further agreement with MEMA for an
extension of credit terms with the company's major trade suppliers. Comerica
Bank has notified the company that it would cease extending additional credit
to the company in the event the company was not able to reach such an agreement
with MEMA by March 31, 2000.
If an agreement is not reached with the company's trade suppliers or if the
company does not have access to the additional short-term financing from the
Bank, the company will not be able to continue funding operations.
On March 27, 2000, the company appointed Michael Dulion as Interim Chief
Operating Officer. On April 1, 2000, the company received resignation letters
from its Chief Financial Officer, Paul Sullivan, and one of its directors,
David Braunstein.
The Nasdaq-Amex Market Group has notified the company that it will delist the
company's common stock from the Nasdaq National Market, as the company has not
complied with the minimum $5 million market value of public float requirement
of the National Market.
The company has appealed the Nasdaq delisting decision and requested that in
the event its appeal is denied Nasdaq list its common Stock on the Nasdaq Small
Cap Market.
<PAGE>
Even if the company is able to secure additional short term financing from the
Bank and reach a further agreement with its major trade suppliers, the company
will require additional cash from outside sources to continue funding its
operations.
Management is continuing to explore various alternatives to obtain such
financing. There can be no assurance, however, that such financings would be
available when needed, if at all, or on favorable terms and conditions.
Additional equity financings would cause dilution of the outstanding common
stock.
This release contains forward-looking statements within the meaning of federal
securities laws which are intended to be covered by the safe harbors created
thereby. Those statements include, but may not be limited to, the discussions
of the company's liquidity. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, in particular, regarding the
company's plans for short-term liquidity. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
company or any other person that the objectives and plans of the company will
be achieved. The following release should be read in conjunction with the
company's most recent reports filed with the Securities and Exchange
Commission.
CONTACT: Bonded Motors, Inc., Los Angeles
Michael Dulion 323/583-8631
323/277-3730 (Fax)
<PAGE>
Exhibit 99.2
[CALIFORNIA MANUFACTURING TECHNOLOGY CENTER LETTERHEAD]
March 31, 2000
Mr. Aaron Landon
Bonded Motors
7522 S. Maie Avenue
Los Angeles, CA 90001
Dear Aaron:
I hereby resign from the Board of Bonded Motors.
While on the Board, I have asked that materials be prepared and provided prior
to Board Meetings to allow careful consideration and meaningful discussions by
the Board. I had also asked for increased planning and systematic analysis of
issues. Because of no progress in these areas, I feel that my contribution is
compromised.
For the record, I have never received any compensation for Board meetings.
Sincerely,
/s/DAVID BRAUNSTEIN
David Braunstein
President and
Chief Executive Officer
DB:mms
cc: Lee Petillon
<PAGE>
Exhibit 99.3
March 31, 2000
To: Board of Directors of Bonded Motors, Inc.
-----------------------------------------
Aaron Landon, Chairman of the Board
Bill Robinson, Board Member
Jack Creamer, Board Member
Bob Green, Board Member
From: Paul Sullivan
Gentlemen:
I resign my position as Vice President, Finance & Administration, Chief
Financial Officer of Bonded Motors, Inc.(the Company) effective March 31, 2000.
My reasons are simple: the Company can no longer assure me that I will be paid
wages and benefits accrued in the past, or be paid reimbursable business
expenses already incurred on behalf of the Company, or be paid wages and
benefits which would accrue, or be paid reimbursable business expenses which
may be incurred on behalf of the Company, should I continue my employment.
I have enjoyed working with the Board, with all management, and with the
employees of Bonded Motors these past many years, and my departure from the
Company is for no other reasons than those stated above. I will initiate a new
job search shortly.
Finally, I wish the Company much success in the future.
Sincerely,
/s/ PAUL SULLIVAN
Paul Sullivan
cc: Bonded Motors, Inc. Personnel Department
cc: Mark Hiraide Corporate Counsel
<PAGE>
