<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT: SEPTEMBER 8, 1999
QUALMARK CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 0-28484 84-1232688
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(STATE OR OTHER JURISDICTION (COMMISSION FILE I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) NUMBER)
1329 WEST 121ST AVENUE, DENVER, CO 80234
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(303) 254-8800
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(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
<PAGE>
ITEM 5. OTHER EVENTS
ON AUGUST 31, 1999, THE COMPANY ISSUED A PRESS RELEASE WHICH IS
ATTACHED TO THIS REPORT AS EXHIBIT 5.1.
ON SEPTEMBER 2, 1999, THE COMPANY ISSUED A PRESS RELEASE WHICH IS
ATTACHED TO THIS REPORT AS EXHIBIT 5.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 5.1 Press Release dated 8/31/99
Exhibit 5.2 Press Release dated 9/2/99
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 thereunto duly
authorized.
DATED, this 8th day of September, 1999.
QUALMARK CORPORATION
By: /s/ W. Preston Wilson
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W. Preston Wilson, President & CEO
-2-
<PAGE>
Exhibit 5.1
[Letterhead]
QUALMARK CORPORATION ENTERS INTO $1 MILLION
EQUITY FINANCING AGREEMENT WITH ROSER VENTURES
PROCEEDS DESIGNATED FOR AGGRESSIVE EXPANSION OF INTERNATIONAL ARTC NETWORK
DENVER, Colorado -- QualMark Corporation (Nasdaq SmallCap Market-QMRK), a
leading provider of accelerated life testing services and equipment primarily
for electronics manufacturers, today announced that Roser Ventures LLC of
Boulder, Colo., has made a $1 million equity investment in QualMark.
Preston Wilson, president and CEO of QualMark, said that proceeds from
the financing will be used primarily to establish as many as 12 additional
Accelerated Reliability Test Center-Registered Trademark- (ARTC-Registered
Trademark-) alliances in various locations throughout the United States,
Europe and Asia. The unique ARTC concept allows manufacturers to
cost-effectively access QualMark's advanced testing technology by outsourcing
services on a contract basis.
"This capital infusion from Roser Ventures gives us the flexibility to
capitalize on growing worldwide acceptance of QualMark's accelerated testing
techniques by aggressively expanding our ARTC network into lucrative new
markets," said Wilson. "Our new ARTC alliance strategy -- by which we target
specific industries and foreign markets through partnerships with
complementary companies with an established presence -- has been extremely
successful with the formation of six such alliances since the end of 1997.
We are confident this low-cost expansion model can be quickly extended into
several additional markets."
"We were very pleased to reach this agreement with QualMark as we believe
the Company has established a strong expansion strategy that should allow it
to significantly accelerate revenue growth in the near term. Moreover, with
the recent settlement of its expensive, time-consuming legal issues, the
Company is now in a position to translate a significant portion of that
revenue growth to the bottom line. As long-time believers in QualMark, we
have never seen a better time to invest," said Christopher W. Roser,
principal in Roser Ventures.
Under terms of the private placement, QualMark will issue to Roser
Ventures Series A Convertible Preferred Shares with dividends accruing at a
rate of eight percent per annum.
Roser Ventures was founded in 1987 and focuses its investments in
software, hardware, communications, business services, capital equipment,
specialty chemicals and media industries. The firm targets the Rocky
Mountain region, with nearly 75 percent of its investments residing with
Colorado-based companies. The firm has $74 million under management. For
additional information, visit the firm's website at www.roserventures.com.
[more]
<PAGE>
QualMark Corporation develops, manufactures and markets accelerated life
testing systems that provide manufacturers with the necessary information to
improve product reliability by rapidly exposing design and
manufacturing-related flaws. QualMark has installed more than 280 OVS-TM-
Physical Stress Systems in 14 countries, operates seven Accelerated
Reliability Test Centers (ARTC) and one ARTC alliance in the United States,
and has formed international ARTC alliances in the United Kingdom, Ireland,
Germany, the Netherlands and Italy.
Some statements contained herein are forward-looking statements. The
Company's actual results may vary materially from the forward-looking
statements made above due to important factors including, but not limited to,
variability of order flow, future economic conditions, competitive products
and pricing, new product development, the delivery of product under existing
contracts and other factors. Additional information concerning factors that
could cause actual results to differ materially from those in the
forward-looking statements made above is contained in the following documents
on file with the U.S. Securities and Exchange Commission: the Company's
Registration Statement on Form SB-3, filed Aug. 25, 1997; its Form 10-KSB for
the year ended Dec. 31, 1998; and Quarterly Reports for 1999 on Form 10-QSB.
###
CONTACTS:
QualMark Corporation Pfeiffer Public Relations, Inc.
Preston Wilson, President and CEO Jay Pfeiffer or Matt Dickerson
303-254-8800 303-393-7044
www.qualmark.com email: [email protected]
<PAGE>
Exhibit 5.2
[Letterhead]
QUALMARK CORPORATION SETTLES PATENT INFRINGEMENT LAWSUIT
RESOLUTION CLEARS WAY FOR IMPLEMENTATION OF AGGRESSIVE GROWTH STRATEGY
DENVER, Colorado -- QualMark Corporation (Nasdaq SmallCap Market-QMRK),
a leading provider of accelerated life testing services and equipment
primarily for electronics manufacturers, today announced it has reached a
settlement agreement with Screening Systems, Inc. (SSI) resolving all legal
disputes.
"While we continue to maintain that QualMark engaged in no wrongful
conduct, the Board of Directors determined that a settlement was preferable
to the uncertainty surrounding continued costly litigation and the
possibility of an appeal even if QualMark prevailed," said Preston Wilson,
president and CEO of QualMark.
"Over the past three and one-half years, QualMark has achieved
exceptional growth in spite of litigation activities that have required
constant attention from management and consumed nearly $3.5 million in cash,"
Wilson added. "We are now looking forward to focusing our full time and
attention on pursuing the tremendous growth opportunities represented by
expanding market interest in our products and services. In addition, we are
particularly excited about prospects for achieving consistent profitability
now that the financial drain of litigation expenses has been eliminated."
Under terms of the settlement, QualMark will pay SSI $925,000 in cash
over the next 20 months and will provide warrants for the purchase of 620,000
shares of common stock, having a five-year term and an exercise price of
$4.85. Shares purchased under the warrant are subject to voting restrictions
so long as SSI or its affiliates own more than 5% of the outstanding shares.
All expenses associated with the settlement are expected to be booked in the
third quarter ending September 30, 1999. In addition, because QualMark had
already taken a reserve against future litigation expenses, only a portion of
the $925,000 cash settlement will have to be expensed in the third quarter.
The settlement also stipulates a mutual release of liability that limits
either party's ability to take further legal action for claims related to
matters addressed in the formerly pending actions. These matters include,
among others, infringement or alleged infringement of any patent, trademark
or service mark.
Pursuant to terms of the agreement, QualMark and SSI issued the
following joint statement: "QualMark Corporation and Screening Systems, Inc.
are pleased to announce that they have resolved all the litigation pending
between them. QualMark denies that it engaged in any wrongful conduct.
QualMark acknowledges that Screening Systems and its founder, Richard Baker,
have been leaders in the field of environmental stress screening, and
QualMark expresses its regret for any acts which SSI may have considered an
infringement."
[more]
<PAGE>
QualMark Corporation develops, manufactures and markets accelerated life
testing systems that provide manufacturers with the necessary information to
improve product reliability by rapidly exposing design and
manufacturing-related flaws. QualMark has installed more than 280 OVS-TM-
Physical Stress Systems in 10 countries, operates seven Accelerated
Reliability Test Centers-Registered Trademark- (ARTC-Registered Trademark-)
and one ARTC alliance in the United States, and has formed international ARTC
alliances in the United Kingdom, Ireland, Germany, the Netherlands and Italy.
Some statements contained herein are forward-looking statements. The
Company's actual results may vary materially from the forward-looking statements
made above due to important factors including, but not limited to, variability
of order flow, future economic conditions, competitive products and pricing, new
product development, the delivery of product under existing contracts and other
factors. Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements made
above is contained in the following documents on file with the U.S. Securities
and Exchange Commission: the Company's Registration Statement on Form SB-3,
filed August 25, 1997; its Form 10-KSB for the year ended December 31, 1998; and
Quarterly Reports for 1999 on Form 10-QSB.
###
CONTACTS:
QualMark Corporation Pfeiffer Public Relations, Inc.
Preston Wilson, President and CEO Matt Dickerson or Jay Pfeiffer
303-254-8800 303-393-7044
www.qualmark.com [email protected]
