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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 18, 2000
BIGMAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-14416 31-1445779
(Commission File Number) (I.R.S. Employer Identification No.)
9711 Sportsman Club Road, Johnstown, Ohio 43031-9141
(Address of principal executive offices) (Zip Code)
(740) 966-5800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
POSSIBLE NASDAQ DELISTING
The Common Stock, $.001 par value (the "Common Stock"), of Bigmar, Inc. (the
"Company") is quoted on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") SmallCap Market ("NASDAQ SmallCap") under the symbol
"BGMR". The Company received a notice dated April 7, 2000, from the Nasdaq Stock
Market, Inc. that the Company no longer met the requirements for continued
listing. In accordance with the NASDAQ SmallCap rules, securities listed on
NASDAQ SmallCap, in addition to other requirements, must maintain a minimum net
tangible asset base, a minimum market capitalization, or a minimum net income to
be eligible for continued listing. On June 26, 2000, the Company was informed by
NASDAQ that, if the Company did not demonstrate compliance with the above
requirements, the Company's Common Stock would be delisted. The Company
requested a hearing to contest the delisting, which request stays the delisting
until a determination by NASDAQ hearing panel. The Company has been informed by
NASDAQ that the hearing is scheduled to take place on September 28, 2000. While
there can be no assurance regarding the outcome of such hearing, the Company is
currently exploring alternative funding options in order to meet the $2.0
million minimum net tangible asset requirement and satisfy NASDAQ's requirements
for continued listing. However, NASDAQ has broad discretion regarding the
continued listing of the Company and there can be no assurance that the Company
will be able to avoid delisting even if the Company is able to demonstrate
technical compliance with the continued listing requirements.
If the Company is delisted from the NASDAQ SmallCap Market, it would seek to be
quoted on the OTC Bulletin Board. However, there is no assurance that existing
market makers would continue to make a market in the Company's Common Stock on
the OTC Bulletin Board.
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.
Date: August 18, 2000
BIGMAR, INC.
By: /s/ John G. Tramontana
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John G. Tramontana
Chairman of the Board, President
And Chief Executive Officer
