UNITED STATES
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): April 12, 2000
SAXTON INCORPORATED
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-22299 88-0223654
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(Commission File Number) (IRS Employer Identification No.)
5440 WEST SAHARA AVENUE, LAS VEGAS, NEVADA 89146
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (702) 221-1111
NA
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(Former name or former address, if changed since last report)
Page 1 of 3
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ITEM 5. OTHER EVENTS.
(a) On April 12, 2000, Robert R. Barengo and Robert A. Hynote announced
their resignation as Directors of the Company for personal reasons.
(b) On March 31, 2000, the Company filed with the Securities and Exchange
Commission a Form 12B-25 indicating that it had been delayed in filing its Form
10-K for the year ended December 31, 1999 because its financial statements for
that year had not been completed pending the resolution of certain asset
valuation issues.
(c) At the time of the filing of the Form 12B-25, the Company anticipated
that its Form 10-K for the year ended December 31, 1999 would be filed on or
before the 15th calendar day following the prescribed due date. Because its
financial statements for the year ended December 31, 1999 continue to be
incomplete pending the resolution of certain asset valuation issues, the Company
continues to be delayed in filing its Form 10-K.
(d) On April 19, 2000, The Nasdaq-Amex Market Group ("Nasdaq") informed
the Company that unless the Form 10-K is filed with the Securities and Exchange
Commission by April 26, 2000, the Company's common stock will be delisted from
The Nasdaq Stock Market at the opening of business on April 28, 2000. The
Company intends to timely request a hearing before the Nasdaq Listing
Qualifications Panel which will stay the delisting pending an oral hearing, the
date of which has not yet been set. Although the Company believes that it will
be able to complete and file its Form 10-K prior to the date of any hearing,
there can be no assurance that it will be able to do so, that it will be
successful at the hearing or that its common stock will remain listed on Nasdaq.
If the Company's common stock were to be delisted by Nasdaq, the Company
anticipates that market price quotations of its common stock would be listed on
the OTC bulletin board which is not as widely published as the market price
quotations of the Nasdaq National Market. Therefore, it would likely become more
difficult to buy or sell the Company's common stock or to obtain timely and
accurate quotations. In addition, the delisting process could result in a
decline in the trading market for the Company's common stock which could
potentially depress the Company's stock price, among other consequences.
(e) On April 24, 2000, the Company issued the attached press release.
ITEM 7(c). EXHIBITS.
Number Description Method of Filing
99.1 Press Release dated April 24, 2000 Filed herewith
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SIGNATURE
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.
Date: April 24, 2000 SAXTON INCORPORATED
(Registrant)
By: /S/ JAMES C. SAXTON
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James C. Saxton
Chairman of the Board, President and
Chief Executive Officer
SAXTON INCORPORATED ANNOUNCES RESIGNATION OF TWO DIRECTORS AND
DELAY IN FILING 10-K FOR 1999, POSSIBLE NASDAQ DELISTING
PLANS PARTIAL RESUMPTION OF OPERATIONS
LAS VEGAS, NV, April 24 -- Saxton Incorporated (Nasdaq NMS: SXTNE) today
made the following announcements:
(a) On April 12, 2000, Robert R. Barengo and Robert A. Hynote, Directors
of the Company, resigned for personal reasons.
(b) On March 31, 2000, the Company filed Form 12B-25 with the Securities
and Exchange Commission indicating that it experienced delays in filing its Form
10-K for the year ended December 31, 1999 because its 1999 financial statements
had not been completed pending the resolution of certain asset valuation issues.
(c) At the time of the filing of Form 12B-25, the Company anticipated that
its Form 10-K for the year ended December 31, 1999 would be filed on or before
the 15th calendar day following the prescribed due date. Because its 1999
financial statements continue to be incomplete owing to certain unresolved asset
valuation issues, the Company has not yet filed Form 10-K.
(d) On April 19, 2000, The NASDAQ-Amex Market Group (NASDAQ) informed the
Company that unless the Form 10-K is filed with the Securities and Exchange
Commission by April 26, 2000, the Company's common stock will be delisted from
The NASDAQ Stock Market at the opening of business on April 28, 2000. The
Company intends to request a hearing before the NASDAQ Listing Qualifications
Panel which will stay the delisting pending an oral hearing, the date of which
has not yet been set. Although the Company believes that it will be able to
complete and file its Form 10-K prior to the date of any hearing, there can be
no assurance that it will be able to do so, that it will be successful at the
hearing or that its common stock will remain listed on NASDAQ. If the Company's
common stock were to be delisted by NASDAQ, the Company anticipates that market
price quotations of its common stock would be listed on the OTC Bulletin Board,
which is not as widely published as the quotations of the NASDAQ National
Market. Therefore, it would likely become more difficult to buy or sell the
Company's common stock or to obtain timely and accurate quotations. In addition,
the delisting process could result in a decline in the trading market for the
Company's common stock, which could potentially depress the Company's stock
price, among other consequences.
(e) The Company had suspended construction in February on its Nevada and
Utah projects owing to cash flow and other problems. The Company has now resumed
partial construction on its tax credit apartment projects in Las Vegas and Reno
and believes that it will be able to resume homebuilding operations in the Las
Vegas area in the next few weeks. The Company is in negotiations with its
subcontractors and lenders in an attempt to restructure the Company's debt.
However, there can be no assurance that the Company will be able to continue
construction on the tax credit apartment projects, that it will be able to
resume homebuilding operations in Las Vegas or that it will be able to
restructure its existing debt. The failure by the Company to accomplish any of
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these items would have a material adverse effect on the Company, its operations
and its financial condition.
Saxton Incorporated is a diversified real estate development company,
principally engaged in building affordable homes in the Las Vegas, Phoenix, Salt
Lake City, Reno and Tucson markets. The company's business consists of four
components: (i) the design, development, construction and sale of single-family
homes; (ii) the performance of design-build services for third-party clients,
including tax credit partnerships; (iii) the design, development and
construction of income-producing portfolio properties; and (iv) property
operations and management. For more information on Saxton Incorporated, please
visit the company's web site at www.sxtn.com.
FORWARD-LOOKING STATEMENTS IN THIS NEWS RELEASE ARE MADE UNDER THE SAFE HARBOR
PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. CERTAIN
IMPORTANT FACTORS COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED BY THE FORWARD-LOOKING STATEMENTS, INCLUDING THE IMPACT OF CHANGED
ECONOMIC OR BUSINESS CONDITIONS, THE IMPACT OF COMPETITION, OTHER RISKS FACTORS
INHERENT IN THE HOMEBUILDING AND REAL ESTATE INDUSTRIES AND OTHER FACTORS
DISCUSSED FROM TIME TO TIME IN REPORTS FILED BY THE COMPANY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
