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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): FEBRUARY 18, 1999
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COMMODORE SEPARATION TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22291 11-3299195
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3240 TOWN POINT DRIVE, SUITE 200
KENNESAW, GEORGIA 30144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 422-1518
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(Former Name or Former Address, if Changed Since Last Report)
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CURRENT REPORT ON FORM 8-K
COMMODORE SEPARATION TECHNOLOGIES, INC.
FEBRUARY 18, 1999
ITEM 5. OTHER EVENTS.
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Commodore Separation Technologies, Inc., a Delaware corporation
("Separation"), announced that it received notice on February 18, 1999 from a
Nasdaq Listing Qualifications Panel (the "Panel") that the Panel has determined
to delist Separation's common stock, par value $0.001 per share, convertible
redeemable preferred stock, par value $0.001 per share, and redeemable Common
Stock purchase warrants from The Nasdaq SmallCap Market, effective with the
close of business on February 18, 1999. In its notice to Separation, which
Separation received after the close of business on February 18, 1999, the Panel
noted that Separation has failed to comply with the market makers (warrants),
bid price and market value of public float requirements as set forth in Nasdaq
Marketplace Rules 4310(c)(1), 4310(c)(4) and 4310(c)(7) for a significant period
of time.
The Panel informed Separation that its securities may immediately be
eligible to trade on the OTC Bulletin Board, and Separation is taking all
necessary and appropriate steps to qualify its common stock, public preferred
stock and public warrants for quotation on the OTC Bulletin Board.
The Panel also informed Separation that it may submit a written
request, within 15 days from February 18, 1999, to the Nasdaq Listing and
Hearing Review Counsel to review the decision rendered by the Panel.
Separation is currently evaluating its options in this regard.
The foregoing is qualified in its entirety by reference to the press
release, dated February 19, 1999, issued by Separation and filed herewith as
EXHIBIT 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
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Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
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Not Applicable.
(c) EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated February 19, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
COMMODORE SEPARATION TECHNOLOGIES, INC.
Date: February 19, 1999 By: /s/ JAMES M. DEANGELIS
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James M. DeAngelis
Vice President--Sales & Marketing
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated February 19, 1999.
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Exhibit 99.1
COMMODORE SEPARATION TECHNOLOGIES, INC.
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NEWS RELEASE
FOR RELEASE IMMEDIATE
CONTACT: JAMES M. DEANGELIS - (770) 422-1518
MELISSA C. BERKOWITZ - (212) 308-5800
Commodore Separation Technologies, Inc.
Delisted From Nasdaq SmallCup Market
NEW YORK, N.Y., February 19, 1999 - Commodore Separation Technologies, Inc.
(CXOT, CXOTP and CXOTW) today announced that it has received notice from a
Nasdaq Listing Qualifications Panel that the Panel has determined to delist
Commodore's common stock, public preferred stock and public warrants from The
Nasdaq SmallCap Market effective with the close of business on
February 18, 1999.
In its notice to Commodore, which Commodore received after the close of
business on February 18, 1999, the Panel noted that Commodore has failed to
comply with the minimum number of market makers (warrants), the $1.00
minimum bid price and the minimum market value of public float requirements
for a significant period of time.
The Panel informed Commodore that its securities may immediately be eligible
to trade on the OTC Bulletin Board, and Commodore is taking all necessary and
appropriate steps to qualify its common stock, public preferred stock and
public warrants for the quotation on the OTC Bulletin Board.
The Panel informed Commodore that it may submit a written request, within 15
days from February 18, 1999, to the Nasdaq Listing and Hearing Review Counsel
to review the decision rendered by the Panel. Commodore is currently
evaluating its options in this regard.
THIS PRESS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WHICH ARE
SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS, CERTAIN OF WHICH ARE
BEYOND COMMODORE'S CONTROL. THESE AND OTHER RISKS ARE SET FORTH IN
COMMODORE'S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE
WORDS "BELIEVE," "EXPECT," "SHOULD," "ANTICIPATE," "WILL," "MAY,"
"POTENTIAL," "INTEND," AND ANALOGOUS EXPRESSIONS IDENTIFY FORWARD-LOOKING
STATEMENTS.
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