<PAGE> 1
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): February 25, 2000
CDSI HOLDINGS INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0001-22563 95-4463937
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(305) 579-8000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On February 25, 2000, CDSI Holdings Inc. issued a press release, a copy
of which is included as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.
EXHIBIT INDEX
99.1 Press release of CDSI Holdings Inc. dated February 25, 2000.
-2-
<PAGE> 3
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 hereunto duly authorized.
CDSI HOLDINGS INC.
By: /s/ J. Bryant Kirkland III
----------------------------------------
J. Bryant Kirkland III
Vice President, Chief Financial Officer,
Secretary and Treasurer
Date: March 6, 2000
-3-
<PAGE> 1
Exhibit 99.1
SARD VERBINNEN & CO NEWS
FOR IMMEDIATE RELEASE Contact: George Sard/Anna Cordasco/Paul Caminiti
- --------------------- Sard Verbinnen & Co., Inc.
212/687-8080
---------------------------------------------------
CDSI HOLDINGS INC. TO DISCONTINUE
TOBACCO DISTRIBUTION BUSINESS
MIAMI, FLORIDA, FEBRUARY 25, 2000 -- CDSI Holdings Inc. (OTC: CDSI)
announced today that its subsidiary, Controlled Distribution Systems, Inc., will
no longer be actively engaged in the business of marketing and leasing an
inventory control system for tobacco products. CDSI has determined that it
cannot generate sufficient revenues from the sale and leasing of its Coinexx
Star 10 cigarette dispensing machine to justify continuation of the business.
The Company does not anticipate it will receive any material proceeds from the
disposition of the assets of the business. CDSI currently estimates that it will
recognize a charge of approximately $325,000 for the year ended December 31,
1999 relating to the discontinuation of the business, primarily associated with
the write-off of its inventory of machines.
CDSI, a Delaware corporation, holds a minority interest in Digital
Asset Management Inc., an internet application service provider that develops
and distributes direct marketing and customer relationship products and
services. CDSI intends to explore investments in other Internet-related
businesses as well as other business opportunities. As CDSI has only limited
cash resources, CDSI's ability to complete any investment opportunities it may
identify will depend on its ability to raise additional financing, as to which
there can be no assurance.
# # #
SARD VERBINNEN & CO., INC. 630 THIRD AVENUE NEW YORK, NY 10017
TEL: 212-687-8080 FAX: 212-687-8344