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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) June 23, 1998
Nexar Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-29294 04-3268334
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification
Number)
257 Turnpike Road., Southborough, Massachusetts 01772
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(Address of principal executive offices) (Zip Code)
(508) 485-7900
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(Registrant's telephone number, including area code)
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Items 1 through 4, 6 and 8 Not Applicable.
Item 5. Other Events.
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Reference is made to the press release issued to the public by the
registrant on June 23, 1998, the text of which is attached hereto as an exhibit,
for a description of the events reported pursuant to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99.1. Text of press release dated June 23, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Nexar Technologies, Inc.
Dated: June 23, 1998 By /s/ Albert J. Agbay
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Albert J. Agbay
President and Chief
Executive Officer
By /s/ Gerald Y. Hattori
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Gerald Y. Hattori
Chief Financial Officer
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EXHIBIT 99.1
NEXAR DISCUSSES COMPANY STRATEGY AT ANNUAL
STOCKHOLDER MEETING
SOUTHBOROUGH, Mass., June 23, 1998 - Shareholders of Nexar Technologies Inc.,
(Nasdaq:NEXR) received a report on the Company's current and upcoming business
development plans at Nexar's annual stockholder meeting held in Boston, Mass.
yesterday. Chairman and chief executive officer, Albert J. Agbay reported that
Nexar is planning to take several actions to help reduce overhead costs and to
streamline its operations. These actions are expected to include:
- - Subleasing its Hayward, Calif. manufacturing facility and operations
- - Transitioning its production to a third party contract manufacturer
- - Reducing compensation of top management by 20 percent
- - Contracting with an International Procurement Office in Taiwan for
sourcing of components
- - Engaging Venture Partners Ltd., a management consultant and financial advisory
firm to help the Company secure financing and to provide operational
consultation.
Mr. Agbay told stockholders he believes these actions will enable Nexar to
significantly lower production costs, improve component purchasing power to
reduce its cost of goods and reduce overall operational expenses.
Also at the annual meeting, Nexar stockholders voted to limit the number of
shares of common stock issuable under the Company's Series B Convertible
Preferred Stock to not more than 2,001,810 shares. As a result of this vote, the
holders of any unconvertible shares of Series B Convertible Preferred Stock,
which converts into common stock pursuant to a formula which includes a
lower-than market conversion price, will have the right to require the Company
to redeem shares of such preferred stock at a price equal to $125 per share.
"It appears that our stockholders felt that long-term stockholder value would
be enhanced by limiting the number of shares that could be resold into the
public market," said Mr. Agbay. "I view this as a vote of confidence by our
stockholders in the Company's long-term future."
Stockholders also re-elected a board member for a three year term and approved
the board of directors' selection of BDO Seidman, LLP, as its independent
certified auditors.
ABOUT NEXAR
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Nexar Technologies, Inc., (NASDAQ: NEXR), is a new class of PC
manufacturer that offers the industry's first "fixture-ready" personal computer
systems. Providing unparalleled support for new and emerging technologies,
Nexar XPA(TM) (Cross Processor Architecture) PCs enable consumer and business
users to reduce ownership costs, protect their technology investments and extend
the lifecycle of their PC. Headquartered in Southborough, Mass., Nexar sells
its custom configured systems through national and regional value-added
resellers, distributors and systems integrators including Computer City, Bull HN
Information Systems and GTSI.
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Statements in this release which express the beliefs and expectations of the
Company regarding its future results or performance are forward-looking
statements that involve a number of risks and uncertainties. The Company's
actual results could differ significantly form the results discussed in such
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed in the Company's SEC filings, including its
Form 10-K, filed March 30, 1998, and its Form 10-Q filed on May 14, 1998, which
factors include, among others, (a) the uncertainty of the availability of
additional capital to fund the Company's operations, (b) dependence on
substantial customers, (c) uncertainty of market acceptance of the Company's
products, (d) dependence on third party resellers and distributors, (e) intense
competition, (f) risks associated with international expansion, (g) risks
associated with rapid growth, and (h) reliance on suppliers. The company
undertakes no obligation to update any such forward-looking statements to
reflect events or circumstances after the date hereof, or to reflect the
occurrence of unanticipated events.
Nexar news releases are available through Nexar's web site at www.nexarpc.com
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For more information, contact:
Craig Conrad Sara Buda/Tim Hurley
Nexar Technologies, Inc. Copithorne & Bellows
508/485-7900 ext. 233 617/450-4300
