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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): January 10, 2001
AUDIOHIGHWAY.COM
(Exact name of registrant as specified in its charter)
California 1-14697 77-0377306
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
20300 Stevens Creek Boulevard, Cupertino, California 95014
(Address of principal executive offices, including Zip Code)
(408) 861-4000
(Registrant's telephone number, including area code)
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This report on Form 8-K includes forward-looking statements within the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, such
as statements regarding the Company's plans now that it has come under the
jurisdiction of the Bankruptcy Court. Actual results may differ materially from
those projected due to numerous factors, including: 1) actions taken by the
bankruptcy judge; 2) the ability to locate purchasers for the Company's assets
and to negotiate and close asset sales; 3) the prices at which the Company is
able to sell assets; and 4) the possible availability of financing sources.
Additional factors affecting whether forward-looking statements are realized may
be found in the Company's Report on Form 10-KSB and Quarterly Report on Form
10-QSB, on file with the SEC.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On January 10, 2001, the Company filed a voluntary Chapter 11 petition
with the U.S. Bankruptcy Court for the Northern District of California, San Jose
Division. The Chapter 11 case, designated Case No. 01-50102MSJ, has been
assigned to the Honorable Marilyn Morgan, United States Bankruptcy Judge. The
Board of the Company determined that it was in the best interests of the Company
and its constituents that this action be taken.
The filing stays creditors from collecting pre-petition debt and
interest. Under the reorganization, the debtor remains in possession of current
operations and assets during the reorganization period. Although the Company
remains open to asset sale, acquisition and financing proposals, the Company
commenced this Chapter 11 proceeding in order to preserve as much as possible
the value of the Company's assets for the benefit of creditors and the Company's
shareholders.
The Company is in active negotiations with several entities interested
in acquiring audiohighway.com's assets and/or providing capital to continue
operations and services. The Company anticipates filing a plan of reorganization
to restructure its debts in the near future.
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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: January 11, 2001
audiohighway.com
By: /s/ Nathan M. Schulhof
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Nathan M. Schulhof
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
