FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 15, 1999
PREMIUM CIGARS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
Arizona 0-29414 86-0846405
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation
15849 North 77th Street, Scottsdale, Arizona 85260
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (602) 922-8887
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ITEM 5. OTHER EVENTS
TERMINATION OF AGREEMENT FOR CREDIT LINE. On January 6, 1999 PCI received
a letter from Altres Financial rescinding its conditional approval of a $1
million line of credit. In November, PCI announced that it had reached an
agreement in principle with Altres. PCI is pursuing other alternatives to obtain
a line of credit or other funding for operations.
POSSIBLE DE-LISTING FROM NASDAQ SMALL CAP. On January 12, 1999, PCI was
informed by NASDAQ Listing Qualifications that the NASDAQ staff is recommending
de-listing of PCI shares from the NASDAQ Small Cap Market. The NASDAQ staff
acknowledges that PCI is in compliance with NASDAQ marketplace rules relating to
minimum bid price requirements for continued NASDAQ Small Cap Market listing.
However, because PCI shares have had closing bid prices of less than $1.00 since
December 14, 1998, the NASDAQ staff is relying on its "broad discretionary
authority" in its recommendation.
PCI strongly believes that it meets all listing criteria of the NASDAQ
Small Cap Market, and that it should maintain its listing. PCI will apply for a
hearing to maintain listing on or before January 23, 1998. Any proposed
de-listing will be stayed pending the hearing.
CALIFORNIA PROPOSITION 65. PCI received correspondence from an attorney in
California, alleging that PCI did not comply with certain notice requirements
under a California regulation known as Proposition 65 and threatening a lawsuit
against PCI. Additionally, PCI received a demand for indemnification from the
Southland Corporation for costs and/or damages relating to a lawsuit filed by
the same attorney against Southland for violation of Proposition 65.
Proposition 65 is a California law which requires warning labels on
products containing certain substances identified by the State of California as
cancer-causing agents. PCI is currently negotiating to resolve this matter on
behalf of itself and all of its customers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Friday, January 15, 1999 PREMIUM CIGARS INTERNATIONAL, LTD.
By: /s/ John E. Greenwell
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John E. Greenwell, President
