FRISBY TECHNOLOGIES INC
8-K, 1998-10-27
PLASTICS FOAM PRODUCTS
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                       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


                                October 13, 1998
                Date of Report (Date of earliest event reported)


                            FRISBY TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)


    Delaware                                           62-1411534
(State or other jurisdiction                          (IRS Employer
          of incorporation)                            Identification Number)


                               77 East Main Street
                                   Suite 2000
                            Bay Shore, New York 11706


                                 (516) 969-8570
              (Registrant's telephone number, including area code)


                                Page 1 of 4 Pages
                         Exhibit Index Appears at Page 2


<PAGE>


     Item 5. Other Events

     Frisby  Technologies,  Inc. (the  "Company")  announced on October 13, 1998
that it reached  agreement with Triangle  Research and  Development  Corporation
("TRDC"),  the  inventor  of the  Company's  patented  and  proprietary  thermal
management  technology,  which will reduce  royalties  payable to TRDC and which
assigns to the  Company  TRDC's  rights in a license  between  TRDC and  another
party.

     Reference is made to the Company's related press release attached hereto as
Exhibit  99.01  and  incorporated  by  reference  herein   (including,   without
limitation,  the information set forth in the cautionary  statement contained in
the final paragraph of the press release).


     Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits

     (c) Exhibits:

     99.01 Press Release dated October 13, 1998.




                                   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.

                                         FRISBY TECHNOLOGIES, INC.


Date:  October 15, 1998

                                      By:__________________________________
                                         Name:  Gregory S. Frisby
                                         Title: President and Chief 
                                                  Executive Officer







                                  EXHIBIT 99.01



Contacts:                                       

Stephen Villa                       or              Mark Perlgut
Chief Financial Officer                             at Lobsenz Stevens, Inc.
(516) 969-8570                                      (212) 684-6300, Ext. 309


FOR IMMEDIATE RELEASE
October 13, 1998


                   FRISBY TECHNOLOGIES ANNOUNCES NEW AGREEMENT
               WITH INVENTOR OF ITS THERMAL MANAGEMENT TECHNOLOGY

     BAY SHORE,  N.Y.,  October 13, 1998 -- Frisby  Technologies,  Inc. (Nasdaq:
FRIZ), a developer of innovative thermal management  solutions,  today announced
an agreement with the inventor of the company's patented and proprietary thermal
management  technology that will reduce Frisby's ongoing royalty payments to the
inventor  by more  than  50%.  The terms of the  compensation  to the  inventor,
Triangle Research and Development Corporation (TRDC), which holds the patents to
the technology,  were not disclosed.  Greg Frisby, president and chief executive
officer of Frisby, said the TRDC transaction, together with the recent strategic
supply  agreements  with the 3M Company  (NYSE:  MMM) and  Foamex  International
(Nasdaq:  FMXI),  demonstrate  Frisby's commitment to significantly  enhance its
future  product  margins.  He noted that as an additional  part of the announced
agreement, TRDC has assigned its rights to an agreement with another licensee of
the  technology to Frisby,  which will provide  Frisby with  additional  revenue
streams.  Mr. Frisby added:  "This agreement  enhances our relationship with the
inventor  of our  innovative  technologies  and  provides  us  with  significant
long-term cost savings going forward."


<PAGE>


     Frisby Technologies is a developer of advanced thermal management solutions
for the apparel,  footwear  and sporting  goods,  packaging,  home  furnishings,
healthcare,  automotive, aerospace and electronics industries.  Headquartered on
Long Island, N.Y., Frisby currently offers new design opportunities for selected
industry  leaders based on its two leading thermal product lines:  ComforTemp(R)
insulating and cooling foams and Thermasorb(R) thermal additives.  The company's
proprietary  and  patented  thermal  management  technologies  create a  dynamic
climate  control system within its partners'  products that helps those products
maintain  predetermined  temperatures  and  unprecedented  comfort.  This  press
release  contains  certain  forward-looking  statements  that  relate  to Frisby
Technologies'  future  plans and  objectives.  Those  statements  are subject to
numerous risks and  uncertainties  that could cause actual results,  performance
and  achievements  to differ  materially  from those described or implied in the
forward-looking  statements,  and reported  results  should not be considered an
indication  of future  performance.  Those  potential  risks  and  uncertainties
include, without limitation,  the lack of an operating history upon which Frisby
Technologies  and  its  prospects  can  be  evaluated,   the  need  for  further
development  of certain of Frisby  Technologies'  products,  the  development of
alternative  technologies  by  third  parties,  and the  uncertainty  of  market
acceptance and demand for such products in the future. Those potential risks and
uncertainties  are detailed in Frisby  Technologies'  prospectus  dated April 1,
1998, and the company's  filings on Form 10-QSB with the Securities and Exchange
Commission. 




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