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
April 11, 2000
Date of Report (Date of earliest event reported)
FRISBY TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-14005 62-1411534
(State or other jurisdiction (Commission File No.) (IRS Employee
of incorporation) Identification Number)
3195 Centre Park Boulevard
Winston-Salem, North Carolina 27107
(Address of Principal Executive Office)
(336) 784-7754
(Registrant's telephone number, including area code)
77 East Main Street
Suite 200
Bay Shore, New York 11706
(Former Address)
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Item 5. Other Events
Frisby Technologies, Inc. (the "Company") and Schoeller Textil, AG
announced on April 11, 2000 the formation of Schoeller Frisby Technologies GmbH,
a Switzerland-based joint venture which will be the exclusive marketer, seller
and distributor of ComforTemp(R) brand foams and fabrics and
schoeller(R)-ComforTemp(R) brand textiles to all markets within Europe and to
the United States-based fashion industry and certain non-exclusive rights in
Asia. The venture expands upon the license agreement between the two companies
that was announced in December 1998 and is expected to result in several
important strategic and operational synergies.
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 and Exhibits
(c) Exhibits:
99.01 Press Release dated April 11, 2000.
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: April 25, 2000
By:/s/ Gregory S. Frisby
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Name: GREGORY S. FRISBY
Title: President and Chief Executive Officer
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2
EXHIBIT 99.01
FRISBY AND SCHOELLER TEXTIL, AG ANNOUNCE JOINT VENTURE AGREEMENT
Schoeller Frisby Technologies GmbH Will Market, Distribute and Sell Products to
Broad Range of European Industries
WINSTON-SALEM, NORTH CAROLINA AND SEVELEN, SWITZERLAND, APRIL 11, 2000 - Frisby
Technologies, Inc. (NASDAQ: FRIZ) the developer of patented ComforTemp(R)
DCC(TM), the No. 1 brand of dynamic climate control materials, and Schoeller
Textil AG, one of the world's most recognized and innovative suppliers of high
performance fabrics today announced the formation of Schoeller Frisby
Technologies GmbH. This Switzerland-based joint venture will be the exclusive
marketer, seller and distributor of ComforTemp(R) brand foams and fabrics and
schoeller(R)-ComforTemp(R) brand textiles to all markets within Europe and to
the US-based fashion industry.
The venture expands upon the license agreement between the two companies that
was announced in December 1998. Schoeller has established a strong base of over
50 customers for ComforTemp(R)-based products in the sports, fashion and
performance apparel industries, including Andrew Marc, BMW, Bogner, Gucci, K-2,
Pierre Cardin, Polo Ralph Lauren, Puma, and Reusch. The joint venture will now
be the exclusive provider of ComforTemp(R) and schoeller(R)-ComforTemp(R)
fabrics to all of these existing apparel customers. The venture is also expected
to result in several important strategic and operational synergies:
o Accelerated development of business opportunities within new European
industrial, commercial and consumer markets.
o The broadening of the ComforTemp(R) and schoeller(R)-ComforTemp(R)
product ranges by combining the companies' marketing resources and
technical expertise in the areas of textile design and thermal management to
develop new products.
o An efficient, focused, and coordinated marketing and communications campaign
and sales strategy in Europe.
Frisby will include the venture's financial results with Frisby's consolidated
financial statements. The effective date of the venture is January 1, 2000. The
Chairman and CEO of the venture is Hans-Jurgen Huebner, president of Schoeller
Textil, AG.
Hans-Jurgen Huebner, stated, "Schoeller has built its reputation on identifying
and capitalizing on new, break-through technologies before our competitors.
Frisby's dynamic climate control materials are one of the most exciting
innovations in the textile industry to come along in decades. We have had great
initial success with our schoeller(R)-ComforTemp(R) range of fabrics in
sportswear and apparel, but the potential uses extend well beyond apparel.
Formalizing this relationship to take these products to new industries is a
sound strategic business decision."
In commenting on these latest developments, Greg Frisby, Chairman and CEO of
Frisby Technologies stated, "There is no better partner with whom to capitalize
on the European market opportunity than Schoeller. The formalization of this
strategic joint venture with Schoeller will enable each company to build upon
the strengths of each brand while eliminating any duplication of effort in
accommodating the growing demand for products containing ComforTemp(R)
materials. Schoeller has an excellent reputation world wide and we look forward
to the benefits that can be derived from their many, successful relationships
and depth of experience in Europe."
Schoeller Frisby Technologies GmbH will also act as a non-exclusive agent of
Frisby and Schoeller to market, distribute and sell certain products to
manufacturers of end-use products for Asia, excluding Japan.
Schoeller Textil, AG, located in Sevelen, Switzerland is a 130-year-old company
that supplies innovative fabrics and technologies to a world wide customer base
for sports, fashion, industrial health and safety and industrial design. For
more information, visit the Schoeller Web site at www.schoeller-textiles.com.
Frisby Technologies is a global leader in the development of dynamic thermal
management solutions for the apparel, footwear and sporting goods, packaging,
home furnishings, healthcare and electronics industries. ComforTemp(R) DCC(TM)
dynamic climate control materials can be found in products from major
manufacturers such as Titleist and FootJoy Worldwide, Timberland, Schoeller
Textil, Spyder Active Sports, Wolverine World Wide, Orvis, Wells Lamont,
LaCrosse Footwear and Herman Survivors. For more information, contact Frisby
Technologies at (877) 444-COMFORT, visit the ComforTemp(R) Web site at
www.comfortemp.com, or join the Frisby electronic news distribution list by
sending your e-mail address to [email protected].
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 uncertainty of the economic environment for the
remainder of this year, the need for further development of certain of Frisby
Technologies' products and markets, the development of alternative technologies
by third parties, the uncertainty of market acceptance and demand for the
company's products in the future, and Year 2000 issues affecting the company and
its customers and suppliers. Those potential risks and uncertainties are
detailed in Frisby Technologies' filings on Form 10-KSB for 1998 and Forms
10-QSB with the Securities and Exchange Commission.
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Company Contact: Investor Relations: Media Relations:
Steve Villa, CFO Lisa D. Lettieri, VP Elissa Grabowski, AVP
Frisby Technologies, Inc. Lippert/Heilshorn & Associates, Inc. Lippert/Heilshorn & Associates, Inc.
(336) 784-7754 (212) 838-3777 (212) 838-3777
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www.frisby.com www.lhai.com or [email protected] www.lhai.com or [email protected]
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