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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
Date of Report (Date of earliest event reported): APRIL 15, 1999
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AMERICAN BANK NOTE HOLOGRAPHICS, INC.
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(Exact Name of Registrant as specified in its charter)
DELAWARE 1-14227 13-3317668
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
399 EXECUTIVE BOULEVARD, ELMSFORD, NEW YORK 10523
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 592-2355
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(Former name or former address, if changed since last report)
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ITEM 5
Press Release, dated April 15, 1999, incorporated by reference herein
and attached hereto as Exhibit 99.1.
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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.
AMERICAN BANK NOTE HOLOGRAPHICS, INC.
Date: April 16, 1999 /s/ KENNETH H. TRAUB
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KENNETH H. TRAUB, PRESIDENT
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Exhibit Index
Exhibit Description
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99.1 Press release of American Bank Note Holographics, Inc.
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FOR IMMEDIATE RELEASE
AMERICAN BANK NOTE HOLOGRAPHICS SAYS
1998 FORM 10-K IS DELAYED
ELMSFORD, NY - April 15, 1999 - American Bank Note Holographics, Inc. (NYSE:
ABH) announced today that its annual report on Form 10-K for the year ended
December 31, 1998 and the 1998 annual report to shareholders is delayed. The
Company also anticipates that its report on Form 10-Q for the first quarter of
1999, which is due on May 17, 1999, will be delayed.
The Company's financial statements for the years ended December 31, 1997 and
1996 as well as the interim financial statements for each of the first three
quarters of 1998 require restatement.
Kenneth Traub, President and Chief Operating Officer of the Company, said, "The
new management of the Company has been working diligently to analyze all of the
books and records of the Company and prepare restated financial statements that
are in accordance with generally accepted accounting principles. Considering the
time periods involved, the transition in personnel, and other factors, this is a
substantial and time-consuming task. The Company's filings of its 10-K and 10-Q
will continue to be delayed until the new management of the Company completes
its work on restating the prior period financial statements, and the Company's
independent auditors have issued their report."
The Company also reported that it has been notified by its commercial banks led
by The Chase Manhattan Bank that events of default exist under the Company's
Credit Agreement as a result of the financial statement misstatements and
related matters disclosed in the Company's press releases of January 19, January
25 and February 1, 1999. As of April 15, 1999, the amount outstanding under this
Credit Agreement is approximately $2.5 million, but the amount varies on a daily
basis depending on the Company's working capital needs. The Company has entered
into a letter agreement with the banks that imposes certain restrictions on
borrowing including a maximum borrowing amount equal to the lesser of $4.5
million and a borrowing base formula calculated based on certain assets of the
Company. The Company is currently negotiating an Amendment to the Credit
Agreement with its bankers to permit continued borrowings under the Credit
Agreement. There can be no assurance that the Company will be able to enter into
such an Amendment.
The Company also disclosed that the Securities and Exchange Commission has
initiated a formal investigation into the Company's previously disclosed
financial statement misstatements.
Mr. Traub commented further, "The need to restate the Company's prior period
financial statements has resulted in numerous issues and challenges for the
Company. While the Company is addressing these issues as diligently as possible,
the new management of the Company is committed to continuing to strengthen the
Company's leadership position in its industry. I am pleased to report that we
have been getting a great deal of support from our customers, suppliers, and
employees during this transition period for the Company."
-more-
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American Bank Note Holographics is a world leader in the origination,
production, and marketing of mass-produced secure holograms, based on its
significant market share. The Company's holograms are used for security
applications, such as counterfeiting protection for credit and other
transaction cards, identification cards and documents of value, as well as for
tamper resistance and authentication of high-value consumer and industrial
products.
Certain matters in this press release contain forward looking statements that
involve risk and uncertainties including, but not limited to, future revenues,
earnings prospects and the Company's ability to execute its business plan.
Although the Company believes that its expectations are based on reasonable
assumptions, it can give no assurance that anticipated results will occur.
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Contacts:
American Bank Note Holographics, Inc. Robinson Lerer & Montgomery
Kenneth H. Traub Walter Montgomery
President Media and Investor Relations Counsel
914-592-2355 212-484-6721
