<PAGE>
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): February 15, 2000
-----------------
CONSTELLATION 3D, INC.
----------------------
(Exact name of registrant as specified in its charter)
Florida 0-28081 13-4064492
------- ------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
230 Park Avenue, Suite 453, New York, New York 10169
----------------------------------------------------
(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (212) 983-1107
Former name, former address, and former fiscal year,
if changed since last report:
<PAGE>
Forward-Looking Statements
There are forward-looking statements in this document and in
Constellation 3D, Inc.'s ("C3D's") public documents to which they may refer that
are subject to risks and uncertainties in addition to those set forth above.
These forward-looking statements include information about possible or assumed
future results of C3D's operations. Also, when any of the words "may," "will,"
"believe," "expect," "anticipate," "estimate," "continue" or similar expressions
are used, C3D is making forward-looking statements. Many possible events or
factors, including but not limited to those set forth herein, could affect
future financial results and performance. This could cause C3D's results or
performance to differ materially from those expressed in any forward-looking
statements. These and other risks are described in C3D's other publicly filed
documents and reports that are available from C3D and from the SEC.
Item 5. Other Events
C3D is filing this Current Report on Form 8-K to disclose that on
February 15, 2000, C3D entered into a certain non-binding letter of intent to
acquire Reflekt Technology, Inc., a Massachusetts corporation (the "Letter of
Intent"). There is no assurance that the acquisition will be consummated. It is
possible that the parties to the Letter of Intent will agree to modify or waive
one or more terms and/or conditions of the Letter of Intent in accordance with
such Letter of Intent. If the acquisition is consummated, it is also possible
that, by agreement of the parties, one or more terms and/or conditions of any
legally binding definitive acquisition agreements will differ materially from
the terms and conditions of the Letter of Intent.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None are being filed with this report at this time.
(b) Pro-forma Financial Information
None is being filed with this report at this time.
(c) Exhibits
99.1 Press Release dated March 1, 2000
<PAGE>
SIGNATURE
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.
CONSTELLATION 3D, INC.
Date: March 9, 2000 By: /s/ Eugene Levich
-----------------
Eugene Levich,
Chief Executive Officer, President
and Chief Operating Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
99.1 Press Release dated March 1, 2000.
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
Constellation 3D, Inc. to Acquire Reflekt Technology, Inc.
WEDNESDAY, MARCH 1, 2000 10:01 AM EST
NEW YORK, March 1, 2000 (BUSINESS WIRE) -- Constellation 3D, Inc. (OTC Bulletin
Board CFMD) ("C3D" or the "Company") announced today that it has entered into a
Letter of Intent to acquire Reflekt Technology, Inc.
("Reflekt") of Concord, Massachusetts. Reflekt is an advanced R&D company that
designs, patents and sells leading edge replication equipment to the global
optical disc industry. Reflekt's annual sales increased from $454,000
(unaudited) in 1996 to over $5 million (unaudited) in 1999 (ordinary income
exceeded $1 million last year).
"Notwithstanding its extraordinary sales growth, what made this acquisition so
significant is Reflekt's proprietary technology and extensive know how in
developing manufacturing processes and equipment for discs and cards with a
multilayer structure. Their expertise in this area will assist C3D in
accelerating the timescale for commencement of mass production of Fluorescent
Multilayer Discs & Cards," stated Dr. Eugene Levich, President and CEO of C3D.
Vladimir Schwartz, President and CEO of Reflekt, added "Reflekt is very proud to
participate in the development of this truly revolutionary optical data storage
technology. We believe that our experience in the swift transfer of technology
from the R&D stage into mass production will enable C3D to quickly deliver this
high capacity, low cost media to meet market demand. In so doing, the
acquisition will enhance value for C3D shareholders."
The total purchase price is subject to receipt of Reflekt's audited financial
statements. The transaction will be structured as a tax free merger with C3D
acquiring 100% of the Concord, Massachusetts hi-tech company for shares of C3D.
Constellation 3D, Inc. has offices in New York, Florida and California, and
laboratories in Israel and Russia. Research is conducted by an internationally
renowned team of scientists that currently holds over 50 international patents
and patent applications in the field of optical data storage.
<PAGE>
Statements contained in the news release that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, which may cause actual results to differ materially
from expected results.
THE SEC AND NASD HAVE NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
CONTACT:
Industry/Business Development Inquires
SVP Business Development for Constellation 3D, Inc.
Patrick Maloney, 408/516-9729
Email: [email protected]
Investor Inquiries
[email protected]
Media Inquiries:
[email protected]
Broker/Fund Inquiries
[email protected]
Corporate/Legal Inquiries
Constellation 3D, Inc.
Michael L. Goldberg, Esq., Director of Legal Affairs
954/568-3007 or 212/983-1107
Email: [email protected]
