SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): December 8, 1998
BOWLES FLUIDICS CORPORATION
A Maryland Corporation
SEC File No. 2-37706
Employer ID No. 52-0741762
6625 Dobbin Road
Columbia, Maryland 21045
(410) 381-0400
Item 5. Other Events.
Reference is made to the press release issued December 9, 1998, filed
herewith as Exhibit 99.1 and incorporated by reference herein, announcing the
action taken by the Board of Directors of Bowles Fluidics Corporation (the
"Company") at its meeting on December 8, 1998, recommending to the Company's
shareholders a proposal to amend the Company's Articles of Incorporation to
effect a one-for-one thousand reverse split of its outstanding shares of common
stock, par value $.10 per share (the "Reverse Split"). The proposed amendment to
the Company's Articles of Incorporation require the approval of two thirds of
all votes of shareholders of the Company entitled to vote upon such proposed
amendment; however, the Company believes that certain shareholders intending to
vote for the proposed amendment possess sufficient shares of stock to approve
the proposed amendment. Any fractional shares resulting from the Reverse Split
will be redeemed at the price of $1.25 per share of common stock outstanding
immediately prior to the adoption of the proposed amendment and giving effect
to the Reverse Split.
Following the reverse stock split and purchase of resulting fractional shares
of common stock, it is expected that the number of record shareholders of the
Company's common stock will be reduced to below 300, and that the Company will
suspend its obligation to file periodic reports with the Securities and Exchange
Commission pursuant to Section 15(d) of the Exchange Act of 1934.
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Item 7. Financial Statements And Exhibits.
(c) EXHIBITS. The following exhibits are filed herewith:
99.1 Press release dated December 9, 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.
BOWLES FLUIDICS CORPORATION
Dated: December 9, 1998 By: /s/ _________________________
Eleanor M. Kupris, Secretary
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EXHIBIT 99.1
PRESS RELEASE DATED DECEMBER 9, 1998
PRESS RELEASE: FOR IMMEDIATE RELEASE
For further information, contact:
Eric W. Koehler, Executive Vice President
Bowles Fluidics Corporation
6625 Dobbin Road
Columbia, Maryland 21045
Telephone: (410) 381-0400
Telecopier: (410) 381-2718
E-Mail: [email protected]
BOARD OF DIRECTORS OF BOWLES FLUIDICS
RECOMMENDS REVERSE SPLIT OF STOCK
COLUMBIA, MARYLAND, DECEMBER 9, 1998. BOWLES FLUIDICS CORPORATION. (NASDAQ:
BOWE) (the "Company"), announced today that its Board of Directors, at its
meeting on December 8, 1998, recommended to the Company's shareholders a
proposal to amend the Company's Articles of Incorporation to effect a
one-for-one thousand reverse split of its outstanding shares of common stock,
par value $.10 per share.
The proposed amendment to the Company's Articles of Incorporation requires
the approval of two thirds of all votes of shareholders of the Company entitled
to vote on it; however, the Company believes that certain shareholders intending
to vote for the proposed amendment possess sufficient shares of stock to approve
it. The proposed amendment is expected to be presented to stockholders of the
Company for approval at a meeting of stockholders on a date yet to be
determined.
If the reverse split is approved, the number of shares of common stock held
by each shareholder will be reduced to an amount equal to 1/1000th of the number
of share of common stock owned before the reverse split. No fractional shares of
common stock will be issued following the reverse split.
Any fractional shares resulting from the reverse split will be redeemed at
the price of $1.25 per share of common stock outstanding immediately prior to
the adoption of the proposed amendments and giving effect to the reverse split.
Following the reverse stock split and purchase of resulting fractional shares
of common stock, it is expected that the number of record shareholders of the
Company's common stock will be reduced from approximately 430 (as of October 15,
1998) to less than 300. The number of holders of the Company's preferred stock
will remain unchanged at approximately 18. As a result of the reduction in
number of record shareholders below 300, the Company intends to suspend its
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obligation to file periodic reports with the Securities and Exchange Commission
pursuant to Section 15(d) of the Exchange Act of 1934.
Bowles Fluidics Corporation is a Maryland corporation with headquarters in
Columbia, Maryland. It is the leading designer, manufacturer and supplier of
windshield and rear window washer nozzles for passenger cars and light trucks in
North America.
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