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 14, 1999
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 April 16, 1999, filed
herewith as Exhibit 99.2 and incorporated by reference herein, announcing the
action taken by the Stockholders of Bowles Fluidics Corporation (the "Company")
at a special meeting on April 14, 1999 approving an amendment to the Company's
Articles of Incorporation effecting a one-for-one thousand reverse split of its
outstanding shares of common stock, par value $.10 per share (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 prior amendment and giving effect to the Reverse Split.
Following the 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:
99.2 Press release dated April 16, 1999
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: April 16, 1999 By:/s/ __________________________
Eleanor M. Kupris, Secretary
EXHIBIT 99.2
STOCKHOLDERS OF BOWLES FLUIDICS CORPORATION
APPROVE REVERSE STOCK SPLIT
Columbia, Maryland, April 16, 1999.
At a special meeting on April 14, the stockholders of Bowles Fluidics
Corporation approved an amendment to the Company's Articles of Incorporation
effecting a one-for-one thousand reverse split of its outstanding shares of
common stock, par value $.10 per share. As a result of the amendment, the number
of shares of common stock held by each shareholder is reduced to an amount equal
to 1/1000 of the number of shares of common stock owned before the reverse
split. No fractional shares of common stock will be issued as a result of 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 amendment and giving effect to the reverse split.
As a result of the reverse split and purchase of resulting fractional shares of
common stock, the number of record stockholders of the Company's common stock
will be reduced from approximately 422 (as of March 8, 1999) to less than 300.
The number of holders of the Company's preferred stock will remain unchanged at
approximately 14.
As a result of the reduction in number of record stockholders below 300, 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.
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.
