<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): September __, 1998
Moyco Technologies, Inc.
------------------------
(Exact Name of Registrant as specified in its charter)
Pennsylvania 0-4123 23-1697233
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 Commerce Drive, Montgomeryville, PA 18936
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code: 215-855-4300
------------
None
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Matters
On September 4, 1998, Moyco Technologies, Inc. (the "Company"),
announced that it was declaring a ten percent (10%) stock dividend on all shares
of common stock outstanding of record September 18, 1998. The stock dividend
will be issued on September 30, 1998.
The number of shares of Moyco common stock issued, prior to the stock
dividend, was Four Million One Hundred Thirty Five Thousand Three Hundred Forty
(4,135,340). After the issuance of the stock dividend, the number of Moyco's
outstanding shares issued will be increased by ten percent (10%) of the number
of whole shares distributed to each shareholder, plus additional shares due to
the issuance of one (1) additional share for each fractional share of .5 or
more. Fractional shares in amounts less than .5 share will be rounded down and
an additional share will not be distributed based on that fraction. This ten
percent (10%) stock dividend is the initial step in a long term Board of
Directors plan of annually issuing, to the Company's shareholders, stock
dividends in amounts up to five percent (5%).
Moyco is currently not in compliance with the Nasdaq market value of
public float minimum listing requirement of $5,000,000. During the last several
months, the market value of public float for Moyco has ranged from $3 million to
$5.5 million. The stock dividend program is designed to help bring Moyco into
compliance with the Nasdaq requirement and avoid possible delisting from the
Nasdaq National Market.
An application has been filed with Nasdaq requesting review of this
matter and a temporary exemption from the requirement. The request for temporary
exemption is based on various factors including positive financial results for
the year ended June 30, 1998 to be released later this month. Moyco is in
compliance with all other Nasdaq requirements. Moyco is requesting a temporary
exemption from the requirement because it believes that in the near future it
will exceed the current minimum Nasdaq public float requirement.
The foregoing is a summary of the press release which is attached as
Exhibit A to this report and is incorporated herein by reference. The foregoing
description does not purport to be complete and is qualified in its entirety by
reference to Exhibit A.
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.
MOYCO TECHNOLOGIES, INC.
By: /s/ Marvin E. Sternberg
--------------------------------------
Marvin E. Sternberg
President and Chief Executive Officer
Date: September 4, 1998
Page 2 of 2
<PAGE>
Exhibit A
News Release
Contact: Joseph Sternberg
September 4, 1998
Moyco Announces Stock Dividend Program and
Addresses Nasdaq Market Value of Public Float Requirement
Moyco Technologies, Inc. (MOYC: Nasdaq), a Montgomeryville, PA manufacturer of
professional dental supplies and precision abrasives, has established a Stock
Dividend Program. The Board of Directors has approved an initial ten percent
(10%) stock dividend on all shares of common stock outstanding as of record
September 18, 1998. The new shares will be distributed to shareholders on
September 30, 1998.
The ten percent (10%) stock dividend is the first step of a plan to subsequently
issue stock dividends, on an annual basis, of up to five percent (5%) of the
outstanding common stock. According to Marvin Sternberg, President and CEO of
Moyco, "We have recently completed a strong financial year. Our earnings report
will be released later this month. We have made tremendous progress this year in
building the businesses of Moyco. This plan for annually issuing stock dividends
is one of the ways Moyco will evidence its long term commitment to shareholders.
We are also hopeful that it will help address a listing requirement of the
Nasdaq National Market."
Moyco is currently not in compliance with the Nasdaq market value of public
float minimum listing requirement of $5,000,000. The amount of this requirement
was increased by Nasdaq in 1996. During the last several months, the market
value of public float for Moyco has ranged from $3 million to $5.5 million. The
stock dividend program is designed to help bring Moyco into compliance with the
Nasdaq requirement and avoid possible delisting from the Nasdaq National Market.
An application has been filed with Nasdaq requesting review of this matter and a
temporary exemption from the requirement. The request for temporary exemption is
based on various factors including positive financial results for the year ended
June 30, 1998 to be released later this month. Moyco is in compliance with all
other Nasdaq requirements.
Moyco is requesting a temporary exemption from the requirement because it
believes that in the near future it will exceed the current minimum Nasdaq
public float requirement.
Commenting on the Nasdaq public float requirement, Sternberg stated, "Moyco is
actually in a stronger financial position than at the time of our initial
listing on the Nasdaq National Market. At that time, the market value of public
float requirement was lower and, as a result, Moyco's market value of public
float level exceeded the Nasdaq requirement. We are extremely pleased with our
year end results. We believe that we will soon meet the market value of public
float requirement."
Some statements contained in this release are forward looking and subject to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical and
anticipated results or other expectations expressed herein.
