PSC INC
8-K, 2000-12-11
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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) - December 4, 2000


                                    PSC Inc.
              -----------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


                                    New York
                  --------------------------------------------
                 (State or other jurisdiction of Incorporation)

         0-9919                                             16-0969362
------------------------                       --------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


                    675 Basket Road, Webster, New York 14580
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (716) 265-1000
               --------------------------------------------------
               Registrant's Telephone Number, including Area Code


<PAGE>


Item 5.  Other Events

     (a) On Decembers 4, 2000,  Edward J. Borey was appointed  President,  Chief
Executive  Officer  and a director  of the  Registrant.  He  replaced  Robert S.
Ehrlich, Chairman of the Board of Registrant,  and Bert W. Wasserman, a director
of  Registrant,  who had been  serving as interim  Co-Chief  Executive  Officers
following  the  resignation  of Robert C.  Strandberg  on August 23,  2000.  Mr.
Ehrlich continues as Chairman of the Board, and Mr. Wasserman continues to serve
as a director of the Registrant.

     (b) Registrant  received a Nasdaq Staff  Determination on September 6, 2000
indicating  that  Registrant  failed  to  comply  with  the  minimum  bid  price
requirement for continued  listing set forth in Marketplace Rule 4450(b)(04) and
that its common shares were,  therefore,  subject to delisting  from The Nasdsaq
National  Market.  Registrant  has requested a hearing  before a Nasdaq  Listing
Qualifications  Panel ("Panel") to review the Staff  Determination.  The hearing
will be held on January 4, 2001.  There can be no assurance  that the Panel will
grant  Registrant's  request for continued listing.  If Registrant's  request is
denied,  Registrant  will apply to list its common shares on The Nasdaq SmallCap
Market.  However, there can be no assurance that Registrant's common shares will
be accepted for listing on such market.

Item 7.  Financial Statements and Exhibits

     (c) Exhibits:

     99.1 News Release entitled "PSC appoints Chief Executive Officer" issued by
          the Registrant on December 4, 2000.

     99.2 News Release  entitled  "PSC  Requests  Hearing  Before  NASDAQ Panel"
          issued by the Registrant on December 11, 2000.

                                   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.

                                                      PSC Inc.
                                           ----------------------------
                                                    (Registrant)

Date:  December 4, 2000           By:      /s/ Michael J. Stachura
                                     -----------------------------
                                           Michael J. Stachura
                                           Vice President, Chief Financial
                                           Officer & Treasurer





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