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): November 27, 1998
TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20303 13-2846796
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
P.O. Box 382, 4 Hardscrabble Heights, Brewster, New York 10509
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(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code: (914) 277-8100
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Former name or former address, if changed since last report
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ITEM 5. OTHER EVENTS.
Redemption of Preferred Stock. On November 27,
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1998, the Company redeemed 1,500 shares of its Series A
Preferred Stock (the "Preferred Stock"), constituting all
outstanding shares of the Preferred Stock. The redemption
price of the Preferred Stock was $0.0001 per share. The
redemption of the Preferred Stock was required by the
provisions of the Securities Purchase Agreement, dated
October 28, 1998, by and among the Company, and Cahill,
Warnock Strategic Partners Fund, L.P. and Strategic
Associates, L.P. (together, the "Cahill Entities"), pursuant to
which the Cahill Entities purchased $4,000,000 principal
amount of subordinated debentures.
Each share of the Preferred Stock had been entitled
to 3,000 votes on all voting matters, as compared with the
Common Stock of the Company (the "Common Stock"), which is
entitled to one vote per share. Furthermore, a voting trust,
which has as its voting trustees certain executive officers
and other persons affiliated with the Company (the "Voting
Trust"), held all shares of the Preferred Stock and a
significant number of shares of Common Stock, resulting in
effective control of the Company by its management. The
redemption of the Preferred Stock has substantially diluted
the voting power of the Voting Trust and has increased the
voting power of the holders of the Company's Common Stock.
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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,
thereunto duly authorized.
TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
By: /s/ ANDREW L. SIMON
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Andrew L. Simon
President
Date: December 22, 1998
