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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 1998
THERMWOOD CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State of Incorporation)
001-09401 351169185
(Commission File Number) (I.R.S. Employer Identification No.)
Old Buffaloville Road
P.O. Box 436
Dale, Indiana 47523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 937-4476
Item 5. Other Events.
At a regular meeting of the Board of Directors of Thermwood
Corporation (the "Registrant") held August 17, 1998, the Board of
Directors of the Registrant unanimously adopted a resolution
authorizing the officers to proceed with such actions as may be
necessary or appropriate to prepare for a reverse stock split
transaction in which the outstanding common stock of the
Registrant would be split in reverse at a ratio in the range of
38,000-to-1.
Shareholders owning fewer shares than the number required to
obtain one share in the reverse split transaction (and
shareholders whose numbers of shares owned are not evenly
divisible into 38,000) will receive, in lieu of fractional
shares, a payment of cash equal to $11.00 per share currently
held.
The Registrant has numerous shareholders who hold very few
shares each. Management has been concerned with the
administrative burden upon the Registrant of handling so many
shareholder accounts. A reverse stock split will enable the
Registrant to eliminate the additional burden imposed by numerous
shareholder accounts. It will also enable shareholders who could
not otherwise liquidate their interests in a cost-effective
manner, to receive fair value for their stock.
In addition, the Registrant believes, on the basis of
currently available shareholder information, that a reverse stock
split in the range suggested by the Board resolution would cause
the number of the Registrant's shareholders of record to be
reduced to two shareholders. This would enable the Registrant to
deregister under Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended, and to relieve itself of the administrative
burden of periodic reporting and compliance with certain
associated provisions of the federal securities laws. The
Registrant believes in certain respects the requirement to file
public reports places it at a competitive disadvantage vis-a-vis
its competitors. Management had determined to remain a public
corporation in the past to help facilitate a public market for
the shares. That market has not been as active or liquid as
Management had desired. The reverse stock split will enable the
Registrant's small shareholders to liquidate their shares at a
premium above the current trading price of the shares prior to
the Registrant's termination of its reporting obligations.
The proposed transaction is subject to supplemental approval
by the Board of Directors. The transaction would entail the
proposal to the shareholders, and approval by the shareholders,
of an amendment to the Registrant's Articles of Incorporation. A
fairness opinion relating to the $11.00 per share price to be
paid for shares cashed out in the reverse stock split is required
to complete the transaction. No date for a meeting of
shareholders or consummation of the transaction has yet been set.
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.
THERMWOOD CORPORATION
By:s/s Kenneth J. Susnjara,
President
Dated: August 19, 1998
