SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 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
47523 Dale, Indiana
(Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code: (812) 937-4476
Page 1 of 3 Pages
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Item 5. Other Events.
Thermwood Corporation (the "Corporation") announced today that the
Board of Directors has determined not to proceed with the previously announced
proposed amendment to its articles of incorporation which would effect a
1-for-37,000 reverse stock split of its Common Stock, without par value (the
"Reverse Stock Split"). At a meeting held on August 17, 1998, the Board had
authorized its officers to take steps to prepare for a 38,000-to-1 Reverse Stock
Split in which shareholders cashed out in the split would receive $11.00 per
share. This proposed transaction was subject to supplemental approval by the
Board of Directors.
On September 4, 1998, the Corporation filed a preliminary proxy
statement and Schedule 13e-3 with the Securities and Exchange Commission
relating to the Reverse Stock Split (and proposed a modified 37,000-to-1
exchange ratio). It also proceeded with steps to obtain financing for the
transaction. The Corporation intended to borrow $15,000,000 to finance the
Reverse Stock Split.
The Corporation has been unable to obtain financing for the Reverse
Stock Split on terms acceptable to it. As a result, the Corporation has decided
not to proceed with the transaction at this time. The Corporation is considering
other means of enabling its small shareholders to liquidate their shares, but
has no specific plans for any future transactions at this time.
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/ Kenneth J. Susnjara
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Kenneth J. Susnjara, President
Dated: October 16, 1998
