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
August 17, 1998
(Date of report)
STAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13318 93-0794452
(State or other jurisdiction of (Commission File No.) (I.R.S. employer
incorporation or organization) identification no.)
515 Shaw Road
Sterling, Virginia 20166
(Address of principal executive offices)
(Zip Code)
(703) 689-4400
(Registrant's telephone number, including area code)
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ITEM 5: OTHER EVENT
Star Technologies, Inc. (the "Registrant") reported in a press
release dated August 12, 1998, that is has received notification from The
Nasdaq Stock Market, Inc. ("Nasdaq") that the Registrant's common stock will
be delisted from the Nasdaq SmallCap Market as of the close of business on
August 11, 1998.
Nasdaq's delisting notification follows the June 10, 1998, decision
of a Nasdaq Listing Qualifications Panel to move the registrant's common
stock from the Nasdaq National Market to the Nasdaq SmallCap Market as a
result of the Registrant's noncompliance with certain of Nasdaq's heightened
listing requirements, which went into effect on February 23, 1998. The
Panel's decision set forth certain conditions to the continued listing of the
Registrant's common stock on the Nasdaq SmallCap Market, including the
Registrant's making a public filing, on or before August 10, 1998, with the
Securities and Exchange Commission and Nasdaq evidencing a minimum of
$3,000,000 in net tangible assets. The Registrant has not been able to
achieve compliance with this condition.
The Registrant has been informed that its common stock will be
eligible to trade on the Over The Counter Bulletin Board (under its existing
symbol) commencing August 12, 1998.
ITEM 7: EXHIBIT INDEX
Exhibit 99 - August 12, 1998 Press Release
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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 hereunto duly authorized.
STAR TECHNOLOGIES, INC.
Dated: August 17, 1998 By: /s/ Brenda A. Potosnak
Brenda A. Potosnak
Vice President of Finance and
Administration, Secretary, Treasurer,
and Chief Financial Officer
EXHIBIT 99 - AUGUST 12, 1998 PRESS RELEASE
NEWS RELEASE
Star Technologies, Inc.
515 Shaw Road
Sterling, VA 20166
CONTACT:
Helen Ryan
(703) 264-3371
FOR IMMEDIATE RELEASE
STAR TECHNOLOGIES MOVED FROM THE
NASDAQ MARKET TO THE OTC BULLETIN BOARD
STERLING, Va., August 12, 1998 -- Star Technologies, Inc. today announced
that the Company's common stock was delisted from the Nasdaq Stock Market,
effective as of the close of business on Tuesday, Aug. 11, 1998. The Company
has been informed that its common stock is trading on the Over The Counter
(OTC) Bulletin Board, under its existing symbol: STRR.
The Nasdaq delisting notification follows a June 10, 1998 decision of a
Nasdaq Listing Qualifications Panel, which set forth certain conditions for
continued listing on the Nasdaq Exchange as a result of the Company's non-
compliance with certain of Nasdaq's recently heightened listing requirements.
One of the Panel's conditions required Star to make a public filing on or
before August 10, 1998, with the Securities and Exchange Commission and Nasdaq
evidencing a minimum of $3 million in net tangible assets, with which Star did
not achieve compliance.
Robert C. Compton, president and CEO of Star Technologies expressed
disappointment in the Nasdaq delisting, but stressed, "It is my hope that the
news of the Nasdaq delisting will not overshadow the significant progress that
the Company has made over the past year." During the past 12 months, Star
Technologies has been undergoing a complete business refocus from a small
niche in the medical imaging market to the broader, fast-growing document
imaging market. In this regard, Star completed two strategic acquisitions
during the latter half of 1997. These acquisitions had a negative impact on
the Company's net tangible assets, as they consumed a significant portion of
cash and created more than $2 million of goodwill.
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Star Stock Moved from Nasdaq to OTCBB 2-2-2
"We understood the potential short-term effect the acquisitions might have
on our balance sheet," Compton added. "However, it was our belief that the
acquisitions provided a critical first step in our long-term growth strategy
to build a strong, competitive market presence in the document imaging
market."
Star Technologies, Inc. is a provider of products and services for
government and commercial users worldwide involved in data capture, image
capture and document imaging. Star's PowerScan subsidiary designs, develops
and supplies a complete line of document image capture and processing
software. Star also offers a wide range of outsourcing data entry and
document imaging services through its Curran Data Technologies subsidiary
based in Indianapolis, IN. Star is headquartered at 515 Shaw Road, Sterling,
VA, 20166. Telephone: (703) 689-4400. E-mail: [email protected].
Internet: www.star.com.
This press release contains certain forward-looking statements that involve
significant risks and uncertainties. Such forward-looking statements are
based on management's belief as well as assumptions made by, and information
currently available to, management pursuant to the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those expressed or implied by the forward-
looking statements contained herein. The Company undertakes no obligation to
release publicly the result of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date
of this release or the occurrence of other unanticipated events.
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