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
April 11, 2000
(Date of report)
STAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-13318
(Commission File No.)
93-0794452
(I.R.S. employer identification no.)
7 Pidgeon Hill Drive
Sterling, VA 20165
(Address of principal executive offices)
(Zip code)
(703) 430-8130
(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 April 5, 2000 that it will not be able to file with the Securities and
Exchange Commission its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, which was required to be filed no later than March 31, 2000.
ITEM 7: EXHIBIT INDEX
Exhibit 99 - April 5, 2000 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: April 11, 2000 By: /s/ Robert C. Compton
Robert C. Compton
President, Chairman and Chief
Executive Officer
EXHIBIT 99 - APRIL 5, 2000 PRESS RELEASE
NEWS RELEASE
Star Technologies, Inc.
Seven Pidgeon Hill Drive
Sterling, VA 20165
CONTACT:
Brenda A. Potosnak
(703) 430-8130
FOR IMMEDIATE RELEASE
STAR ANNOUNCES INABILITY TO FILE ANNUAL REPORT
FOR YEAR ENDED DECEMBER 31, 1999
STERLING, VA, April 05, 2000 - Star Technologies, Inc. (OTCBB:STRR), a
provider of digital capture and imaging products and services, today announced
that it will not be able to file with the Securities and Exchange Commission its
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, which
was required to be filed no later than March 31, 2000. For the reasons explained
below, the Company is unable to predict when it will be in a position to file
its 1999 Annual Report. Further, as a result of delays in completing its
financial statements for the year ended December 31, 1999, the Company does not
expect that it will be able to file timely its quarterly report on Form 10-Q for
the first quarter of 2000.
The Company's continuing financial crisis has resulted in the Company
being unable to pay professional fees and other expenses required for the
preparation of audited financial statements required to be included in its 1999
Annual Report. In addition, the Company has not completed closing its books for
1999 due, in part, to the relocation of Star and its PowerScan subsidiary from
Potomac, Maryland, to Sterling, Virginia, in the first quarter of 2000. If the
Company is unable to file its 1999 Annual Report on Form 10-K, the Company's
common stock could become ineligible for quotation on the OTC Bulletin Board.
Based upon information available to it that the Company believes to be
reliable, the Company's revenue for the fourth quarter ended December 31, 1999
should be $0.6 million compared with $1.0 million in the fourth quarter of 1998.
The Company anticipates that it will report a net loss for the fourth quarter.
The Company's liabilities presently exceed its assets, and the Company
believes that if it were to obtain an audit opinion, such opinion would contain
a "going concern" qualification. The Company's audited financial statements for
the fiscal year ended December 31, 1998 contained a "going concern"
qualification.
Although the first quarter ending March 31, 2000 will be characterized
by similar revenue levels, operating expenses in the first quarter 2000 will be
lower than in the fourth quarter 1999. The Company's employment levels for Star
and its subsidiary, PowerScan, Inc., have decreased from 18 at December 1, 1999
to 7 at March 31, 2000. This reduction is a combination of a Company lay-off in
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February 2000, as well as employee resignations throughout this period, based in
part on the Company's inability to meet its payroll on a timely basis. The
Company's Chief Financial Officer has resigned, but continues to work with the
Company on a part-time basis as a consultant. In addition, two members of the
Company's Board of Directors resigned during the first quarter of 2000.
As previously reported, the Company is and will continue to
aggressively pursue the sale of certain assets. The Company is currently in
discussions with a third party related to its purchase of the Company's data
services subsidiary. However, the Company does not anticipate that proceeds from
this sale will resolve its creditor issues.
Star Technologies, Inc. is a provider of high-quality products and
services for government and commercial users worldwide involved in data capture,
image capture and digital imaging. Star's PowerScan subsidiary designs,
develops, and supplies a complete line of digital image capture and processing
software. Star also offers a wide range of outsourcing data entry and document
imaging services through its CDT subsidiary based in Indianapolis, IN. Star is
headquartered at Seven Pidgeon Hill Drive, Sterling, VA 20165. Telephone: (703)
430-8130.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995: The statements in this news release, which are not historical
facts, are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in or implied by forward-looking statements. These risks and
uncertainties include the risk of technological change, the potential inability
to finance future capital needs, operating losses and other risks described in
the Company's Securities and Exchange filings.
