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
Date of Report (Date of earliest event reported): February 13, 1998
_________________
Rheometric Scientific, Inc.
________________________________________
(Exact Name of Registrant as Specified in its Charter)
New Jersey 0-14617 61-0708419
_________________ ____________ _____________
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
One Possumtown Road, Piscataway, NJ 08854
__________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (732) 560-8550
______________________________________________________
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On February 13, 1998, Rheometric Scientific, Inc.'s
common stock moved from the Nasdaq National Market to The
Nasdaq SmallCap Market via an exception from the bid price,
net tangible assets and market value of public float initial
inclusion requirements.
The determination to move the Company to The Nasdaq
SmallCap Market resulted from the Company's non-compliance
with the Nasdaq National Market net tangible assets
requirement of at least $4 million due to the write-offs
taken during fiscal 1997. The write-offs were in
connection with initiatives the Company had taken to improve
operational efficiencies and cash management, as well as to
enhance its market position and customer support
While Rheometric Scientific, Inc. failed to meet the
initial inclusion requirements for the Nasdaq SmallCap
Market as of February 13, 1998, the Company was granted a
temporary exception under which the Company will continue to
be listed on The Nasdaq SmallCap market unless the Company
fails to meet certain conditions.
Accordingly, as directed by Nasdaq, the Company is
providing the following information and exhibit to satisfy
the conditions.
The Company affirms it is in compliance with the
continuing listing requirements of The Nasdaq SmallCap
Market with the exception of minimum bid price. The Nasdaq
SmallCap Market has waived the minimum bid price with the
stipulation that the Company will be in compliance with the
minimum bid price at March 25, 1998.
As of February 13, 1998
- The Company has four market makers
- The Company's net tangible assets is $2,365,000
- The Company's public float is 3,000,507
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- The Company's market value of the public float is $2,350,280
- The Company has approximately 185 shareholders of
record and 485 beneficial holders of common stock held in
street name.
- The Company was founded in 1970 and is in compliance
with The Nasdaq SmallCap Market corporate governance
requirements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 1 - Rheometric Scientific, Inc. Condensed
Consolidated Balance Sheet as of December 31, 1997
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.
February 17, 1998 RHEOMETRIC SCIENTIFIC, INC.
By: /s/ Joseph Musanti
Joseph Musanti, Vice President,
Finance & Materials and Chief
Financial Officer
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<TABLE>
RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
<CAPTION>
December 31, 1997
<S> <C>
ASSETS
Current Assets
Cash $ 170
Accounts receivable, net 15,183
Inventory, net 12,900
Prepaid expenses and other assets 700
_______
Total current assets 28,953
_______
Property, plant, and equipment 15,980
Less accumulated depreciation and
amortization (9,532)
_______
Property, plant, and equipment, net 6,448
Other assets <F1> 1,120
_______
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY $36,521
=======
Current Liabilities
Short-term bank borrowings $ 8,773
Current maturities of long-term debt 227
Accounts payable 4,100
Borrowings against accounts receivable 958
Restructuring 1,624
Accrued liabilities 6,150
_______
Total current liabilities 21,832
_______
Long-term note payable
Long-term debt lease obligation 4,718
Long-term debt - affiliate 6,258
Other long-term liabilities 1,348
_______
Total liabilities 34,156
_______
Commitments and Contingencies
Shareholders' Equity
Common stock, stated value of $.001,
authorized 20,000 shares; issued and
outstanding 13,162 shares 13
Additional paid-in capital 25,492
Accumulated deficit (22,993)
Cumulative translation adjustment (147)
_______
Total shareholders' equity 2,365
_______
Total Liabilities &
Shareholders' Equity $36,521
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<FN>
<F1> Other Assets does not contain any goodwill.
</TABLE>
