UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 7, 2000
VDC COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14281 061524454
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
75 Holly Hill Lane
Greenwich, Connecticut 06830
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(Address of principal executive office)
(203) 869-5100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
See the following press release, dated December 8, 2000, announcing the
commencement by the American Stock Exchange of the process to strike VDC
Communications, Inc. common stock from listing and registration on the American
Stock Exchange.
FOR IMMEDIATE RELEASE
Contact: Clayton F. Moran
VDC Communications, Inc.
(203) 869-5100
VDC COMMUNICATIONS RECEIVES AMEX
NOTIFICATION OF COMMENCEMENT OF DELISTING PROCESS
Greenwich, CT: December 8, 2000. VDC Communications, Inc. (AMEX:"VDC")
received notice from the American Stock Exchange ("AMEX") Staff on December 7,
2000 indicating that VDC no longer complies with AMEX's continued listing
guidelines and that AMEX intends "to proceed with the filing of an application
with the Securities and Exchange Commission (the "SEC") to strike VDC
Communications, Inc.'s ("the Company") common stock from listing and
registration on the Exchange". In this regard, AMEX's notice references specific
sections of the AMEX Company Guide including Sections: 1003(a)(ii);
1003(a)(iii); 1003(a)(iv); and 1003(v). These Sections relate to: stockholders'
equity below $4 million with losses in three of the last four fiscal years;
incurring sustained losses in its five most recent fiscal years; concern as to
whether VDC will be able to continue operations and/or meet its obligations as
they mature; and, concern over the low stock price.
VDC expects to appeal AMEX's decision and request a hearing before a
committee of the Exchange by notifying AMEX in writing no later than December
14, 2000. However, there can be no assurance that VDC's request for continued
listing will be granted. If VDC loses the appeal, VDC will consider other
trading venues.
VDC is a facilities-based domestic and international telecommunications
company, providing domestic and international carrier services to retail and
wholesale customers.
Certain statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements made by VDC involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of VDC to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to: (i)
VDC's limited capital and possible bankruptcy; (ii) VDC's ability to operate
profitably; (iii) VDC's ability to secure sufficient financing in order to fund
its operations; (iv) competitive and other market conditions, including pricing
pressure, that may adversely affect the scope of VDC's operations; (v) VDC's
dependence on certain key personnel; (vi) VDC's concentration of revenues from a
couple of larger customers; (vii) network failure or complications, including
service delays; (viii) VDC's ability to successfully integrate potential mergers
and/or acquisitions into VDC, including the retention of certain key personnel;
(ix) dependence upon a limited number of equipment vendors; (x) network capacity
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constraints; (xi) uncertainty as to whether the Internet will continue to grow
as a medium for voice and facsimile communications; and, (xii) inherent
regulatory, licensing and political risks associated with operations in foreign
and other risks as are described from time to time in the SEC reports filed by
VDC, including a Registration Statement on Form S-3 (No. 333-46694) and a VDC
prospectus dated October 27, 2000. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements, which
speak only as of the date made. VDC disclaims any obligation to update any of
the forward-looking statements contained herein to reflect any change in VDC's
expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.
SIGNATURES
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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.
Dated: December 8, 2000 VDC COMMUNICATIONS, INC.
By: /s/ Frederick A. Moran
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Frederick A. Moran
Chairman and Chief Executive Officer
