CAPITAL ASSOCIATES INC
8-K, 1999-12-01
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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<PAGE>

                  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):   December 1, 1999
                                                     -----------------

                       CAPITAL ASSOCIATES, INC.
          (Exact Name of Registrant as Specified in Charter)

         Delaware                    0-15525                    84-1055327
- ------------------------------------------------------------------------------
  (State or Other Juris-         (Commission File             (IRS Employer
 diction of Incorporation)           Number)               Identification No.)

7175 West Jefferson Avenue
       Lakewood, CO                                 80235
- ------------------------------------------------------------------------------
  (Address of Principal                           (Zip Code)
    Executive Offices)

                            (303) 980-1000
- ------------------------------------------------------------------------------
         (Registrant's Telephone Number, Including Area Code)

                            Not Applicable
- ------------------------------------------------------------------------------
     (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

ITEM 5.  OTHER EVENTS

On Wednesday, December 1, 1999, the Registrant issued the press release
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
The press release announces that, at the opening of business on Thursday,
December 2, 1999, the Company's common stock will cease trading on the NASDAQ
National Market, because of the decline in the number and the market value of
the shares of common stock held by stockholders other than directors,
executive officers and 10%-or-greater stockholders, and immediately start
trading on the Over The Counter Bulletin Board ("OTCBB").

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits
<TABLE>
        <S>  <C>
        99.1 Press release issued Wednesday, December 1, 1999, by the
             Registrant announcing that, at the opening of business on
             Thursday,  December 2, 1999, the Company's common stock will
             cease trading on the NASDAQ National Market, because of the
             decline in the number and the market value of the shares of
             common stock held by stockholders other than directors, executive
             officers and 10%-or-greater stockholders, and immediately start
             trading on the OTCBB.
</TABLE>

<PAGE>

                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       CAPITAL ASSOCIATES, INC.
                                             (Registrant)

                                       /s/
                                       ----------------------------------------
Date:  December 1, 1999                By: Michael Schuh
                                       Title:  Senior Vice President - Chief
                                               of Operations


<PAGE>

                                 EXHIBIT 99.1

                           CAPITAL ASSOCIATES, INC.


FOR IMMEDIATE RELEASE

FROM:      CAPITAL ASSOCIATES, INC.
CONTACT:   SUSAN HUGHES, CORPORATE COMMUNICATIONS
TELEPHONE: (303) 980-1000


                           CAPITAL ASSOCIATES, INC.
                     ANNOUNCES THAT ITS COMMON STOCK WILL
                     BE TRADED ON THE OTC BULLETIN BOARD

        LAKEWOOD, COLORADO, WEDNESDAY, DECEMBER 1, 1999: Capital Associates,
Inc., announced today that, as of the opening of business on Thursday,
December 2, 1999, the Company's common stock will cease trading on the NASDAQ
National Market, because of the decline in the number and the market value of
the shares of common stock held by stockholders other than directors,
executive officers and 10%-or-greater stockholders, and immediately start
trading on the Over The Counter Bulletin Board ("OTCBB").  The Company
expects to retain its current trading symbol "CAII" on the OTCBB.

        Capital Associates, Inc. ( CAII), is a commercial finance company
engaged in the origination, financing and management of capital equipment for
investment grade and other creditworthy businesses.

        THE STATEMENTS CONTAINED IN THIS PRESS RELEASE, WHICH ARE NOT
HISTORICAL FACTS, MAY BE DEEMED TO CONTAIN FORWARD LOOKING STATEMENTS WITH
RESPECT TO EVENTS, THE OCCURRENCE OF WHICH INVOLVE RISKS AND UNCERTAINTIES,
AND ARE SUBJECT TO FACTORS THAT COULD CAUSE ACTUAL FUTURE RESULTS TO DIFFER
BOTH ADVERSELY AND MATERIALLY FROM CURRENTLY ANTICIPATED RESULTS.




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