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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) March 23, 1998
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AVITAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20316 06-1174053
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
65 Dan Road, Canton, MA 02021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 821-2440
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Item 5. Other Events.
In a Press release issued on March 23, 1998, the Registrant announced
the submission of its compliance plan to a Hearing Panel of NASD which would, if
accepted, enable the registrant to maintain its listing on The NASDAQ SmallCap
Market.
In a Press Release issued on March 24, 1998, the Registrant announced
that its Chairman and President will convert approximately $400,000 of the debt
which the Registrant owes them to equity.
In a Press Release issued on March 25, 1998, the Registrant announced
that it had been notified that its stock would no longer be traded on The NASDAQ
SmallCap Market, but would instead be quoted on The NASD OTC Bulletin Board.
Item 7. Exhibits.
(c) Exhibits
99.1 Press release issued March 23, 1998
99.2 Press release issued March 24, 1998
99.3 Press release issued March 25, 1998
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SIGNATURES
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.
AVITAR, INC.
(Registrant)
Date: March 25, 1998 By: /s/J.C. LEATHERMAN
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J.C. LEATHERMAN, JR.,
Chief Financial Officer
EXHIBIT 99.1 Press release issued March 23, 1998
AVITAR, INC. REPORTS ON NASDAQ LISTING STATUS
Monday, March 23, 1998 07:30 AM
CANTON, Mass.--(BUSINESS WIRE)--March 23, 1998--Avitar, Inc. (Nasdaq SmallCap
Market: AVIT) announced today that on March 12, 1998, it submitted its
compliance plan to a Hearing Panel of NASD which would enable the Company to
maintain its listing on The Nasdaq SmallCap Market under the new, more stringent
continued listing requirements. As previously disclosed, the Company currently
does not meet the minimum bid price qualification of $1.00 for its Common Stock
or the minimum net tangible assets requirement of $2 million. The Company
understands that a response to its proposal should be received within the next
two weeks. If NASD does not accept the Company's plan, the Company's stock will
be quoted on the NASD's OTC Bulletin Board.
Peter P. Phildius, Avitar's Chairman, stated, "We believe that keeping our
listing on The Nasdaq SmallCap Market is of value to our shareholders and hope
that the NASD accepts our plan to do so. Avitar is one of many companies that do
not meet these more stringent requirements of The Nasdaq SmallCap Market.
However, the Company will continue to do what it believes to be in the
shareholders' long term interest. As more companies' stock is quoted on the
Bulletin Board, we believe that it will become a more significant marketplace.
In the event that our stock is quoted on the Bulletin Board, we believe that
this market will afford continued liquidity for our stockholders."
Avitar, Inc. designs, develops, manufactures and markets healthcare products
and services including a proprietary line of polyurethane wound care dressings
and rapid diagnostic test products.
"Safe Harbor" statement under the Private Securities Reform Act of 1995: This
release contains forward looking statements that are subject to risks and
uncertainties, as are detailed from time to time in the Company's fillings with
the Securities and Exchange Commission.
CONTACT: Avitar, Inc.
Peter Phildius, Chairman of the Board 781/821-2440
Jay Leatherman, Chief Financial Officer 781/821-2440
EXHIBIT 99.2 Press release issued March 24, 1998
AVITAR, INC. ANNOUNCES OFFICERS TO CONVERT DEBT TO EQUITY
CANTON, Mass.--March 24, 1998--Avitar, Inc. (Nasdaq SmallCap Market: AVIT)
announced that its Chairman and President will convert approximately $400,000
of the debt which the Company owes them to equity. The equity will be in the
form of restricted "144 stock."
Mr. Jay Leatherman, Vice President & Chief Financial Officer, commented, "This
conversion by our senior officers will help strengthen our balance sheet by
adding equity of $400,000 to our net tangible assets and will greatly reduce the
debt service obligations of the Company. This action indicates the long-term
commitment of the senior management and their optimism about Avitar's future."
Avitar, Inc. designs, develops, manufactures and markets healthcare products
and services including a proprietary line of polyurethane wound care dressings
and rapid diagnostic test products.
"Safe Harbor" statement under the Private Securities Reform Act of 1995: This
release contains forward looking statements that are subject to risks and
uncertainties, as are detailed from time to time in the Company's fillings with
the Securities and Exchange Commission.
CONTACT: Avitar, Inc.
Peter Phildius, Chairman of the Board 781/821-2440
Jay Leatherman, Chief Financial Officer 781/821-2440
EXHIBIT 99.3 Press release issued March 25, 1998
AVITAR, INC. TO BE QUOTED ON THE OTC BULLETIN BOARD
CANTON, Mass.--March 25, 1998--Avitar, Inc. (OTC Bulletin Board: AVIT) announced
today that the Company had been notified after the close of trading yesterday
that its stock would no longer be traded on The Nasdaq SmallCap Market, but
would instead be quoted on the NASD OTC Bulletin Board. in a letter, the NASD
indicated that 15 current market makers will continue to trade Avitar's stock.
Peter P. Phildius, Avitar's Chairman & CEO stated, "The business prospects of
the Company continue to improve and management is dedicated to increasing the
long-term value to the Company's shareholders. While we would have preferred to
remain on the Nasdaq SmallCap Market, we believe that with the relatively large
number of market-makers in our stock, liquidity for our shareholders will
continue to be maintained. As has been our practice, we will continue to file
annual and quarterly reports with the SEC and to make available to our
shareholders information relating to the Company. We have established a web site
at www.avitarinc.com and will become more active on the internet to assure
dissemination of information to our shareholders."
Avitar, Inc. designs, develops, manufactures and markets healthcare products
and services including a proprietary line of polyurethane wound care dressings
and rapid diagnostic test products.
"Safe Harbor" statement under the Private Securities Reform Act of 1995: This
release contains forward looking statements that are subject to risks and
uncertainties, as are detailed from time to time in the Company's fillings with
the Securities and Exchange Commission.
CONTACT: Avitar, Inc.
Peter Phildius, Chairman of the Board 781/821-2440
Jay Leatherman, Chief Financial Officer 781/821-2440
