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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
October 3, 1996
Date of Report (Date of earliest event reported)
NATIONAL CAPITAL MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-16819 93-3054267
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
160 Sansome Street
San Francisco, California 94104
(Address of principal executive offices)
(415) 989-2661
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 20, 1996 the Company was notified by NASDAQ that the Company no
longer appears to meet certain requirements for continued listing on NASDAQ's
National Market System. In particular, NASDAQ noted that (i) the closing bid
price for the Company's common stock on August 12, 1996 was $.875 per share and
therefore below NASDAQ's $1 minimum bid price and (ii) because of the bid price,
the market value of the public float no longer appeared to meet the requirement
for a $1 million public float.
On September 17, 1996, in response to the foregoing two concerns raised by
NASDAQ, the Company proposed a stock repurchase program pursuant to which the
Company would purchase up to 80,000 shares of the Company's common stock in the
open market from time-to-time as market conditions permitted.
In its response to NASDAQ, the Company provided a brief background of the
evolution of the Company's business. In the last two years the Company has been
in the process of divesting certain businesses in real estate and manufacturing
and concentrating on the viatical settlement business through its National
Capital Benefits Corp. subsidiary.
The Company indicated that there has been a significant amount of publicity
with respect to studies which indicate that certain existing medications and
medications presently under development may, when used in combination, prolong
the life expectancy of persons previously diagnosed with the Acquired Immune
Deficiency Syndrome ("AIDS"). This treatment has been generally referred to by
the media as the AIDS "cocktail". In particular, at a conference held in
Vancouver, British Columbia in July 1996, a significant amount of attention was
focused on preliminary positive results for the AIDS cocktail. The conference as
well as the media coverage regarding this treatment has had a significant impact
on the viatical settlement industry. The Company noted to NASDAQ that one of the
more comparable companies in the Company's business is Dignity Partners, Inc.,
whose shares of common stock are listed on the NASDAQ National Market System.
Because of the foregoing publicity and other actions regarding that Company by
its Board of Directors and management, the Company noted that the bid price for
the shares of common stock of Dignity Partners has decreased from $12 in
February 1996 to $3 in September 1996.
On September 27, 1996, NASDAQ notified the Company that it had completed
its review of the Company's proposal and request for continued listing on
NASDAQ's National Market System. Based on that review, NASDAQ determined to deny
the Company's request.
The determination was based on several factors. The NASDAQ staff noted that
the Company was in the hearings process in 1995 for a minimum bid price
deficiency. At that time, the Company was successful in maintaining compliance
by implementing a one-for-three reverse stock split. NASDAQ stated that the
Company's proposed repurchase program would further reduce the already limited
shares of public float and is not guaranteed of achieving compliance with the
minimum bid
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price and/or the market value of public float criteria. NASDAQ further noted
that the Company has had a history of financial losses. In conclusion, as a
result of the Company's inability to provide a plan which will ensure continual
compliance, and that the Company was in the hearings process last year for a bid
price deficiency, the NASDAQ staff determined that continued listing on NASDAQ's
National Market System was no longer warranted and informed the Company that the
common stock was scheduled to be deleted from the National Market System
effective with the opening of business on Friday, October 4, 1996.
The Company has appealed the preliminary determinations by NASDAQ and until
a final determination has been made by NASDAQ, the proposed delisting will be
stayed. Based on conversations with NASDAQ, the Company believes it will be
scheduled for a hearing with NASDAQ representatives in mid to late October 1996.
* * * * * * * * * * * * * *
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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 thereunto duly authorized.
NATIONAL CAPITAL MANAGEMENT CORPORATION
(Registrant)
Dated: October 3, 1996 By
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President
(Principal Executive and Financial
Officer)
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