================================================================================
U.S. 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 6, 1999
COMPOSITECH LTD.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-20701 11-2710467
(Commissioner File Number) (IRS Employer Identification Number)
120 Ricefield Lane
Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 436-5200
================================================================================
<PAGE>
Item 5. Other Events.
On December 6, 1999, Compositech Ltd. issued the press release attached
hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits accompany this Report:
Exhibit
Number Exhibit Description
------- -------------------
99 Compositech Ltd. press release dated December 6, 1999.
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.
COMPOSITECH LTD.
By: /s/ Samuel S. Gross
--------------------------
Samuel S. Gross
Executive Vice President,
Secretary and Treasurer
Date: December 16, 1999
1
<PAGE>
Index to Exhibits
Exhibit Sequentially
Number Description of Exhibit Numbered Page
------- ---------------------- -------------
99 Compositech Ltd. press release dated
December 6, 1999. 3
2
EXHIBIT 99
For: Compositech Ltd.
120 Ricefield Lane
Hauppauge, NY 11788-2008
www.compositechltd.com
Company Contact: Christopher F. Johnson, President and CEO
(516) 436-5200 / [email protected]
Agency Contact: Warren J. Cavior, The Cavior Organization
(212) 687-6070 / [email protected]
COMPOSITECH LTD. CONFIRMS M&A TALKS AND PLANS TO IDENTIFY STRATEGIC PARTNERS;
AWAITS CLOSING OF PRIVATE PLACEMENT AND SUBSTANTIALLY REDUCES EXPENSES;
Hauppauge, NY ...December 6, 1999... Compositech Ltd. (NASDAQ: CTEK), which
produces patented high tech laminates for the printed circuit board industry,
confirmed today that the Company is in discussions with advisors to explore
strategic opportunities to maximize shareholder value and expects to make an
additional announcement by year-end.
The Company will pursue potential mergers and acquisitions or other strategic
transactions to maximize shareholder value. Chris Johnson, president and CEO,
said, "Our objective is not to just sell the technology, but find a way to
increase shareholders' upside potential." Compositech Ltd. has been pursuing a
transition from research and development to product commercialization strategy
for its CL200+ filament-wound laminates during 1999. Although CL200+ market
acceptance accelerated and the company has experienced an order backlog since
June of this year, the capability to produce large volumes of finished product
has been adversely affected by the Company's limited financial resources and the
limited availability of experienced production workers on Long Island.
"We have substantially more demand for product than we can produce, but the
Company's financial resources, the current costs of production and labor
shortage being experienced by our Hauppauge facility make it impractical to
increase our production sufficiently to meet demand. As a result, Compositech is
in the process of retaining advisors to accelerate current discussions with
potential acquisition or merger candidates as well as identify additional
candidates to purchase, license or joint venture the company's technology. To
facilitate these activities, Compositech has minimized expenses through
substantial reduction of staff and suspension of manufacturing activities at its
Hauppauge facility effective December 3, 1999," said Johnson.
Compositech also confirmed that it is waiting for the closing of a $1,460,000
financing. The proceeds of the financing would be used principally to continue
limited operations while seeking strategic partners with the necessary resources
to enable the Company to continue to manufacture or license its patented
technology in order to enable the technology to achieve its potential.
3
<PAGE>
Johnson continued, "Having proven the technological value of our laminates, we
believe it is time to find a partner who will give the company the ability to
produce substantial quantities of CL200+. We do not have the financial resources
to satisfy current demand for production in Hauppauge or the requirements of our
joint venture in Canada. Although the Canadian joint venture completed the
initial phase of developing a large-volume manufacturing facility for CL200+ in
Montreal, financing of the project has not been obtained within the required
period to permit continuation of the existing joint venture, and the Canadian
partners may elect to terminate the joint venture. However, the Company believes
that the Canadian partners will consider the continuation of the project with an
appropriate new partner or capital infusion."
There can be no assurances that the Company will consummate a strategic
transaction or complete the $1,460,000 private placement or that they will be on
favorable terms.
About Compositech Ltd.
Compositech Ltd. develops, produces and markets innovative and superior
copper-clad and fiberglass epoxy laminates used to create printed circuit boards
which are essential components of personal computers, workstations, data
communications, Internet servers and telecommunications equipment.
#########
Note: The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934 that involve a number of risks and
uncertainties. Actual events or results may differ from the Company's
expectations. In addition to the matters described in this press release, risk
factors listed from time to time in the Company's SEC reports and filings,
including, but not limited to, its reports on Form 10-QSB for the quarter ended
September 30, 1999, its registration statement on Form S-3 declared effective by
the Securities and Exchange Commission on June 15, 1999 and its report on Form
10-KSB for the year ended December 31, 1998, may affect the results achieved by
the Company.
This press release was prepared by The Cavior Organization, Inc., a public
relations firm, based on information supplied by its client, Compositech Ltd.
The information contained herein is believed to be reliable, but has not been
independently verified by The Cavior Organization, Inc. None of the information
contained in this press release should be construed as an offer to buy or sell
securities, either directly or indirectly. Officers and employees of The Cavior
Organization, Inc. may from time to time acquire, hold or sell a position in the
securities mentioned herein.
4
