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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 12, 1998
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-19724 33-0311631
(State or other jurisdiction of (Commission (IRS Employer Identification No.)
incorporation or organization) File Number)
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10655 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
(619) 558-6064
(Registrant's telephone number, including area code)
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Item 5. Other Events.
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The Registrant has received notification that as of October 12, 1998,
the 1,667,500 warrants (the "Public Warrants") issued in connection with the
Registrant's initial public offering in January 1992 are no longer approved for
quotation on the Nasdaq SmallCap Market due to a lack of market makers in the
Public Warrants.
Upon such delisting, trading in the Public Warrants thereafter, if
any, will likely be conducted in the over-the-counter markets in the so-called
"pink sheets" or the National Association of Securities Dealers' Electronic
Bulletin Board. As a consequence of such delisting, it is expected that the
warrantholders of the Company would find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Public Warrants. In
addition, such delisting will make the Public Warrants substantially less
attractive as collateral for margin and purpose loans, for investment by
financial institutions under their internal policies or state legal investment
laws, as consideration in future capital raising transactions.
Once the Public Warrants are no longer approved for quotation on the
Nasdaq SmallCap Market, the Public Warrants may become subject to regulation as
a "penny stock." The Securities and Exchange Commission has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price or exercise price less than $5.00 per share, subject to certain
exceptions, including listing on the Nasdaq SmallCap Market. Once the Public
Warrants are removed from listing on the Nasdaq SmallCap Market and if no other
exception applies, the Public Warrants may become subject to the SEC's Penny
Stock Rules, Rule 15g-1 through Rule 15g-9 under the Exchange Act. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the SEC relating to the penny stock market. The broker-
dealer must also disclose the commission payable to both the broker-dealer and
the registered representative, current quotations for the securities and, if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the penny stock rules may restrict the ability of broker-dealers
to sell the Public Warrants and may affect the ability of holders to sell the
Public Warrants in the secondary market and the price at which such holders can
sell any such securities. Rule 15g-9 under the Exchange Act imposes additional
sales practice requirements on broker-dealers who sell such securities except in
transactions exempted from such rule, including transactions meeting the
requirements of Rule 505 or 506 of Regulation D promulgated under the Securities
Act and transactions in which the purchaser is an institutional accredited
investor or an established customer of the broker-dealer.
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SIGNATURE
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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 hereunto duly authorized.
Date: October 12, 1998 PROTEIN POLYMER TECHNOLOGIES, INC.
By: /s/ J. Thomas Parmeter
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J. Thomas Parmeter
Chief Executive Officer
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