<PAGE>
Page 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 4, 1999
CYCOMM INTERNATIONAL INC.
(Exact name of Registrant as specified in charter)
Wyoming 1-11686(12b) 54-1779046
(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1420 Springhill Road, Suite 420, McLean, VA 22102
(Address of principal executive offices)
Registrant's telephone number, including area code (703) 903-9548
<PAGE>
Page 2
Item 5. Other Items
On January 28, 1999, Cycomm International Inc. (the "Company") issued
a press release announcing the status of the listing of its common stock on the
American Stock Exchange ("AMEX"), as described in the press release attached as
Exhibit 99.1 and incorporated by reference herein.
An appeal hearing has been scheduled for April 14, 1999. In the event of an
unfavorable decision on the continued listing of the Company's common stock by
AMEX, the Company's common stock will be delisted from the AMEX. If a delisting
occurs, the Company intends to establish a market for its common stock on the
OTC Bulletin Board.
Cycomm has implemented a number of initiatives and actions in response to the
AMEX action, which include but are not limited to as follows:
1. Cycomm is reviewing its business strategy to eliminate underperforming and
unprofitable operations. Although management believes the future potential of
its business divisions still exists, the AMEX actions require immediate
improvements in profitability.
2. The Company is pursuing certain acquisitions that would result in an
improvement of results of operation and financial condition.
3. The Company is exploring strategic relationships, a merger or a sale of the
Company or its assets. The Company is presently engaged in discussions
with third parties regarding a merger or the sale in one or more transactions.
There can be no assurance that any such transactions will be concluded.
4. The pending AMEX actions will likely impair the Company's ability to raise
additional funding. Although the Company has generally been meeting its
obligations in the ordinary course of business, the Company's current cash
position may result in the Company's deferral of payment or restructuring of
certain obligations.
5. The Company currently has outstanding $3.0 million principal amount of 10%
Convertible Notes due February 28, 1999. The Company presently does not have
the available funds to repay the entire amount due and is currently in
negotiations to repay the Notes and restructure the obligation.
6.In the absence of, or in addition to, any such transactions or if the loss
from operations is not immediately addressed, the Company will require funding
of the Company's operations from private placements of equity and/or debt
securities or additional capital contributions from new or existing investors in
the Company. There can be no assurance that any such additional financing will
be available to the Company or, if available, that it can be obtained on a
timely basis. Failure by the Company to address its cash requirements will
have a material adverse effect on the Company's results of operation and
financial condition.
<PAGE>
Page 3
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
a. None
b. None
c. Exhibits 99.1 Press Release dated January 28, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CYCOMM INTERNATIONAL INC.
Date: February 4, 1999 By: Michael R. Skoff
Chief Financial Officer
cycomm/secnasdq/cyc8-k 1-99
<PAGE>
Page 4
NEWS RELEASE
For Additional Information, Contact:
Laurie Rice, Dir. of Corp.Comm. or Stan Altschuler, President
Cycomm International Strategic Growth Int'l, Inc.
(800) 884-8544 (516) 829-7111
CYCOMM INTERNATIONAL INC. ANNOUNCES STATUS OF AMEX LISTING
January 28, 1999 McLean, VA Cycomm International Inc. (AMEX:CYI) announced
today that it has received notice from the American Stock Exchange (AMEX) of
the Exchange's decision to delist the Company. The Company presently does not
fully satisfy all of the guidelines of the AMEX for continued listing. The
Company does not meet the minimum stockholder's equity requirement and has
incurred consistent net losses in the prior fiscal years.
Cycomm will appeal AMEX's decision, and in accordance with AMEX procedures, has
requested a hearing to appeal this matter. In addition, Cycomm has already
initiated a number of measures that are expected to improve its ability to
comply with AMEX's listing requirements in the future. Pending the outcome
of the appeal hearing, the Company's shares will continue to trade on AMEX.
There can be no assurances that the Company's appeal will be successful, when a
decision will be reached by AMEX or that such decision will be favorable to
the Company.
Albert I. Hawk, President and Chief Executive Officer of Cycomm stated, "We are
surprised by the timing of the AMEX action, especially since Cycomm has
demonstrated significant revenue growth over the past three years. Cycomm
will take immediate and appropriate actions to make Cycomm a stronger company
going forward and hopes that these actions will maintain the AMEX listing."
Cycomm International Inc., headquartered in McLean, VA, with subsidiaries
in Sebastian, FL, Albuquerque, NM and Montreal, Quebec, Canada, is a rapidly
growing developer and manufacturer of a variety of information technology
products, including rugged mobile computers and computing systems, wireless and
cellular devices, secure communications products and various other
telecommunications services, with a growing list of customers in over 70
agencies and municipalities throughout the U.S. It also specializes in secure
products and services for state and federal governments and has recently
expanded to new markets throughout Europe and Asia.
Certain information presented in this release constitutes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results or
achievements of the Company to be materially different from any future results
or achievements expressed or implied by such forward-looking statements.
For further information, contact Laurie Rice, Director of Corporate
Communications, at (800) 884-8544 or visit Cycomm's website at www.cycomm.com.
