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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): FEBRUARY 10, 1999
DESTRON FEARING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19688 84-1079037
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(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
490 VILLAUME AVENUE
SOUTH ST. PAUL, MINNESOTA 55075
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (651) 455-1621
NOT APPLICABLE
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(Former name of former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On November 17, 1998, the Company was notified in writing that the
Company's Common Stock had failed to maintain a closing bid price of greater
than or equal to $1.00 per share as required by The Nasdaq SmallCap Market, and
that unless the Company's Common Stock maintained a closing bid price of at
least $1.00 per share for ten consecutive trading days during a period ending on
February 17, 1999, the Company's Common Stock would be delisted from The Nasdaq
SmallCap Market. At a meeting held on January 29, 1999, the shareholders of the
Company approved a resolution authorizing the Company's Board of Directors to
amend the Company's Certificate of Incorporation to effect up to a 1:5 reverse
stock split for the purpose of bringing the Company into compliance with the
$1.00 minimum bid requirement of The Nasdaq SmallCap Market. On February 10,
1999, the Company received written notice from The Nasdaq Stock Market that the
Company was in compliance with the minimum bid requirements of The Nasdaq
SmallCap Market, after the Company's Common Stock had maintained a closing bid
price at or above $1.00 for the required number of trading days. In light of the
fact that the Company is currently no longer subject to delisting from The
Nasdaq SmallCap Market, the Company does not intend to effect the authorized
reverse stock split. However, if the Company fails to satisfy the listing
requirements in the future, the Board of Directors may take such actions, or
seek such shareholder approvals, as it deems necessary in order to regain
compliance.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This Current Report on Form 8-K and other
materials filed or to be filed by the Company with the Securities and Exchange
Commission, as well as other written materials or oral statements that the
Company may make or publish from time to time, contain forward-looking
statements relating to business prospects, anticipated financial performance and
similar matters. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially from the anticipated
results or other expectations expressed in the forward-looking statements. These
risks and uncertainties include, but are not limited to, changes in order
quantities by customers, the unanticipated loss of business from major
customers, slower than anticipated sales growth, inadequate capital resources,
the threat of intellectual property disputes and an inability to obtain
favorable terms from suppliers.
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ITEM 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
None.
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.
Destron Fearing Corporation
Date: February 19, 1999. By /s/ Randolph K. Geissler
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Randolph K. Geissler
President and Chief Executive Officer
