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, 2000
VALENCE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20028 77-0214673
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
301 CONESTOGA WAY
HENDERSON, NEVADA 89015
(Address of Principal Executive Offices)
(702) 558-1000
(Registrant's Telephone Number)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
The registrant today reached a settlement in the securities class-action lawsuit
that had been pending against the company and certain of its present and former
officers and directors in U.S. District Court in the Northern District of
California.
Under the settlement, which is subject to court approval and certain
other ordinary contingencies, the claims against the registrant and all other
defendants will be dismissed without presumption or admission of any liability
or wrongdoing.
The full amount of the cash settlement and associated legal costs
to date has been either previously expensed, reserved for or fully covered by
the company's insurance carriers. Under the terms of the settlement Valence will
pay $1.3 million in cash and 950,000 shares of common stock to the class fund.
The company will take a charge for the impact of the stock portion of this
settlement during the fourth quarter ending March 26, 2000.
The registrant denies liability and fault, but believes that the settlement of
the litigation is in its stockholders' best interest. Continuing the litigation
would have been expensive and distracting to management, and the registrant
entered into settlement in order to resolve uncertainty about the lawsuits among
the company's stockholders, customers, suppliers and other business partners.
Item 7. Exhibits.
EXHIBIT NUMBER DESCRIPTION
99.1 News Release dated February 10, 2000
Page 2
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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 hereunto duly authorized.
February 14, 2000 VALENCE TECHNOLOGY, INC.
By: /S/ JAY L. KING
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Jay L. King
Vice President and
Chief Financial Officer
Page 3
<PAGE>
EXHIBIT INDEX
EXHIBITS
99.1 News Release dated February 10, 2000
Page 4
EX-99.1 PRESS RELEASE
VALENCE TECHNOLOGY, INC. ANNOUNCES SETTLEMENT OF CLASS-ACTION
SECURITIES LITIGATION SUBJECT TO COURT APPROVAL
February 10, 2000 11:00 PM
HENDERSON, Nev., Feb. 10 /PRNewswire/ -- Valence Technology Inc. VLNC today
announced that a settlement has been reached in the securities class-action
lawsuit that had been pending against the company and certain of its present and
former officers and directors.
Under the settlement, which is subject to court approval and certain other
ordinary contingencies, the claims against the company and all other defendants
will be dismissed without presumption or admission of any liability or
wrongdoing.
The full amount of the cash settlement and associated legal costs to date has
been either previously expensed, reserved for or fully covered by the company's
insurance carriers. Under the terms of the settlement Valence will pay $1.3
million in cash and 950,000 shares of common stock to the class fund. The
company will take a charge for the impact of the stock portion of this
settlement during the fourth quarter ending March 26, 2000.
Commenting on the announcement, Valence Chairman and Chief Executive Officer Lev
Dawson stated, "While we continue to deny liability, the settlement of these
lawsuits is in our stockholders' best interest. Continuing the litigation would
have been very expensive and distracting to management, and the settlement will
resolve any uncertainty about the lawsuits among the company's stockholders,
customers, suppliers and other business partners."
About Valence Technology Inc.
With more than 400 battery patents awarded and pending, Valence is a leader in
the development of lithium polymer batteries. The company operates facilities in
Henderson, Nev.; Seattle, Wash.; and Mallusk, Northern Ireland. It also has a
50% owned subsidiary, Hanil Valence, in South Korea. Valence is traded on the
Nasdaq National Market under the symbol VLNC. Valence can be found on the
Internet at http://www.Valence.com.
The information contained herein includes forward-looking statements that
involve risks and uncertainties. In particular these include statements
regarding our intent, belief or current expectations with respect to, among
other things, the Stipulation of Settlement and its approval by the court. Our
actual results may differ materially from those projected in this press release.
These risk factors are described from time to time in Valence's SEC reports,
including on Form 10-K for the year ended March 29, 1999, our quarterly reports
on Forms 10-Q and our current reports on Forms 8-K to which readers are
referred.
SOURCE Valence Technology, Inc.
