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
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Date of Report (Date of earliest event reported): June 27,
1997
Saf T Lok Incorporated
(Exact name of registrant as specified in its charter)
Florida 1-11968 65-0142837
(State or (Commission (IRS Employer
Iden-
other jurisdiction File Number)
tification No.)
of Incorporation)
18245 S.E. Federal Highway, Tequesta, Florida 33469
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 561-743-
5625
<PAGE>
Item 5. Other Events
On June 27, 1997, Saf T Lok Incorporated (the "Company")
received a letter from
Nasdaq Stock Market, Inc., the principal market in which
trading in the
Company's stock occurs. The letter, attached as Exhibit
99.1, notified the
Company that the Company's common stock will be delisted
from the Nasdaq
SmallCap Market effective as of the close of business on
July 7, 1997. The
Company intends to appeal this determination and has
requested an oral hearing
and a stay of the delisting of the Company's stock.
There can be no assurance that the Company will prevail as a
result of the
hearing or that the stay of the delisting will be granted.
If the Company does
not prevail at this hearing, the Company's common stock will
be delisted from
the Nasdaq SmallCap Market resulting in trading in the
Company's stock being
conducted on a bulletin board basis. Trading on a bulletin
board may have the
effect of reducing investor interest in the Company's common
stock and reducing
the number of shares traded on a daily basis which, in turn
may cause the
market price of the Company's common stock to decline.
EXHIBITS.
Exhibit No. Exhibit Table
- ---------- ---------------------------------------
- -
99.1 Letter, dated June 27, 1997, from the
Nasdaq Stock Market, Inc.
<PAGE>
S I G N A T U R E
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: July 2, 1997 SAF T LOK INCORPORATED
By: // John L Gardner
----------------------
- -------
John L. Gardner,
President
<PAGE>
INDEX OF EXHIBITS.
Exhibit No. Exhibit Table
- ---------- ---------------------------------------
- -
99.1 Letter, dated June 27, 1997, from the
Nasdaq Stock Market, Inc.
<PAGE>
June 27, 1997
Mr. John L. Gardner
President and CEO
Saf T Lok, Incorporated
18245 South East Federal Highway
Tequesta, FL 3469
Dear Mr. Gardner:
Saf T Lok, Incorporated (the "Company") does not meet the
total assets
requirement of at least $2,000,000 for continued listing on
the Nasdaq
Stock Market. The Company's Form 10-Q of March 31, 1997
shows total
assets of $1,928,510. Staff also cited a possible capital
and surplus
deficiency based on the Company's loss rate <F1>. The
Company was also
requested to make all required filings under the Listing of
Additional
Shares Program. The Company was informed of three
deficiencies on May
30, 1997, and was given until June 16, 1997 to achieve
compliance.
In correspondence dated June 12, 1997, the Company states it
has met
compliance through the sale of common stock and submitted an
unaudited
balance sheet as of May 31, 1997 showing total assets of
$2,102,567.
Information provided on June 16, 1997, included footnotes
for the May 31,
1997 balance sheet , a copy of an agreement with Settondown
Capital
International Ltd. For a best efforts placement of
$1,500,000 convertible
debentures, and the Company's business plan which includes
long term
financial projections <F2>. An agreement with Alexander,
Wescott &
Company, Inc. To raise $2,000,000, through a best efforts
placement, for
a similar convertible security is being negotiated.
Under separate cover the Company submitted Notifications,
supporting
documentation and the applicable fees. Since April 1997,
the Company has
made three Regulation S placements. A further request form
this office
was made for the private placement memorandums and the names
of the
offshore investors.
After careful consideration, staff determined that an
extension to
achieve compliance would not be granted. Though the
submitted May 31,
1997, balance sheet indicates short term compliance, the
issue of
sustained compliance has not be adequately addressed. Staff
requested
that the Company file its internal numbers or disclose
fiscal numbers as
part of a Form 8-K, but that has not been done to date.
[FN]
<F1> Form 10-Q of March 31, 1997, shows capital and surplus
of $1,036,543.
The Company's monthly burn rate for the quarter was
$81,933/month.
<F2> The business plan projections assume a capital infusion
of $3,000,00
for 1997
[/FN]
<PAGE>
In order to maintain short term compliance the Company has
reduced its
burn rate by waiving salaries and paying for necessary
services through
stock issuance and using Regulation S placements to raise
capital. Since
December 1996, the Company has issued stock to officers of
the company
for cancellation of loans or in private placements in
offshore investors,
which have been sufficient to comply with listing
requirements. Stock
has also been the means to partially pay for the
manufacturing of the
product. Footnotes to the May 31, 1997 balance sheet
indicate that
management salaries have been waived for 1997. In
conversations with
staff, the Company noted there were difficulties in meeting
other routine
expenses, i.e. lease payments.
Staff notes the business plan projections provided by the
Company assume
a capital infusion of $3,000,000. The Company has a signed
agreement
with Settondown Capital International, Ltd. For a best
efforts private
placement with a maximum of $1,500,000 issued which the
Company expects
to close within 60 days. The offer is for convertible
debentures, which
may start to convert immediately after registration
statement is declared
effective, and may be completed converted with 120 days. An
agreement
with Alexander, Wescott & Company, Inc. To raise $2,000,000
through a
best efforts placement, for a similar convertible security
is being
negotiated. No documentation or time frame was provided by
the Company
for the agreement with Alexander, Wescott & Company, Inc.
There is no
assurance as to the receipt of adequate funding from the
above referenced
private placements to achieve long term compliance.
In light of the aforementioned concerns, the Company will
not be afforded
an extension of time in which to achieve compliance with the
continuing
listing requirements of The NASDAQ SmallCap Market,
effecting with the
close of business on Monday, July 7, 1997.
The Company is directed to the NASA Code of Procedures for
information
regarding a review of the staff's determination.
If you have any question Regarding the compliance issues
discussed above,
please contact me at (800) 955-8105.
Very truly yours,
Kit Milholland
Assistant Director
Nasdaq Listing Qualifications
