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 (Date of earliest event reported): February 11, 1999
BROADBAND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-21766 56-1615990
(Commission File Number) (IRS Employer Identification No.)
4024 Stirrup Creek Drive
P.O. Box 13737
Durham, North Carolina 27709-3737
(Address of principal executive offices) (Zip Code)
(919) 544-0015
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
The Exhibit Index appears on Page 3 of this report.
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Item 5. Other Events.
On February 11, 1999, the Registrant issued a press release that discloses
that (i) NASDAQ removed the Registrant on February 11, 1999, from the NASDAQ
National Market due to the Registrant's inability to meet the continued listing
requirements of the NASDAQ National Market, and (ii) the Registrant's Common
Stock will trade on the OTC Bulletin Board, an electronic quotation service. A
copy of the press release is filed as Exhibit 99.1 hereto, which is incorporated
herein by reference.
Statements contained in this Current Report which are not historical in
nature are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, without limitation, those relating to the Registrant's negotiations
with the holders of certain debentures issued by the Registrant, the sufficiency
of the Registrant's financial resources, the Registrant's ability to achieve its
business plans and future product development. Such forward-looking statements
involve certain risks and uncertainties that could cause actual results to
differ materially from the anticipated results. These risks and uncertainties
include the possible failure to develop and implement the Registrant's plan and
possible failure to negotiate the restructuring of such debentures and other
factors as may be identified from time to time in the Registrant's filings with
the Securities and Exchange Commission or in the Registrant's press releases.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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99.1 Press Release of the Registrant, dated February 11, 1999.
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, thereunto duly authorized.
BROADBAND TECHNOLOGIES, INC.
By: /s/ David Orr
-------------------------
Name: President
Dated: February 12, 1999
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press Release of the Registrant, dated February 11, 1999. 4
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Contact: Jean C. Hines
(919) 405-4741
Nasdaq Delists BroadBand Shares
Research Triangle Park, N.C.--(February 11, 1999)--BroadBand Technologies, Inc.
today said that Nasdaq affirmed a decision to delist the company's shares.
BroadBand will be traded on the OTC Bulletin Board, an electronic quotation
service.
The decision came several days after the company requested additional time to
negotiate with its principal bondholder, Loomis Sayles & Company. BroadBand and
its financial advisor, CBIC Oppenheimer, had been negotiating with Loomis to
restructure the company's 5% convertible debentures due in May 2001. Although
the negotiations continue, the parties have been unable to reach agreement on
significant issues that affect shareholder value. BroadBand and its advisors
were also concerned that the bondholder would not allow the company sufficient
flexibility to implement its business plan.
Nasdaq asked the company for additional information to evaluate the request and
said that a decision would be made by February 12, 1999. Today, Nasdaq notified
BroadBand that its securities were being delisted at the close of business.
"We are disappointed by this action but it will not interrupt implementation of
our previously announced plans," stated David E. Orr, Broadband's chief
executive officer. "We believe our relations with our business partners are
strong, our financial resources are sufficient to fund our business plan and we
continue to make excellent progress in building our new access product. Now that
this matter is behind us, we can direct all our efforts toward activities that
create shareholder value," he said.
Founded in 1988, BroadBand Technologies, Inc. is a communications equipment
company that manufactures and markets integrated network access platforms for
the telecommunications industry. The company is headquartered in Research
Triangle Park, N.C.
This release contains forward-looking statements about the company's
performance, product development progress and future expenses. The company's
Form 10K, Form 10Qs and other documents on file with the Securities and Exchange
Commission identify important factors which could cause actual results to differ
materially from those indicated by forward-looking statements. However,
forward-looking statements are beyond the ability of the company to control and
in many cases the company cannot predict all factors that would cause actual
results to differ materially from those indicated by the forward-looking
statements.
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