SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 13, 1999
SYMBOLLON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-22872 36-3463683
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(State or other jurisdiction (Commission (I.R.S. Employer Identification No.)
of incorporation) File Number)
37 Loring Drive, Framingham, Massachusetts 01702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(508) 620-7676
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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Following an oral hearing on August 12, 1999 before the Nasdaq
Listing Qualifications Panel (the "Panel") in connection with Symbollon
Corporation's (the "Company") potential delisting from The Nasdaq SmallCap
Market due to the Company's failure, as of June 30, 1999, to meet the applicable
listing requirement stipulating $2,000,000 in net tangible assets, the Company
received a letter from Nasdaq on September 23, 1999 (the "Nasdaq
Correspondence").
The Nasdaq Correspondence confirmed that the Panel has
determined to continue listing the Company's securities on The Nasdaq SmallCap
Market provided the Company complies with the following exception: it makes a
public filing with the Securities and Exchange Commission (the "SEC") and
Nasdaq, on or before October 15, 1999, evidencing a minimum of $2,700,000 in net
tangible assets. The filing must contain an August 31, 1999 balance sheet with
pro forma adjustments for any significant events or transactions occurring on or
before the filing date. In order to fully comply with the terms of the Nasdaq
exception, the Company must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap Market. However, in
the event the Company fails to meet any of the terms of the Panel's exception
and is delisted from The Nasdaq SmallCap Market, the Company's securities may be
eligible for listing in the OTC-Bulletin Board.
In accordance with the Nasdaq Correspondence, the Company has
prepared a balance sheet as of August 31, 1999, including pro forma adjustments
for any significant events or transactions occurring on or before the filing
date since August 31, 1999, which is attached as Exhibit 99.1. The information
presented on the attached August 31, 1999 balance sheet has not been audited by
independent accountants, but includes all adjustments (consisting of normal
recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the August 31, 1999 balance sheet. This information is
provided solely for the purpose of complying with the requirements delineated by
Nasdaq pursuant to the exception recently granted to the Company.
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Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. The balance sheet presented herein
should be read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998 and the quarterly reports on Form 10-QSB for the quarters
ended March 31, 1999 and June 30, 1999.
The Company believes that it is in compliance on the date
hereof with all listing requirements for the continued listing on The Nasdaq
SmallCap Market.
Statements herein that are not historical facts or that
express the beliefs and expectations of management regarding future events or
performance are forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Those statements are subject to risks
and uncertainties that could cause actual results or events in future periods to
differ materially from those anticipated or forecasted. Those risks and
uncertainties are detailed from time to time in the Company's filings with the
SEC.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
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99.1 August 31, 1999 Condensed Balance Sheet of the Company
including pro forma adjustments for subsequent financing.
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SIGNATURE
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.
October 13, 1999 SYMBOLLON CORPORATION
By: /s/ Paul C. Desjourdy
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Paul C. Desjourdy
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 August 31, 1999 Condensed Balance Sheet of the
Company including pro forma adjustments for
subsequent financing.
Exhibit 99.1
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SYMBOLLON CORPORATION
(a development stage company)
CONDENSED BALANCE SHEET WITH PRO FORMA ADJUSTMENTS
(unaudited)
ASSETS
<TABLE>
<CAPTION>
Pro Forma
as of
August 31, Pro Forma August 31,
1999 Adjustments (a) 1999
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<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................................... $2,160,671 $687,689 $2,848,360
Restricted cash............................................................. 154,338 154,338
Accounts receivable......................................................... 201,534 201,534
Inventory................................................................... 83,995 83,995
Prepaid expenses............................................................ 14,208 14,208
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Total current assets.................................................... $2,614,746 $687,689 $3,302,435
Equipment and leasehold improvements, net of
accumulated depreciation and amortization...................................... 103,033 103,033
Other assets:
Patent and trademark cost, net of accumulated amortization.................. 218,355 218,355
Deposit..................................................................... 2,364 2,364
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TOTAL................................................................... $2,938,498 $687,689 $3,626,187
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LIABILITIES
Current liabilities:
Accounts payable............................................................ $178,824 $178,824
Accrued expenses............................................................ 304,037 304,037
Other current liabilities................................................... 1,450 1,450
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Total current liabilities............................................... 484,311 484,311
Redeemable common stock, Class A, par value $.001 per share,
93,333 shares issued at August 31, 1999 and on a pro forma basis,
respectively (aggregate involuntary liquidation value $175,000)................ 175,000 175,000
STOCKHOLDERS' EQUITY
Preferred stock, par value $.001 per share, 5,000,000 shares
authorized, none issued........................................................
Common stock, Class A, par value $.001 per share,
18,750,000 shares authorized, 3,806,048 and 4,221,783 shares issued at
August 31, 1999 and on a pro forma basis, respectively......................... 3,495 416 3,911
Convertible Common stock, Class B, par value $.001 per share,
1,250,000 shares authorized, 15,738 shares issued.............................. 16 16
Additional paid-in capital...................................................... 8,244,174 687,273 8,931,447
Deficit accumulated during the development stage................................ (5,968,498) (5,968,498)
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Total stockholders' equity.................................................. 2,279,187 687,689 2,966,876
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TOTAL....................................................................... $2,938,498 $687,689 $3,626,187
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(a) Adjustments give effect to the sales proceeds (net of placement agent's commissions) from the sale of 415,735 units
(the "Units"), each Unit consisting of one share of Class A Common Stock and one redeemable warrant, which occurred from
September 1, 1999 to the filing date hereof.
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