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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
DATE OF REPORT: FEBRUARY 19, 1997
CENTENNIAL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-12912 04-2978400
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION
INCORPORATION) NO.)
<S> <C> <C>
37 MANNING ROAD 01821
BILLERICA, MASSACHUSETTS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(508) 670-0646
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
Centennial Technologies, Inc. (the "Company") will not be in a position
to file Form 10-Q for the Company's second fiscal quarter ended December 31,
1996 for the reason that an investigation which is seeking to verify the
financial information which would be included in the Form 10-Q is pending. The
Company is making every effort to assemble this information as quickly as
possible so that the Form 10-Q can be filed. See generally the press release
attached as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Press release of Centennial Technologies, Inc. dated February 18, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Centennial Technologies, Inc.
/s/ Lawrence J. Ramaekers
_______________________________________
Lawrence J. Ramaekers
Interim Chief Executive Officer
Dated: February 19, 1997
FOR IMMEDIATE RELEASE Contact: Cheryl Byrne
508.670.0646
CENTENNIAL ANNOUNCES
PRELIMINARY RESULTS OF SPECIAL REVIEW
Company Names Interim CEO, CFO
(BILLERICA, MA--February 18, 1997) -- Centennial Technologies, Inc.
(NYSE: CTN) announced today that based on the preliminary results of a
continuing special financial review being conducted by the Company and the
Company's independent public accountants, the Company expects that it will
restate its financial statements at least for fiscal 1996 (ending June 30,
1996) and the first quarter of fiscal 1997 (ending September 30, 1996) and
expects that it will revise previously announced results of the second quarter
of fiscal 1997 (ending December 31, 1996). The restatement is expected to be
material and to result in a loss for fiscal 1996 and the first and second
quarters of 1997. The Company's financial statements and announced earnings for
those periods should not be relied upon.
To date, the special review has focused primarily on year-end 1996 and
1997. Certain financial records of the Company appear to have been falsified
and may affect the ability to determine the accuracy of financial statements.
The Company's lender has informed the Company that it is in default of
covenants regarding the Company's revolving credit line. The lender has
indicated any further loans will be made at its discretion. If financing were
not to be available, the Company might not have sufficient liquidity to meet
its cash needs. The Company has agreed to provide its lender further
information regarding the Company.
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The Company understands that as many as 14 lawsuits have been filed
against it on behalf of purchasers of Company securities during varying time
periods, including August 21, 1996 through February 11, 1997. In addition, the
Securities and Exchange Commission has indicated that it is investigating the
Company.
New Senior Management
The Company also announced that it has hired an interim CEO and CFO.
Lawrence J. Ramaekers of Boca Raton, Florida, has assumed the post of Chief
Executive Officer and Eugene M. Bullis of West Newbury, Massachusetts has
become Chief Financial Officer.
Ramaekers is a principal of the Southfield, Michigan firm of Jay Alix &
Associates, a firm specializing in addressing financial and operating
challenges of high profile companies and guiding their return to corporate
health.
Ramaekers' most recent short-term positions include Vice Chairman of
Ryder Truck Rental Systems, Inc. (1996-1997), CEO/COO of Color Tile, Inc.
(1996), CEO of Family Restaurants, Inc. (1995), and President and COO of
National Car Rental System, Inc. (1993-1995). He has also been involved in
turnaround consulting assignments to the Boards of Directors of Wang
Laboratories, UNISYS, Norand and AM International.
Bullis is also affiliated with Jay Alix & Associates. His 30-year career
in finance and technology management includes serving as a partner in Ernst &
Young, in senior financial positions with Wang Laboratories, and as a financial
consultant with Eastman Kodak and NYNEX.
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