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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Date of earliest event reported) JULY 20, 1999
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CENTENNIAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12912 04-2978400
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.
7 LOPEZ ROAD, WILMINGTON, MASSACHUSETTS 01887
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (978) 988-8848
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ITEM 5. OTHER EVENTS.
On July 20, 1999, the stockholders of Centennial Technologies, Inc.
(the "Company") approved an amendment to the Company's Certificaate of
Incorporation effecting a one-for-eight reverse split of the Company's common
stock. The Company plans to cuase this reverse split to become effective as of
the opening of the OTC Bulletin Board on Friday, July 23, 1999. A copy of the
Company's press release dated July 20, 1999 announcing the approval of the
reverse split is attached as Exhibit 99.1 and is incorporated herein by this
reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
EXHIBIT NO. EXHIBIT
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99.1 Press Release, dated July 30, 1999.
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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.
Date: July 20, 1999 CENTENNIAL TECHNOLOGIES, INC.
By: /s/ L. MICHAEL HONE
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L. Michael Hone
President and Chief Executive Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Donald R. Peck
(978) 988-8848
CENTENNIAL SHAREHOLDERS APPROVE REVERSE STOCK SPLIT,
REELECT BOARD OF DIRECTORS
COMPANY PREPARES TO FILE APPLICATION FOR NASDAQ NATIONAL MARKET SYSTEM LISTING
BOSTON, MASSACHUSETTS -- JULY 20, 1999 At their Annual Meeting held today,
the shareholders of CENTENNIAL TECHNOLOGIES, INC. (OTC: CENL) approved the
Company's proposal for a one-for-eight reverse split of the Company's Common
Stock, which is intended to enhance the prospects of the stock being listed
on an organized exchange. The Company plans to cause this reverse split to
become effective as of the market's opening on Friday, July 23, 1999.
Thereafter, the Company plans to file its application for listing the
Company's stock on the NASDAQ National Market System.
Centennial's shareholders also reelected the Company's entire Board of Directors
for another one-year term at the Annual Meeting.
"Centennial has passed another important milestone with the approval of the
reverse stock split proposal, and we appreciate the confidence our investors
have shown in the Company by their support," said Centennial's Board Chairman,
William J. Shea. "By positioning the Company to apply for listing on the NASDAQ
National Market System, our shareholders have given us the opportunity to
strengthen the Company's value through greater share liquidity and improved
prospects of analyst coverage, which we hope will make our stock more attractive
to institutional investors. Our challenge now is to seize these opportunities
for the benefit of our Company and our shareholders."
Centennial's shareholders will be notified by the Company's Transfer Agent,
American Securities Transfer and Trust, Inc., regarding the process for
exchanging their share certificates in light of the reverse stock split.
Fractional shares resulting from the reverse stock split will be settled in
cash.
This press release contains forward-looking statements. The matters expressed in
such statements are subject to numerous risks and uncertainties, including,
without limitation, the approval of the Company's application to list its stock
on NASDAQ National Market System, the ability of the Company to attract
investment by institutional investors, the ability of the Company to garner
reporting coverage by securities analysts, and other risks identified in filings
made by Centennial Technologies, Inc. with the Securities and Exchange
Commission (the "Commission") including the risks set forth in Centennial's Form
10-K filed with the Commission on June 4, 1999 under the heading "Risk
Factors."
Centennial Technologies, Inc. provides custom and industry standard PC Cards for
original equipment manufacturers. Centennial is a global leader in the
integration of patented and proprietary technology into application specific
cards for commercial, industrial and military markets. The Company's
headquarters and
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ISO 9001 certified engineering and manufacturing facility is
located in the Boston, Massachusetts area, with sales and services offices in
California, North Carolina, Indiana and Pennsylvania. The Company's
international sales and service operations are headquartered in the United
Kingdom. More information about Centennial can be obtained on the Company's
website at http://www.cent-tech.com.
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