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UNITED STATES
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 ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 1999
RACOM SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of or other jurisdiction of incorporation)
000-21907
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(Commission File Number)
84-1182875
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(IRS Employer Identification No.)
6080 Greenwood Plaza Blvd., Greenwood Village, CO
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(Address of principal executive offices)
80111
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(Zip code)
303-771-2077
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(Telephone number, including area code)
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ITEM 5 -- OTHER EVENTS:
Racom Systems, Inc. issued the following press release announcing the
completion of a reverse split of the Company's common stock on the basis of
one share for each four and one-half shares outstanding. The Company's
stockholders have also authorized the issuance of up to 10 million shares of
preferred stock, $0.01 par value per share.
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FOR IMMEDIATE RELEASE
Contact: Marty Cohen Guy Murrel
Investor Relations Murrel Public Relations
972/771-6783 303/581-7760
RACOM SYSTEMS BOARD OF DIRECTORS AUTHORIZES REVERSE SPLIT;
ISSUANCE OF PREFERRED SHARES
SHAREHOLDER-APPROVED ACTIONS TO BE EFFECTIVE ON MARCH 1
DENVER, Colo., March 1, 1999 -- Racom Systems Inc. (NASDAQ: RCOMD), today
announced it has completed a reverse split of the Company's Common Stock on
the basis of one share for each four and one-half shares outstanding. In
addition, it has authorized the issuance of up to 10 million shares of
Preferred Stock, par value of $0.01 per share. Both proposals were approved
by shareholders at a Special Meeting held on January 29, 1999. Racom's
trading symbol is temporarily listed on NASDAQ as "RCOMD" to reflect the
recent split.
Racom's Board took the actions in attempt to increase the Company's Common
Stock market price and to assist it in securing additional financing. One of
several requirements of NASDAQ listing is to maintain a market price of at
least $1.00 per share. In recent months, Racom's Common Stock has been
trading at or below the $1.00 share minimum.
Regarding the reverse split, Racom will maintain 40 million shares of $.01
par value common stock authorized for issuance. Fractional shares resulting
from the reverse stock split will be rounded up to the next whole share. In
addition, the Company's option plans and outstanding warrants to purchase
Common Stock provide for the adjustment
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Racom's Board Authorizes Stock Split; Additional Shares
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of the number of shares into which each outstanding option is exercisable to
reflect the reverse stock split. The issuance of additional shares allows
Racom to: Issue from time to time shares of Preferred Stock in one or more
series; determine the number of shares to be included in any series; and, to
fix the designation, voting power, other powers, preferences and rights of
the shares of each series as well as any qualifications, limitations or
restrictions of the series.
"We believe these actions are in the best interest of the Company and its
shareholders," said Art Rancis, CEO of Racom Systems. "Continued listing of
our stock on NASDAQ's SmallCap Market and having a flexible capital structure
is necessary for our continued growth and success at this time."
ABOUT RACOM SYSTEMS INC.
Racom Systems Inc., headquartered in Denver, Colorado, develops and markets
RF-based technologies that automate transactions for electronic commerce,
information technology, physical and logical access control and industrial
automation. Racom's solutions provide secure, convenient and personalized
access to money, information, property and services. For further information
about Racom, its technology and products, contact Racom Systems at its Web
address, http://www.racom.com, by telephone at (303) 771-2077, or by fax at
(303) 771-4708.
# # #
This news release contains forward-looking statements. There can be no
assurance that actual results will not differ from the Company's
expectations. Factors that could cause materially different results include,
among others, uncertainties related to the information of the Company's new
products and services, the successful completion and integration of
acquisitions, and possible negative economic or competitive conditions. Other
factors could also cause actual results to vary materially from the future
results covered in such forward-looking statements.
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.
RACOM SYSTEMS, INC.
By: /S/ Arthur B. Rancis
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Arthur B. Rancis
President, CEO and CFO
Date: March 1, 1999
