SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 7, 1999
SMITH-MIDLAND CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-13752 54-1727060
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
Route 28, P.O. Box 300, Midland, Virginia 22728
(Address of principal executive offices) (Zip Code)
(540) 439-3266
(Registrant's telephone number, including area code)
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Statements contained in this Current Report on Form 8-K that are not based
upon historical fact are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward- looking statements
included in this Form 8-K involve known and unknown risks, uncertainties and
other factors which could cause actual results, performance (financial or
operating) or achievements expressed or implied by such forward looking
statements not to occur or be realized. Such forward looking statements
generally are based upon the best estimates by Smith-Midland Corporation (the
"Company") of future results, performance or achievement, based upon current
conditions and the most recent results of operations. Forward-looking statements
may be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "believe," "estimate," "anticipate," "continue," or similar
terms, variations of those terms or the negative of those terms.
Item 5. Other Events.
On January 7, 1999, the Company announced that the Board of Directors has
approved the filing of a Registration Statement with respect to the shares of
Common Stock underlying its publicly-traded Warrants. The Company anticipates
that once the Registration Statement is effective, it will reduce the exercise
price of the publicly-traded Warrants from $4.00 per share to $.60 per share.
The offering of the Common Stock will be made only by means of a prospectus. The
expiration date of the Warrants is December 12, 2000.
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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.
Dated: January 13, 1999
SMITH-MIDLAND CORPORATION
By: /s/Theodore D. Pennington
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Theodore D. Pennington
Vice President, Finance and
Chief Financial Officer
