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): October 5, 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)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On October 5, 1999, the securities of Smith-Midland Corporation (the
"Company") were delisted from trading on the Nasdaq SmallCap Market. Reference
is made to the Press Release of the Company, dated October 6, 1999, in
connection with such delisting, which Press Release is incorporated herein by
reference.
<PAGE>
Item 7. Exhibits.
(c) Exhibits.
Listed below is the exhibit to this Current Report on Form 8-K.
Exhibit
Number Description
------ -----------
99 Press Release of the Registrant, dated October 6, 1999.
<PAGE>
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: October 7, 1999
SMITH-MIDLAND CORPORATION
By: /s/ Rodney I. Smith
-------------------------------------------
Rodney I. Smith, President, Chief Executive
Officer, and Chairman of the Board
(Principal Executive Officer)
<PAGE>
SMITH-MIDLAND CORPORATION
Form 8-K
Exhibit Index
Exhibit
Number Description
- ------ -----------
99 Press Release of the Registrant, dated October 6, 1999.
Exhibit 99
Smith-Midland Corporation
Route 28, P.O. Box 300
Midland, Virginia 22728
FOR IMMEDIATE RELEASE
From: Smith-Midland Corporation
5119 Catlett Road
Midland, Virginia 22728
Contact: Rodney I. Smith, President
Theodore D. Pennington, CFO
(540) 439-3266
Website: www.smithmid.com
SMITH-MIDLAND CORPORATION LISTED ON OTC BULLETIN BOARD
Midland, Virginia, October 6, 1999 - Smith-Midland Corporation (OTC BB: SMID,
SMIDW) announced today that the Company's common stock will be listed on The
OTC-Bulletin Board effective immediately. The Company's trading symbol for the
Common Stock on the OTC-Bulletin Board will be SMID and the symbol for the
Company's publicly traded Redeemable Warrants will be SMIDW. The Company had
been listed on The Nasdaq SmallCap Market , but the price of the common stock
continually fell below Nasdaqs' minimum bid price requirements.
While Smith-Midland Corporation failed to meet Nasdaq's minimum bid price and
net tangible assets requirements as of March 31, 1999, the Company was granted a
temporary exception from these standards subject to Smith-Midland meeting
certain conditions on or before each of August 16th, August 20th, September 30th
and October 15th, 1999. The Company met all other terms of the exception to
date, but did not meet the minimum bid price requirements specified by Nasdaq.
This announcement contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors which might cause
such a difference include, but are not limited to, product demand, the impact of
competitive products and pricing, capacity and supply constraints or
difficulties, general business and economic conditions, the effect of the
Company's accounting policies and other risks detailed in the Company's Annual
Report on Form 10-KSB and in other filings with the Securities and Exchange
Commission.
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