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
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Date of Report (Date of earliest event reported): June 30, 2000
TECHNICAL CHEMICALS AND PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
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<CAPTION>
Florida 0-25406 65-0308922
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
3341 S.W. 15th Street
Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: 954/979-0400
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Possible Delisting of Common Stock.
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The Company has received correspondence from the Nasdaq National Market
bringing to the Company's attention a concern regarding the continued listing of
the Company's common stock on that market. The Company's stock may be delisted
from trading on or about September 28, 2000 if the minimum bid price of the
Company's common stock does not equal or exceed $1.00 for a minimum of ten
consecutive trading days. As disclosed earlier this year, the Nasdaq National
Market previously allowed the Company's common stock to remain listed on that
market after the Company required compliance with listing requirements. In light
of this, there can be no assurance that, even if the price of the Company's
common stock increases above $1.00 for a minimum of ten days, that the Nasdaq
National Market will not delist the Company's common stock. If the Company's
stock does not satisfy listing requirements before then, the Company may attempt
to seek review of the Nasdaq National Market's decision to delist its stock, or
may apply for quotation of its common stock on the Nasdaq SmallCap Market or any
other organized market on which the shares may be eligible for trading. There
can be no assurance that the Company's common stock will satisfy the
requirements for listing on either the Nasdaq National Market or SmallCap
Market, or that either market will approve listing after reviewing any
application submitted by the Company.
Delisting of the Company's common stock may have an adverse impact on
the market price and liquidity of the Company's securities, and may subject the
Company's stock to the "penny stock rules" contained in Section 15(g) of the
Securities Exchange Act of 1934 and the rules promulgated thereunder. In
addition, the Company's amended Articles of Incorporation provide that, in the
event of ten days consecutive failure of the Company's common stock to be listed
for trading on the Nasdaq National Market or the Nasdaq SmallCap Market, the
holders of the Company's Series A Preferred Stock may claim the option to
require the Company to repurchase their shares. If such a redemption is validly
exercised and the purchase price for the shares is not paid within five business
days of notice of nonpayment, the Series A holders at their option may claim the
right, in lieu of receiving the mandatory redemption amount, to require the
Company to issue a number of shares of common stock equal to the mandatory
redemption amount divided by the conversion price then in effect for the Series
A shares. If the holders of the Series A shares become entitled to exercise
mandatory redemption and ultimately exercise that right, such redemption could
have a material and adverse impact on the Company's liquidity and financial
position, including its ability to continue research and development and
commercialization efforts, or, if the holders claim the right to receive shares
in lieu of the mandatory redemption amount, could result in the issuance of a
significant number of shares of common stock and dilution of the existing common
shareholders. The potential adverse impact of such a redemption can not be
quantified at this time as the aggregate mandatory redemption amount (or the
number of shares of common stock to be issued in lieu of the mandatory
redemption amount) would be based on the number of Series A shares outstanding
and the market price of the Company's common stock at the time that the shares
are redeemed. See the Company's Form 8-K dated May 21, 1998 for the terms of the
Company's Series A shares.
In addition, the Company's Investment Agreement with Swartz Private
Equity LLC ("Swartz") provides that the right of the Company to deliver a put
notice and the obligation of Swartz to purchase put shares is conditioned on the
Company's common stock being listed for and trading on the Nasdaq National
Market, the Nasdaq SmallCap Market, the O.T.C. Bulletin Board, the American
Stock Exchange, or the New York Stock Exchange. The Company believes it would be
eligible for listing on the O.T.C. Bulletin Board. In the event that the
Company's common stock is delisted from the Nasdaq National Market, there can be
no assurance that the Company will be able to list its shares for trading on any
of the alternative markets provided for in the Swartz Investment Agreement. In
that event, the Company may be unable to put shares to Swartz to raise capital
(and may be required to make non-usage payments to Swartz), which is likely to
have a material adverse impact on the Company's liquidity and financial
position, including its ability to continue reserch and development and
commercialization efforts. See the exhbits to the Company's Form 10-Q for the
quarter ended March 31, 2000.
See also "Financial Statements" and "Management's Discussion and
Analysis" in the Company's most recent Form 10-K and Form 10-Q filed with the
U.S. Securities and Exchange Commission.
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This Form 8-K contains "forward-looking information" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.
Statements regarding future prospects, business plans and strategies,
future revenues and revenue sources, outcome or effects of pending litigation,
future liquidity and capital resources, the possibility and effect of any
delisting of the Company's common stock, effect on the Company and Company's
liquidity should the holders of the Company's Series A Preferred Stock claim the
option to require the Company to repurchase their shares in the event of a
delsiting of the Company's common stock, the possibility of additional equity
investments, mergers, acquisitions or other strategic transactions, as well as
other statements contained in this report that address activities, events or
developments that the Company expects, believes or anticipates will or may occur
in the future, and similar statements are forward-looking statements. These
statements are based upon assumptions and analyses made by the Company in light
of current conditions, future developments and other factors the Company
believes are appropriate in the circumstances, or information obtained from
third parties and are subject to a number of assumptions, risks and
uncertainties. Readers are cautioned that forward-looking statements are not
guarantees of future performance or the Company's success in litigation and that
actual results might differ materially from those suggested or projected in the
forward-looking statements. Factors that may cause actual future events to
differ from those predicted or assumed include, but are not limited to: risks
associated with the Company's ability to successfully develop and market new
products on a profitable basis or at all; future advances in technologies and
medicine; risks related to the early stage of the Company's existence and its
products' development; the Company's ability to execute its business plans; the
Company's dependence on outside parties such as its key customers, suppliers,
licensing and alliance partners; competition from major pharmaceutical, medical
and diagnostic companies; risks and expense of government regulation and effects
of changes in regulation (including risks associated with obtaining requisite
governmental approvals for the Company's products); the limited experience of
the Company in manufacturing and marketing products; uncertainties connected
with, product liability exposure and insurance; risks associated with domestic
and international growth and expansion; risks associated with international
operations (including risk associated with international economies, currencies
and business conditions); risks associated with obtaining patents and other
protections of intellectual property; risks associated with uncertainty of
litigation and appeals; risks associated with the Company's stock price and
ability of shareholders to trade their stock readily on an organized market; the
Company's limited cash reserves and sources of liquidity; uncertainties in
availability of expansion capital in the future and other risks associated with
capital markets, as well as those listed in the Company's other press releases
and in its other filings with the Securities and Exchange Commission.
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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, thereunto duly authorized.
Dated: June 30, 2000 TECHNICAL CHEMICALS & PRODUCTS, INC.
By: /s/ Walter V. Usinowicz, Jr.
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Walter V. Usinowicz, Jr.
Vice President of Finance and Chief Financial
Officer (Chief Accounting Officer)
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