UNITED STATES
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): April 29, 2004
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 000-31332 20-0121262
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
25800 Commercentre Dr., Suite 100
Lake Forest, CA 92630
(Address of Principal Executive Offices; Zip Code)
Registrant's telephone number, including area code: (949) 206-8000
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LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 5. Other Events and Required FD Disclosure.
The following information is being furnished under Item 5 of Form 8-K: Press
release, dated April 29, 2004, by Liquidmetal Technologies, Inc. announcing
receipt of Nasdaq notice regarding potential delisting and recent filing of
shareholder lawsuit.
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Signature
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 thereunder duly authorized.
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ John Kang
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John Kang
Chairman, President, and Chief
Executive Officer
Date: April 30, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated April 29, 2004.
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LIQUIDMETAL
TECHNOLOGIES
News Release
FOR IMMEDIATE RELEASE
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CONTACT: David Townsend
Liquidmetal Technologies
(813) 314-0280
Liquidmetal Technologies Receives Nasdaq Notice of Potential Delisting,
Responds to Recent Filing of Shareholder Lawsuit
--Nasdaq National Market Trading to Continue During Listing Appeal Process--
LAKE FOREST, CA, April 29, 2004--- Liquidmetal(R) Technologies, Inc.
(NASDAQ: LQMT) announced that it received a Nasdaq Staff Determination on April
28, 2004 indicating that, because the company has not timely filed a Form 10-K
with the SEC for the period ended December 31, 2003 as required by Marketplace
Rule 4310(c)(14), its common stock is subject to delisting from the Nasdaq
National Market.
Under Nasdaq rules, the scheduled delisting is stayed pending the
outcome of a hearing before the Nasdaq Listing Qualifications Panel. The company
said it intends to request this hearing, which it expects will be held in
approximately four to six weeks. Pending a final decision by the Listing
Qualifications Panel, the company's stock will continue to trade on the Nasdaq
National Market.
Nasdaq's delisting determination would be remedied by the company's
filing of its Form 10-K. As previously reported by Liquidmetal Technologies, the
filing of its Form 10-K has been delayed by a review and analysis by the company
and its audit committee relating to an expected restatement of results for
certain prior year periods. The company said the restatement process is ongoing,
but reiterated that it intends to file the 10-K as quickly as possible.
--more--
(2)
Separately, the company announced that it has received notice that a
lawsuit was filed on April 26 in United States District Court, Middle District
of Florida, against the company and certain of its current and former officers
seeking unspecified damages on behalf of a purported class of purchasers of the
company's common stock. The complaint alleges violations of Section 10(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), Rule 10b-5 under the
Exchange Act and Section 20(a) of the Exchange Act in connection with the
dissemination of financial results and other information that allegedly had the
effect of artificially inflating the price of the company's common stock. The
proposed lead plaintiff named in the complaint reportedly purchased 25 shares of
the company's common stock on March 1, 2004. The company said it believes that
the allegations are without merit and intends to vigorously defend the
litigation.
About Liquidmetal Technologies, Inc.
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Liquidmetal Technologies, Inc. (www.liquidmetal.com) is the leading developer,
manufacturer, and marketer of products made from amorphous alloys. Amorphous
alloys are unique materials that are characterized by a random atomic structure,
in contrast to the crystalline atomic structure possessed by ordinary metals and
alloys. Bulk Liquidmetal(R) alloys are two to three times stronger than commonly
used titanium alloys, harder than tool steel, and relatively non-corrosive and
wear resistant. Bulk Liquidmetal alloys can also be molded into precision
net-shaped parts similar to plastics, resulting in intricate and sophisticated
engineered designs. Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling significant
improvements in products across a wide array of industries. The combination of a
super alloy's performance coupled with unique processing advantages positions
Liquidmetal alloys for what the company believes will be The Third RevolutionTM
in material science.
This press release may contain "forward-looking statements" that involve risks
and uncertainties, including statements regarding our anticipated financial
results, as well as our plans, future events, objectives, expectations,
forecasts, and the assumptions on which those statements are based. Any
statement in this press release that is not a statement of historical fact is a
forward-looking statement, and in some cases, words such as "believe,"
"estimate," "project," "expect," "intend," "may," "anticipate," "plans,"
"seeks," and similar expressions identify forward-looking statements. These
statements involve risks and uncertainties that could cause actual outcomes and
results to differ materially from the anticipated outcomes or result, and undue
reliance should not be placed on these
--more--
(3)
statements. These risks and uncertainties include: the ongoing audit committee
investigation and any further adjustments that may be part of the restatement;
the outcome of Nasdaq's staff determination and possible delisting of the
company's securities; the pending litigation against the company and its
potential outcome; our limited operating history in developing and manufacturing
products from bulk amorphous alloys; the adoption of our alloys by customers;
the commercial success of our customer's products; our ability to identify,
develop, and commercialize new applications for our alloys; competition with
suppliers of incumbent materials; the development of new materials that render
our alloys obsolete; the ability to manage our anticipated growth; our limited
direct experience in manufacturing bulk alloy products; scaling-up our
manufacturing facilities; protecting our intellectual property; problems
associated with manufacturing and selling our alloys outside of the United
States; and other risks and uncertainties discussed in filings made with the
Securities and Exchange Commission (including risks described in subsequent
reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal
Technologies disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
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