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UNITED STATES
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
Date of Report (Date of earliest event reported): May 21, 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 4. Changes in Registrant's Certifying Accountant.
On May 21, 2004, the Audit Committee of Liquidmetal Technologies, Inc.
(the "Registrant") appointed Stonefield Josephson, Inc.("Stonefield Josephson")
as the Registrant's independent auditors. A copy of the press release announcing
the engagement of Stonefield Josephson is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
During the two most recent fiscal years and through the date of this
Current Report on Form 8-K, the Registrant did not consult Stonefield Josephson
regarding (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that may
be rendered on the Registrant's financial statements, and neither a written
report nor oral advice was provided to the Registrant that Stonefield Josephson
concluded was an important factor considered by the Registrant in reaching a
decision as to any accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a
"reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9. Regulation FD Disclosure.
The following information is being furnished under Item 9 of Form 8-K: Press
release, dated May 24, 2004, by Liquidmetal Technologies, Inc. announcing a new
independent auditor and modified management structure.
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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: May 24, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated May 24, 2004, of Registrant.
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[GRAPHIC OMITTED]
LIQUIDMETAL
TECHNOLOGIES
News Release
FOR IMMEDIATE RELEASE
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CONTACT: John Nesbett/Dian Griesel David Townsend
The Investor Relations Group Liquidmetal Technologies
(212) 825-3210 (813) 314-0280
Liquidmetal Technologies Appoints New Independent Auditor;
Announces Modified Management Structure and New Board Member
LAKE FOREST, CA, May 24, 2004--- Liquidmetal(R) Technologies, Inc.
(NASDAQ: LQMTE) today announced the appointment of a new independent auditing
firm. The company also announced modifications to its management structure and
the election of a new Board member.
Appointment of New Accounting Firm
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The Audit Committee of the company's Board of Directors has appointed
Stonefield Josephson, Inc. as the company's independent auditor. Headquartered
in California, Stonefield Josephson is a 100-person certified public accounting
and business advisory firm founded in 1975 and serving public and privately held
clients throughout the United States and internationally. The firm was among the
nation's first accounting firms to be registered and approved by the Public
Company Accounting Oversight Board (PCAOB) and presently represents over 80
SEC-reporting public company clients. In addition, as a member of DFK
International, Inc., Stonefield Josephson provides global reach for its clients
through a network of international DFK-affiliated accounting, financial and
business advisory firms.
Management and Board Changes
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The company announced the following management and Board changes:
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o John Kang, Chairman, President and Chief Executive Officer, has
proposed to the Board of Directors that the company implement an
interim modified management structure for such period of time as
required to complete the company's audit with the new independent
audit firm and to resolve any outstanding issues related to Kang's
personal stock transaction with Growell Metal Co., Ltd.
Accordingly, Kang has advised the Board of his intention to resign
from the office of President and CEO upon the appointment of an
interim successor to these positions. The Board accepted Kang's
recommendation and has appointed a special committee of directors
to immediately begin a search for a qualified candidate to serve
as interim president and CEO.
o Vincent Addonisio has been elected to the company's Board of
Directors, replacing David Browne, who has stepped down from the
Board effective May 20, the date on which his Board term was
originally scheduled to end. Addonisio has also been elected to
serve as Lead Independent Director of the Board.
Addonisio, 49, is President and CEO of Regency Strategic Advisors,
Inc., a firm he founded to advise select corporate clients on
strategy, operational improvement, profit enhancement, business
development, and mergers and acquisitions. Previously, he served
as a director, executive vice president and chief administrative
officer for IMRglobal Corp., a company he helped guide through
initial and secondary public offerings, 50 percent annual revenue
growth, and worldwide expansion through 13 acquisitions before it
was acquired in 2001. Prior to joining IMRglobal, he was a
director, executive vice president and chief financial officer for
ABR Information Services, which he also helped lead through
initial and secondary public offerings, strategic acquisitions,
and growth in market capitalization from $40 million to over $1
billion. A CPA, Addonisio began his career with an international
accounting firm and subsequently joined W.R. Grace, where he held
positions of progressive
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management responsibility. He holds a BS degree in accounting,
with honors, from the State University of New York at Binghamton
and earned an MBA from Georgia Institute of Technology in Atlanta,
graduating summa cum laude.
As Lead Independent Director, Addonisio's responsibilities will
principally include working with the Board chairman in scheduling
Board meetings, preparing Board meeting agendas, establishing
Board policies and advising on Board committee composition;
assisting the Board, its Corporate Governance Committee and
officers of the company in ensuring implementation and compliance
with existing or future corporate governance policies and
guidelines; and generally ensuring the quality, quantity and
timeliness of information flow by the company to its independent
directors.
Commenting on the new audit firm appointment, Chairman Kang stated,
"Stonefield Josephson is a highly skilled, experienced accounting firm committed
to thoroughly but expeditiously completing the company's restatement process and
2003 audit. We look forward to those events, as they will allow management and
the Board to fully focus on the company's ongoing operating progress and growth
opportunities in 2004. As noted in our May 13 announcement, revenues for the
2004 first quarter ended March 31 will be within the range of previous guidance
of $3.5 to $4.0 million, before including an expected $2.5 million revenue
benefit related to the restatement. "
Commenting on the Board changes, Kang said, "Vincent Addonisio is an
excellent addition to the Board. He brings extensive leadership experience in
finance, operations and strategic planning with high-growth companies and is
moving quickly to deliver value to the Board during this challenging time for
the company. We also thank Dave Browne for his dedicated service. Due to other
significant business demands, Dave had previously advised the Board of his
intentions to step down in May, at the originally scheduled expiration of his
Board term. In honoring that commitment, we wish him much success in his
full-time business endeavors."
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Addonisio stated, "I am very pleased to join the Board and look forward
to helping management navigate the company through its current challenges and
onto more productive measures to build sustainable, long-term value for our
shareholders. Separating the positions of Chairman and CEO is clearly intended
to help the company focus on bringing the current audit process to a successful
conclusion, while also ensuring that operating improvements realized to date in
2004 maintain or gain momentum in the months ahead. The Board is dedicated to
expeditiously concluding the restatement and audit processes, as well as to
effectively aligning the management structure to order to provide appropriate
leadership in all areas of the company."
Nasdaq Notification of Late 10-Q Filing
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The company also reported it has received a notification letter from
The Nasdaq Stock Market acknowledging that, in addition to the previously
announced delinquency of its Form 10-K filing for the year ended December 31,
2003, the company is delinquent in filing its Form 10-Q for the three-month
period ended March 31, 2004 with the Securities and Exchange Commission and
Nasdaq, as required by Marketplace Rule 4310(c)(14). Both delinquencies will be
considered at the company's previously announced hearing before a Nasdaq Listing
Qualifications Panel on May 27. The company requested the hearing after
receiving a Nasdaq notice on April 28 of its potential delisting from the Nasdaq
National Market due to its delinquent 10-K filing. The company intends to
present a detailed plan to Nasdaq for achieving the requirements for continued
listing at the May 27 hearing.
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.
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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 statements. These risks and uncertainties
include: the ongoing restatement process 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; 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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