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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): July 14, 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
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 5. Other Events and Regulation FD Disclosure.
The following information is being reported under Item 5 of Form 8-K: Press
release, dated July 15, 2004, by Liquidmetal Technologies, Inc. (the "Company")
announcing the delisting of the Company's common stock from the Nasdaq National
Market.
Item 7. Financial Statements and Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this
Current Report on Form 8-K.
2
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: July 15, 2004
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated July 15, 2004.
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News Release
[Graphic Omitted]
LIQUIDMETAL
TECHNOLOGIES
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 to be Delisted from Nasdaq National Market
LAKE FOREST, CA, July 15, 2004---Liquidmetal Technologies, Inc.
(NASDAQ: LQMTE) was notified by the Nasdaq Listing Qualifications Panel, in a
letter dated July 14, 2004, that the Company's common stock will be delisted
from the Nasdaq National Market effective with the open of business on Friday,
July 16, 2004. Although the Company intends to appeal the Panel's determination
to the Nasdaq Listing and Hearing Review Council, the appeal will not stay the
delisting.
As previously disclosed, Liquidmetal was subject to delisting for its
failure to comply with Marketplace Rule 4310(c)(14) due to the company's
inability to file its Form 10-K for the fiscal year 2003 and Form 10-Q for the
first quarter of 2004.
Because the Company is not current in its periodic filings, its common
stock will not be immediately eligible to trade on the OTC Bulletin Board but
can be eligible for quotation on the OTC Pink Sheets. The Company will release
further timing and trading symbol information with regard to this when it
becomes available.
Liquidmetal intends to file the necessary Forms 10-K and 10-Q upon
completion of the ongoing audit and financial review by its independent
auditors, thereby regaining compliance in its periodic reporting requirements
under the Exchange Act of 1934. Regaining compliance may allow the Company's
shares to then be eligible for trading on the OTC Bulletin Board, until such
time as the Company once again meets the requirements for Nasdaq listing.
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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 statements. These risks and uncertainties
include: 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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