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): February 28, 2002.
5B TECHNOLOGIES CORPORATION
DELAWARE 000-27190 11-3529387
(State or Other Jurisdiction of Commission file number (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 SUNNYSIDE BOULEVARD 11797
WOODBURY, NEW YORK (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (516) 677-6100
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER ITEMS.
DETERIORATION OF FINANCIAL CONDITION
Consistent with the difficult market conditions encountered by
technology companies during the past year and the financial results reported by
5B Technologies Corporation (the "Company") for the quarter ended September 30,
2001, the Company anticipates that, when filed, its financial statements for the
fiscal year ended December 31, 2001 (the "2001 Statements") will reflect a
substantial deterioration in the Company's operating results and financial
condition. The Company anticipates that the 2001 Statements will reflect a
substantial decrease in revenue and increase in net loss as compared to the year
ended December 31, 2000. As a result, the Company is experiencing severe
liquidity problems and expects the situation to continue in the coming year. In
addition, the Company expects any audit report received in connection with the
2001 Statements to include a statement to the effect that there is substantial
doubt as to the Company's ability to continue as a going concern. While
management is pursuing various options, there can be no assurance the Company
will be able to obtain the capital required to meet its liquidity requirements.
NASDAQ LISTING REQUIREMENTS
By letter dated February 27, 2002, Nasdaq advised the Company of the
determination of the Nasdaq Listing Qualifications Panel to continue the
Company's exception to the listing requirements subject to specified conditions.
These conditions include the filing by the Company, on or before the filing
deadline, of its Annual Report of Form 10-K for Fiscal 2001, which Annual Report
must evidence compliance with Nasdaq's shareholders' equity/market
capitalization/net income requirement. The Company expects the 2001 Statements,
when filed, will not reflect continued compliance with this requirement. As a
result the Company anticipates being delisted by Nasdaq.
MANAGEMENT CHANGES
On February 28, 2002, the Company terminated the employment of Steven
A. Schneider, the chief operating officer of the Company.
On March 28, 2002, Gary Rubin, a director of the Company and the
Chairman of the Company's Audit Committee, resigned.
On April 1, 2002, the Company's Chief Executive Officer, Glenn Nortman,
resigned.
On April 1, 2002, the Company hired George Paganis as its Interim Chief
Executive Officer. Prior to joining the Company, Mr. Paganis was a senior
manager with Deloitte Consulting LLC of Parsippany, New Jersey.
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: April 12, 2002
5B TECHNOLOGIES CORPORATION
By: /s/ George V. Paganis
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Name: George V. Paganis
Title: Interim Chief Executive Officer