As filed with the Securities and Exchange Commission on August 27, 2003
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): August 27, 2003
ACTRADE FINANCIAL TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 0-18711 13-3437739
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 563-1036
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ITEM 9.
REGULATION FD DISCLOSURE.
Actrade Financial Technologies Ltd. (the "Company") has hired
John Fioretti to serve as the Company's Chief Restructuring Officer. As
previously announced, the Company has ceased writing new business and will
shortly be conducting an auction sale of its operating assets. Accordingly, as
the Company moves to a new phase, Mr. Fioretti will replace the Company's Chief
Executive Officer, Richard McCormick, who will be leaving the Company and
transitioning his responsibilities to Mr. Fioretti over the coming weeks.
Mr. Fioretti has thirteen years of restructuring experience
acting as an interim crisis manager, financial advisor, and portfolio manager of
troubled debt. He has worked with both creditors and debtors in several
different industries, including finance, real estate, healthcare and
transportation as well as with various manufacturing, wholesale and service
companies. Mr. Fioretti has extensive experience with bankruptcy matters
(restructurings and liquidations) and out of court settlements.
Mr. Fioretti's prior employment also includes three years with
National Westminster Bank as a Vice President in its Special Loan & Real Estate
Division and five years with Marine Midland Bank as a middle market commercial
loan officer and completing its formal one-year credit training program. He
graduated from Lehigh University in 1986 with a B.S. in Accounting.
LIMITATION ON INCORPORATION BY REFERENCE
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 9 shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing. The information set forth in this Item 9 will not be deemed an admission
as to the materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this press release
constitutes forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995. Actual
results or events may differ materially from those indicated by such
forward-looking statements as a result of risks and uncertainties due to the
Company's pending litigation and ongoing internal evaluation and regulatory and
law enforcement investigations, each as described in the Company's recent press
releases, including the Company's December 12, 2002 and subsequent press
releases. Other factors that may cause results or events to differ materially
from those indicated by such forward-looking statements include, but are not
limited to: uncertainties regarding the
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possibility of restatements of documents previously filed by the Company with
the Securities and Exchange Commission (the "SEC"), including restatements of
the Company's financial statements; uncertainties regarding the ability of the
Company to finalize a pending settlement of the obligations of certain bankrupt
customers of the Company and the Taiwanese parent corporation of certain of
those customers, as well as the Company's claims under certain related surety
bonds, all as more fully described in the Company's Current Reports on Form 8-K
dated May 13, 2003 and June 24, 2002; additional facts found by the Company in
connection with the issues that are the subject of an internal evaluation;
uncertainties regarding the Company's Chapter 11 bankruptcy process;
uncertainties regarding the Company's ability to be successful in pursuing a
sale transaction, the Company's ability to find a qualified buyer, or that a
sale will actually increase creditor or stockholder value; uncertainties
regarding the Company's ability to collect on all its outstanding receivables as
they come due; and those factors discussed in the Company's Form 10-Q for the
quarter ending March 31, 2002, which is on file with the SEC. Additional risks
and uncertainties in connection with a sale transaction include, without
limitation, material contingencies provided for in a sale transaction, amendment
of the terms of, delay in implementation of or termination of any transaction
agreement and the Company's ability to retain key employees during the sale
transaction process. In addition, any forward-looking statements represent our
estimates only as of today and should not be relied upon as representing our
estimates as of any subsequent date. While we may elect to update
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so, even if our estimates change.
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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 hereunto duly authorized.
ACTRADE FINANCIAL TECHNOLOGIES LTD.
By: /s/ Richard McCormick
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Name: Richard McCormick
Title: Chief Executive Officer
Dated: August 27, 2003