As filed with the Securities and Exchange Commission on July 9, 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): July 9, 2003
ACTRADE FINANCIAL TECHNOLOGIES LTD.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-18711 13-3437739
-------- ------- ----------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 563-1036
--------------
2
ITEM 9.
REGULATION FD DISCLOSURE.
Actrade Financial Technologies Ltd. ("Actrade" or the
"Company") announced today that it has learned that Terry Manufacturing Company,
Inc. ("Terry"), a significant customer in its trade acceptance draft ("TAD")
program, filed a voluntary petition for relief under chapter 11 of title 11 of
the United States Code, 11 U.S.C. ss.ss. 101 ET SEQ. on July 7, 2003. The
aggregate principal amount due to Actrade under Terry's outstanding TADs as of
the date hereof is $1,452,266.98. Actrade cannot, at this time, estimate the
amount, if any, it will recover in respect of the Terry TADs described above.
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 possibility of restatements of documents
previously filed by the Company with the United States 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;
3
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.
4
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
---------------------------------------
Name: Richard McCormick
Title: Chief Executive Officer
Dated: July 9, 2003