As filed with the Securities and Exchange Commission on November 14, 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): November 14, 2003
ACTRADE FINANCIAL TECHNOLOGIES LTD.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-18711 13-3437739
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
200 COTTONTAIL LANE, VANTAGE COURT SOUTH, SOMERSET, NJ 08873
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 868-3100
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Actrade Financial Technologies Ltd.
Monthly Operating Statement for the
period October 1, 2003 through October
31, 2003
99.2 Actrade Capital Inc. Monthly Operating
Statement for the period October 1, 2003
through October 31, 2003
ITEM 9. REGULATION FD DISCLOSURE.
On October 30, 2003, Actrade Financial Technologies Ltd. (the
"Company") and one of its direct U.S. subsidiaries, Actrade Capital Inc.
("Capital"), received approval from the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court") of their disclosure
statement which outlines the final liquidation plans of the Company and Capital
for a distribution of assets to creditors and shareholders. In addition, the
Bankruptcy Court set a plan confirmation hearing for December 15, 2003 at 11:00
a.m. As disclosed in the Company's Current Report on Form 8-K dated September
26, 2003, no assurance can be given that the chapter 11 plan will be accepted by
the creditors or equity holders of the Company and Capital or approved by the
Bankruptcy Court.
Separately, on November 14, 2003, the Company and Capital each filed a
monthly operating statement for the period October 1, 2003 through October 31,
2003 (together, the "Operating Reports") with the Bankruptcy Court. Copies of
the Operating Reports of the Company and Capital are filed as Exhibits 99.1 and
99.2 hereto and incorporated by reference herein.
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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 (the "Exchange Act"), 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 FINANCIAL AND OPERATING DATA
The Company cautions readers not to place undue reliance upon the
information contained in the Operating Reports. The Operating Reports contain
financial statements and other financial information that has not been audited
by independent accountants and may be subject to future revision, reconciliation
and adjustment. The Operating Reports are in a format prescribed by applicable
bankruptcy laws and should not be used for investment purposes. The Operating
Reports contain information for periods different from those required in the
Company's reports pursuant to the Exchange Act, and that information might not
be indicative of the Company's or Capital's financial condition or operating
results for the period that would be reflected in the Company's or Capital's
financial statements or in the Company's reports pursuant to the Exchange Act.
Results set forth in the Operating Reports should not be viewed as indicative of
future results.
In addition, it should be noted that (a) the Company has not completed
its financial statements as of or for the fiscal years ended June 30, 2002 or
June 30, 2003, or received its independent public accountants' report thereon or
filed with the Securities and Exchange Commission (the "SEC") its Annual Report
on Form 10-K for the years ended June 30, 2002 or June 30, 2003, (b) the
Company's independent public accountants, Deloitte & Touche LLP, suspended their
auditing work on the Company's financial statements for the fiscal year ended
June 30, 2002, (c) the Company has not completed its financial statements as of
and for the three months ended September 30, 2002, December 31, 2002, March 31,
2003 or September 30, 2003 or filed with the SEC its Quarterly Report on Form
10-Q for the quarters ended September 30, 2002, December 31, 2002, March 31,
2003 or September 30, 2003, and (d) as stated in the Company's December 12, 2002
press release (the "December 12 Release"), the Company's historical financial
statements and SEC filings should not, at this time, be relied upon.
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
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enforcement investigations, each as described in the Company's 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 SEC, including restatements of the Company's
financial statements; 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, including whether or not
the chapter 11 plan recently filed by the Company and Capital will be accepted
by the creditors and equity holders of the Company and Capital or approved by
the Bankruptcy Court; uncertainties regarding the Company's ability to collect
on all its outstanding collection matters; 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. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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/ John Fioretti
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Name: John Fioretti
Title: Chief Restructuring Officer
Dated: November 14, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Actrade Financial Technologies Ltd. Monthly Operating
Statement for the period October 1, 2003 through
October 31, 2003
99.2 Actrade Capital Inc. Monthly Operating Statement for
the period October 1, 2003 through October 31, 2003