SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): January 18, 2001
___________________
Fechtor, Detwiler, Mitchell & Co.
(Exact name of registrant as specified in charter)
Delaware 0-12926 95-2627415
(State of other jurisdiction (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
225 Franklin Street, 20th Floor, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-451-0100
ITEM 5. OTHER EVENTS
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On January 18, 2001, the Company announced that it has received
notice from Nasdaq that the Company's common stock will be listed
on The Nasdaq SmallCap Market ("SCM") pursuant to an exception to
the bid price requirement effective January 19, 2001 and, unless
extended, ending no later than April 11, 2001. For the duration
of the exception period, the Company's Nasdaq symbol will be
FEDMC. As previously reported, the Company had been informed by
Nasdaq that it may no longer meet continued listing requirements
on the SCM.
The Company had a hearing with the Nasdaq Listing
Qualifications Panel on December 19, 2000. The hearing panel, in
a notice received by the Company, stated that "the Company
presented a definitive plan that should enable it to evidence
compliance with all requirements for listing on The Nasdaq
SmallCap Market within a reasonable period of time and to sustain
compliance with those requirements over the long term."
On or before March 28, 2001, the Company must demonstrate a
closing bid price of at least $1.00 per share; thereafter, the
Company's closing bid price must meet or exceed $1.00 per share
for a minimum of ten consecutive trading days. In the event the
Company is deemed to have met the terms of the exception, its
common stock will continue to be listed on the SCM and the symbol
will be returned to FEDM.
The Company also announced that it would seek stockholder
approval at the March 26, 2001 Annual Meeting of stockholders to
effect a one-for-four reverse split of its common stock. If
approved by stockholders, approximately 2.6 million common shares
will be outstanding. The Company believes a reverse split will
initially result in an increase of the bid price for the
Company's common stock to over $1.00 per share. However, there
can be no assurance that the bid price for the common stock would
increase to over $1.00 per share or remain at $1.00 per share for
the required period or that the Company would otherwise be able
to maintain listing on the SCM.
A copy of the press release concerning this announcement
is attached to this Report as Exhibit 28.1 and is hereby incorporated
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
The following exhibit is filed herewith:
28.1 Press Release dated January 18, 2001
announcing exception and reverse split.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
FECHTOR, DETWILER, MITCHELL & CO.
Dated: January 19, 2001 By: /s/ Robert E. Jeffords
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Robert E. Jeffords
Assistant Secretary
Page 2 of 2
EXHIBIT 28.1
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NEWS RELEASE FEDM
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FECHTOR, DETWILER, MITCHELL & CO. ANNOUNCES
EXCEPTION TO NASDAQ SMALLCAP MARKET LISTING REQUIREMENTS
BOSTON, MA - (January 18, 2001) - Fechtor, Detwiler, Mitchell & Co.
(NASDAQ: FEDM; PCX: FDE) today announced that it has received notice
from Nasdaq that the Company's common stock will be listed on The
Nasdaq SmallCap Market ("SCM") pursuant to an exception to the bid
price requirement effective January 19, 2001 and, unless extended,
ending no later than April 11, 2001. For the duration of the
exception period, the Company's Nasdaq symbol will be FEDMC. As
previously reported, the Company had been informed by Nasdaq that it
may no longer meet continued listing requirements on the SCM.
The Company had a hearing with the Nasdaq Listing Qualifications
Panel on December 19, 2000. The hearing panel, in a notice received
by the Company, stated that "the Company presented a definitive plan
that should enable it to evidence compliance with all requirements for
listing on The Nasdaq SmallCap Market within a reasonable period of
time and to sustain compliance with those requirements over the long
term."
On or before March 28, 2001, the Company must demonstrate a
closing bid price of at least $1.00 per share; thereafter, the
Company's closing bid price must meet or exceed $1.00 per share for a
minimum of ten consecutive trading days. In the event the Company is
deemed to have met the terms of the exception, its common stock will
continue to be listed on the SCM and the symbol will be returned to
FEDM.
The Company also announced that it would seek stockholder
approval at the March 26, 2001 Annual Meeting of stockholders to
effect a one-for-four reverse split of its common stock. If approved
by stockholders, approximately 2.6 million common shares will be
outstanding. The Company believes a reverse split will initially
result in an increase of the bid price for the Company's common stock
to over $1.00 per share. However, there can be no assurance that the
bid price for the common stock would increase to over $1.00 per share
or remain at $1.00 per share for the required period or that the
Company would otherwise be able to maintain listing on the SCM.
Fechtor, Detwiler, Mitchell & Co. is the holding company for its
principal operating subsidiary, Fechtor, Detwiler & Co., Inc., an
investment banking, merchant banking and brokerage company
headquartered in Boston, Massachusetts.
Cautionary Statement regarding forward-looking statements:
Certain statements in this news release may contain forward-looking
statements within the meaning of the Federal securities laws. Such
statements should be considered in light of the risks and
uncertainties associated with Fechtor, Detwiler, Mitchell & Co. and
its operating subsidiaries, including those economic and market risks
contained in the Fechtor, Detwiler, Mitchell & Co. Annual Report on
Form 10-K, and other risks prevailing from time to time; all of which
are subject to material changes and may cause actual results to vary
materially from what had been anticipated.
[FEDM LOGO]
225 Franklin Street, 20th Floor
Boston, MA 02110
(617) 451-0100
Exhibit 28.2