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
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Date of Report
(Date of earliest
event reported): April 16, 2001
EDISON CONTROL CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 0-14812 22-2716367
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
777 Maritime Drive, P.O. Box 308, Port Washington, Wisconsin 53074-0308
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(Address of principal executive offices, including zip code)
(262) 268-6800
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(Registrant's telephone number)
-1-
Item 9. Regulation FD Disclosure.
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On April 16, 2001, the Registrant issued the following press release,
which it is hereby furnishing in this Form 8-K.
Contact: Jay R. Hanamann
Chief Financial Officer
(262) 268- 6800
FOR IMMEDIATE RELEASE:
CONTACT: JAY HANAMANN
Chief Financial Officer
262-268-6800
FOR IMMEDIATE RELEASE:
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Edison Control Corporation Announces
Delisting from The Nasdaq National Market
PORT WASHINGTON, WI, April 16, 2001 - Edison Control Corporation (NASDAQ: EDCO)
announced today that on April 9, 2001, the Company received notification from
the Nasdaq Stock Market that Nasdaq has decided to delist the Company's common
stock from the Nasdaq National Market at the opening of business on April 17,
2001, due to the Company's failure to maintain a minimum market value of public
float of $5,000,000 as required by Marketplace Rule 4450(a)(2).
Edison Control Corporation's common stock will trade on the OTC Bulletin Board
effective April 17, 2001 under the symbol "EDCO". The OTC Bulletin Board is a
regulated quotation service that displays real-time quotes, last sale prices,
and volume information in over-the-counter equity securities. The Company
believes that this change will not adversely affect the ability of shareholders
and potential investors to buy and sell the Company's stock.
Edison Control Corporation is headquartered in Port Washington, Wisconsin and
has two operating units. ConForms, the principal operating unit, designs,
manufactures, and distributes concrete pumping systems and accessories. Ultra
Tech, the other operating unit, is engaged in the manufacturing and marketing of
abrasion resistant piping systems which are used extensively in mining, pulp and
paper mills, waste water treatment plants, and coal-fired electric utility
plants, as well as in concrete pumping applications.
This press release contains forward-looking statements, including, without
limitation, statements regarding the Company's move to the OTC Bulletin Board.
The actual results achieved by the Company and the factors that could cause
actual results to differ materially from those indicated by the forward-looking
statements are in some ways beyond the Company's control. Shareholders,
potential investors and other readers are urged to consider these factors in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The
forward-looking statements included herein are only made as of the date of this
press release and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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Certain matters discussed in this Annual Report to Shareholders are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe the Company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties, including, but not limited to, new product
advancements by competition, significant changes in industry technology,
economic or political conditions in the countries in which the Company does
business, the continued availability of sources of supply, the availability and
consummation of favorable acquisition opportunities, increasing competitive
pressures on pricing and other contract terms, economic factors affecting the
Company's customer base and stock price variations affecting the Company's
securities trading portfolio. These factors could cause actual results to differ
materially from those anticipated as of the date of this report. Shareholders,
potential investors and other readers are urged to consider these factors in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements
included herein are only made as of the date of this report and the Company
undertakes no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
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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.
EDISON CONTROL CORPORATION
Date: April 16, 2001 By: /s/ Jay R. Hanamann
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Jay R. Hanamann
Chief Financial Officer