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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 2, 2001
OPTICAL CABLE CORPORATION
Virginia 0-27022 54-1237042
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5290 CONCOURSE DR.
ROANOKE, VIRGINIA 24019 (540) 265-0690
(Address of principal (Telephone Number)
executive offices)
ITEM 1. CHANGES OF CONTROL OF REGISTRANT
Optical Cable Corporation (the "Company") announced on October 2, 2001,
that Mr. Robert Kopstein, its Chairman & Chief Executive Officer, had informed
the Company that substantially all of his personally-held unregistered shares of
the Company had been pledged to secure substantial personal margin loans from
several brokerage firms. Mr. Kopstein has advised the Company that he had
originally pledged a total of 52,830,000 shares of his personal holdings of
unregistered common stock of Optical Cable Corporation representing
approximately 94% of the Company's outstanding common stock. Based on the
information provided by Mr. Kopstein, the brokerage firms (collectively, the
"Brokers") that accepted such pledges of Mr. Kopstein's unregistered common
stock of the Company, and the number of shares originally pledged to each Broker
are as follows: A.G. Edwards and Sons, Inc. (15,000,000 shares pledged), The
Bear Stearns Companies, Inc. (15,000,000 shares pledged), Goldman Sachs & Co.
(1,130,000 shares pledged), Merrill Lynch & Co., Inc. (5,000,000 shares
pledged), Salomon Smith Barney, Inc. (3,000,000 shares pledged), Scott and
Stringfellow, Inc. (1,700,000 shares pledged), and UBS Warburg Paine Webber,
Inc. (12,000,000 shares pledged). In addition, according to information provided
by Mr. Kopstein, Merrill Lynch & Co., Inc. holds 1,000,000 shares of Mr.
Kopstein's unregistered Optical Cable Corporation common stock, the pledged
status of which is currently in dispute. Based on information provided by Mr.
Kopstein, the Company estimates that the original margin loans totaled
approximately $91 million.
The Brokers have sold or are taking actions to sell the unregistered shares
of common stock of Optical Cable Corporation they hold as collateral pursuant to
the various pledge arrangements with Mr. Kopstein and pursuant to Rule 144(k)
under the Securities Act of 1933, as amended (the "1933 Act"). Based on sales
information filed with the Securities and Exchange Commission by Mr. Kopstein,
the Company estimates that 50,470,500 of such shares continued to be pledged to
secure Mr. Kopstein's margin loans as of September 30, 2001 (excluding the
additional 1,000,000 disputed shares also held by Merrill Lynch & Co., Inc.). At
this time, the Company is aware that sales by the Brokers are continuing, but is
not aware of the total number of pledged shares sold by the Brokers in October.
The Company is not aware of Mr. Kopstein's current margin loan balances.
The Company believes that at least the three Brokers holding the largest
numbers of Mr. Kopstein's unregistered shares may be considered "affiliates" for
purposes of Rule 144(k) under the 1933 Act. However, each of these three Brokers
has expressed to the Company its view that it is not an "affiliate" as that term
is used in Rule 144(k), and all but one of these Brokers have provided opinions
of counsel to that effect. If the Company determines to accept the opinions of
counsel for these Brokers, the Brokers would be able to sell all of the
unregistered shares of the Company that have been pledged to them without any
volume restrictions. The Company is attempting to expeditiously review and,
where appropriate, clear the sale by the Brokers of Mr. Kopstein's unregistered
shares of the Company's common stock in compliance with its legal duties.
On October 9, 2001, UBS Warburg Paine Webber, Inc. notified Mr. Kopstein
that it had sold 486,315 shares of pledged common stock of the Company to date
and repossessed the remaining 11,513,685 shares originally pledged by Mr.
Kopstein.
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Attached as exhibits hereto are copies of the Company's various press
releases as this situation has developed.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Press release of Optical Cable Corporation, dated September
26, 2001.
99.2 Press release of Optical Cable Corporation, dated October 2,
2001.
99.3 Press release of Optical Cable Corporation, dated October 8,
2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized, on October 17, 2001.
OPTICAL CABLE CORPORATION
By: /s/ Neil D. Wilkin, Jr.
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Neil D. Wilkin, Jr.
Senior Vice President &
Chief Financial Officer
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