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): June 3, 2002
FIBERCORE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 000-21823 87-0445729
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
253 Worcester Road, P.O. Box 180 01507
Charlton, MA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (508) 248-3900
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
NASDAQ NOTICE
On June 3, 2002, FiberCore, Inc. (the "Company") received a notice from
the Nasdaq Stock Market stating that for 30 consecutive trading days, the bid
price for the Company's common stock closed below the minimum $1.00 per share
requirement for continued listing on the Nasdaq SmallCap Market. The notice
indicated that pursuant to applicable rules, the Company will be provided with
180 days (i.e. until December 2, 2002), to regain compliance. If at any time
before December 2, 2002 the bid price of the Company's common stock closes at
$1.00 per share or more for a minimum of 10 consecutive trading days, the
Company would be in compliance with the minimum bid requirement.
If the Company is unable to demonstrate such compliance by December 2,
2002, the Nasdaq Stock Market will determine whether the Company meets initial
listing criteria. The Company would meet these criteria if the Company would
have any of the following: (i) stockholder's equity of $5 million; (ii) market
capitalization of $50 million; or (iii) net income of $750,000 (excluding
extraordinary or non-recurring items) in the most recently completed fiscal year
or in two of the last three most recently completed fiscal years. As of March
31, 2002, the Company had stockholder's equity of $34,542,000, thereby meeting
the initial listing criteria, and anticipates that it will still meet such
criteria on December 2, 2002. If the Company meets the initial listing criteria
on December 2, 2002, the Nasdaq Stock Market would grant an additional 180
calendar day grace period (i.e. until May 31, 2003) to demonstrate compliance
with the minimum bid requirement. If the Company is not in compliance by May 31,
2003, the Company's stock would be delisted, absent successful appeal.
LIEN ATTACHMENT
Pursuant to the Loan Agreement between Fleet National Bank ("Fleet") and
the Company, dated as of December 20, 2000 (the "Loan Agreement"), Fleet has the
right to attach a lien on 65% of the equity in the Company's subsidiaries and
substantially all of the Company's other assets, and to increase the interest
rate on the Company's obligations to Fleet by 1%, if the credit rating of Tyco
International Group S.A. ("Tyco"), the guarantor of such obligations, falls
below certain levels. The Company is in compliance with its obligations under
the Loan Agreement, which does not contain any financial covenants. Recent
downgrades of Tyco's credit triggered Fleet's ability to attach the lien and
increase the interest rate. Fleet has exercised both such rights.
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
FIBERCORE, INC.
By: /s/ Robert P. Lobban
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Name: Robert P. Lobban
Title: Chief Financial Officer and Treasurer
Date: June 27, 2002