--------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO 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): January 21, 2003 SDC International, Inc. --------------------------------- Delaware 0-27520 75-2583767 - ----------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of incorporation) 231 Bradley Place Palm Beach, Florida 33480 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 882-9300 ----------------------- 777 S. Flagler 8th Floor West West Palm Beach, Florida 33401 - -------------------------------------------------------------------------- (Former name or former address, if changed since last report) This Form 8-K/A amends the Form 8-K filed by the Registrant on January 23, 2003 in response to comments thereto that the Registrant received in a letter from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") dated January 27, 2003 (the "Comment Letter"). The Registrant's cover letter to this Form 8-K/A, containing responses to each comment in the Comment Letter, is being filed with the Commission simultaneously herewith. Item 5. Other Events. ------------ SDC International, Inc. issued a press release on January 21, 2003, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. --------------------------------------------------------- (c)	Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release issued by SDC International, Inc., dated January 21, 2003. 2 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 thereunto duly authorized. SDC INTERNATIONAL, INC. By: /s/ Ronald A. Adams __________________________________ Ronald A. Adams Chief Executive Officer Date: February 6, 2003 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release issued by SDC International, Inc., dated January 21, 2003. 4