1 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): September 13, 1995 REXON INCORPORATED ------------------ (Exact name of Registrant as specified in its charter.) Delaware 2-76563 95-3280670 --------------- ------------------------ -------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) One Progress Plaza, Suite 2110, St. Petersburg, Florida 33701 ------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 896-9609 2 REXON INCORPORATED ------------------ REPORT ON --------- FORM 8-K -------- SEPTEMBER 13, 1995 ------------------ ITEM 3. BANKRUPTCY OR RECEIVERSHIP. - ------- --------------------------- On September 13, 1995, Rexon Incorporated (the "Company") filed a voluntary Petition for Relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado (Bankruptcy Case No. 95-19439 CEM). The voluntary Petition allows the Company to remain as debtor-in-possession of its assets and business while being subject to the supervision and orders of the Bankruptcy Court for certain transactions or actions. The Company's wholly-owned subsidiary, Rexon/Tecmar, Inc., also filed a voluntary Petition for Relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado (Bankruptcy Case No. 95-19438 PAC). The two bankruptcy cases are being jointly administered under Case No. 95-19438 PAC. Copies of these bankruptcy files are available from the Company upon written request to Rexon Incorporated, 1900 Pike Road, Suite 3, Longmont, Colorado 80501, Attention: Chief Financial Officer. The Company is required to file certain financial statements as of the bankruptcy filing date on or before October 16, 1995. The Company has also received notice from the National Association of Securities Dealers ("NASD") that it currently is not in compliance with NASD's Bylaws which require, among other things, that the Company provide NASDAQ with financial statements, including a balance sheet and income statement as of the date of the Company's bankruptcy filing. In addition, in order to remain listed on the NASDAQ National Market System, the Company must satisfy a certain threshold of net tangible assets and the minimum bid price for the Company's stock must equal at least $1. The Company has requested an extension to comply with these requirements. The Company may have difficulty satisfying some of these requirements and, if it is unsuccessful, its shares may be delisted from the National Market System. 1 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- --------------------------------- (c) EXHIBITS. -------- 99.1 Press Release, dated September 13, 1995. 2 4 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. DATED: October 6, 1995 REXON INCORPORATED By /s/ Irvin R. Reuling ------------------------------ Irvin R. Reuling Chief Financial Officer 3