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) March 31, 1997
-----------------------------
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- -----------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-13088 65-0014636
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
- -----------------------------------------------------------------------------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (972)248-1922
--------------------------
- -----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. Other Events.
On March 31, 1997, the Registrant announced its plan to issue Class A and Class
Warrants as a dividend to shareholders of record as of April 30, 1997. The full
text of the news release announcing the plan follows:
FOR IMMEDIATE RELEASE
CONTACT: Adrienne Beam (972) 248-1922
- -------------------------------------------------------------------------------
Digital Communications Technology Corporation
16910 Dallas Parkway - Suite 100 - Dallas, Texas 75248
NEWS RELEASE
- -------------------------------------------------------------------------------
DIGITAL COMMUNICATIONS TECHNOLOGY TO ISSUE WARRANT DIVIDENDS.
DALLAS, TEXAS - March 31, 1997-Digital Communications Technology Corporation
announced today its plan to issue Class A and Class B Warrants as a dividend to
its shareholders. Subject to filing and completion of a registration statement
with the Securities and Exchange Commission, shareholders of record as of April
30, 1997, will receive one Class A Warrant for each seven shares of common stock
held as of the record date, and one Class B Warrant for every four shares of
common stock held as of the record date.
No fractional warrant will be issued as the number of warrants of each class due
each shareholder will be rounded up to the nearest whole number. DCT had
7,314,922 shares of common stock issued and outstanding as of March 28, 1997.
Each Class A Warrant entitles the registered holder to purchase one share of
common stock at the exercise price of $3.50, subject to certain adjustments, for
a period of two years after the effective date of the registration statement.
Each Class B Warrant entitles the registered holder to purchase one share of
common stock at the exercise price of $5.00, subject to certain adjustments, for
a period of three years after the effective date of the registration statement.
Both Class A and Class B Warrants are subject to redemption by the Company
commencing one year from the effective date of the registration statement, at
$0.01 per Warrant, on thirty days' written notice, if the closing bid price of
the common stock for five consecutive days ending not more than fifteen days
prior to when the notice of redemption is given equals or exceeds $3.50 per
share as to the Class A Warrant, and $5.00 per share as to the Class B Warrant,
subject to adjustment for stock splits, stock dividends and the like. Any holder
who does not exercise his Warrants prior to the expiration or repurchase will
forfeit the right to purchase the underlying shares of common stock.
The Company will file an application to have the Class A and Class B Warrants
admitted for trading on the American Stock Exchange.
2
Kevin B. Halter, Chairman of the Board of DCT stated that "the Board of
Directors and management of DCT believe that the current market value of our
stock which trades below book value, does not appropriately reflect the true
value of the Company and its future potential. The Warrant distribution
expresses the desire of the Company to reward its current shareholders should
the market price for the shares of DCT's common stock return to historical
levels".
The information in this news release includes certain forward looking statements
that are based upon assumptions that in the future may prove not to have been
accurate and are subject to significant risks and uncertainties, including
statements to the future financial performance of the Company. Although the
Company believes that the expectations reflected in its forward looking
statements are reasonable, it can give no assurance that such expectations or
any of its forward looking statements will prove to be correct. Factors that
could cause results to differ include, but are not limited to, successful
performance of internal plans, product development and acceptance, the impact of
competitive services and pricing, general economic risks and uncertainties.
SIGNATURE
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.
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
By: /s/ Kevin B. Halter
-------------------------------------------
Kevin B. Halter, Chairman of the Board
Dated: April 3, 1997
3