SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 24, 1998
LIUSKI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19378 11-3065217
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6585 Crescent Drive, Norcross, Georgia 30071
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 447-9454
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
Effective November 24, 1998, the listing of the common stock, $.01 par
value (the "Common Stock"), of Liuski International, Inc. (the "Company") was
moved from the Nasdaq National Market to The Nasdaq SmallCap Market (the
"SmallCap Market"). The continued listing of the Common Stock on the SmallCap
Market is conditioned upon the Common Stock meeting the minimum $1.00 per share
closing bid price on or before January 5, 1999 and continuing to meet the
minimum closing bid price for at least ten consecutive trading days thereafter
and on certain other conditions being met. Until such conditions are met, the
Company's SmallCap Market symbol will be LSKIC. There can be no assurance that
the Company can meet the conditions to the continued listing of the Common Stock
on the SmallCap Market.
Another of the conditions to continued listing is that the Company
evidence compliance with Nasdaq's $1,000,000 market value of public float
requirement. The following table sets forth certain information as of the date
of this report pertaining to the beneficial ownership of the Common Stock by (i)
persons known to the Company to own 5% or more of the outstanding Common Stock,
(ii) each director of the Company who owns any shares, (iii) each executive
officer of the Company who owns any shares and (iv) such directors and executive
officers of the Company as a group. Each such person has sole voting and
investment powers with respect to his shares. This information has been obtained
from the Company's records, or from information furnished directly by the
individual to the Company.
Percentage of
Number of Shares Outstanding
Name of Beneficial Owner Beneficially Owned Shares
- ------------------------ ------------------ -------------
Duke Liao 3,089,945 67.0%
Kenny Liu 3,000(1) *
All directors and
executive officers
as a group
(2 individuals) 3,092,945(1) 67.0%
--------- -----
- ----------------------
*Less than 1%
(1) Represents or includes 3,000 shares subject to stock options granted by
the Company.
As of the date of this report, the Company has 4,610,292 shares of Common
Stock outstanding of which 3,089,945 shares are owned by officers or directors
of the Company or shareholders owning 10% or more of the outstanding shares of
Common Stock; therefore, there are 1,520,347 shares of Common Stock in the
public float.
-2-
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.
LIUSKI INTERNATIONAL, INC.
By:/s/ Frank Cheng
----------------------------
Frank Cheng,
President
Date: December 9, 1998
-3-