UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 10, 1998
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BIGMAR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-14416 31-1445779
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of incorporation)
9711 Sportsman Club Road, Johnstown, Ohio 43031-9141
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(Address of principal executive offices)
Registrant's telephone number, including area code (740) 966-5800
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
POSSIBLE NASDAQ DELISTING
The Common Stock, $.001 par value (the "Common Stock"), of Bigmar, Inc. (the
"Company") is quoted on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") SmallCap Market ("NASDAQ SmallCap") under the
symbol "BGMR". The Company received a notice dated August 28, 1998, from the
Nasdaq Stock Market, Inc. that the Company no longer met the requirements for
continued listing. In accordance with the NASDAQ SmallCap rules, securities
listed on NASDAQ SmallCap, in addition to other requirements, must maintain
a minimum net tangible asset base of $2.0 million to be eligible for
continued listing. On October 14, 1998, the Company was informed by NASDAQ
that, based on the Company's current operating losses and not withstanding
proceeds from proposed equity financing, the Company's common stock would be
delisted. The Company requested a hearing to contest the delisting, which
request stays the delisting until a determination by NASDAQ hearing panel.
The Company has been informed by NASDAQ that the hearing is scheduled to take
place on December 17, 1998. While there can be no assurance regarding the
outcome of such hearing, the Company believes the $6.0 million in proceeds
received from the sale of common stock to Jericho II, LLC ("Jericho") on
October 22, 1998, which raised the net tangible assets of the Company above
the $2.0 million minimum requirement, will be sufficient to satisfy NASDAQ's
requirements for continued listing. John G. Tramontana, Chairman of the
Board, President and Chief Executive Officer of the Company, has a 50%
ownership interest in Jericho.
The following interim unaudited financial statements, reflecting the $6.0
million in proceeds received by the sale of Common Stock to Jericho on October
22, 1998, are attached as an exhibit to this Form 8-K: Consolidated Balance
Sheets as of October 31, 1998 and December 31, 1997; Consolidated Condensed
Statement of Operations for the ten month period ended October 31, 1998;
Consolidated Condensed Statement of Cash Flows for the ten months ended October
31, 1998, Consolidated Statement of Comprehensive Income (Loss) for the ten
months ended October 31, 1998; Consolidated Statement of Changes in
Stockholders' Equity for the ten months ended October 31, 1998; Notes to the
Consolidated Condensed Financial Statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT 99.1 INTERIM FINANCIAL STATEMENTS ISSUED BY THE COMPANY AS OF OCTOBER
31, 1998 (FILED HEREWITH.)
Bigmar, Inc.
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(Registrant)
December 10, 1998
By: /s/ Michael K. Medors
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Treasurer and Secretary
By: /s/ William R. Ash, III
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Chief Financial Officer
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