UNITED STATES 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: December 23, 2003 ----------------- (Date of earliest event reported) DREXLER TECHNOLOGY CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-6377 77-0176309 - ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 1077 Independence Avenue, Mountain View, California 94043-1601 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (650) 969-7277 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable --------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On December 26, 2003, Drexler Technology Corporation issued a news release announcing that it had entered into an agreement to conduct an equity private placement to institutional investors, with gross proceeds to the Company of approximately $10.1 million. The release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company has since completed this equity private placement. Item 7. Financial Statements and Exhibits. (c) Exhibits The following exhibit is included as part of this Current Report on Form 8-K: Exhibit Number Description ------- ------------ 99.1 News Release dated December 26, 2003, entitled "Drexler Technology to Raise $10.1 Million in Private Placement," which news release is included pursuant to Item 5 of this Form 8-K. 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 thereunto duly authorized: DREXLER TECHNOLOGY CORPORATION (Registrant) Date: December 31, 2003 /s/ Steven G. Larson --------------------------------------- Steven G. Larson Vice President, Finance and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 99.1 News Release dated December 26, 2003, entitled "Drexler Technology to Raise $10.1 Million in Private Placement," which news release is included pursuant to Item 5 of this Form 8-K. 2