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UNITED STATES
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): March 2, 2006
Superconductor Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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0-21074
(Commission File Number)
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77-0158076
(IRS Employer Identification No.) |
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460 Ward Drive, Santa Barbara, CA
(Address of Principal Executive Offices)
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93111
(Zip Code) |
Registrants telephone number, including area code: (805) 690-4500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.02 |
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Results of Operations and Financial Condition |
On March 2, 2006, Superconductor Technologies Inc. (the Company) issued a press
release containing fourth quarter and full year 2005 financial results. The press release is
attached to this filing as Exhibit 99, and the financial information therein is hereby incorporated
by reference.
Pursuant to General Instruction B.2 of Form 8-K, the information furnished in response to this
Item 2.02 (including the information incorporated by reference to Exhibit 99) shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
any of the liabilities of that section. The Company is NOT incorporating such information by
reference in any registration statement filed by the Company under the Securities Act of 1933.
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Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On February 27, 2006, Martin S. McDermut, Senior Vice President and Chief Financial Officer,
informed the Company that he will be leaving effective March 13, 2006 to pursue another
opportunity. The Company expects to complete and timely file its 2005 Annual Report on Form 10-K
before Mr. McDermuts departure. Mr. McDermut is leaving to join a private company based in Santa
Barbara as its chief financial officer. The Company has initiated a search for Mr. McDermuts
successor.
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Item 7.01 |
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Regulation FD Disclosure |
On March 2, 2006, the Company issued a press release announcing that its Board of Directors
approved a 1-for-10 reverse split of its outstanding common stock to take effect as of the open of
business on March 13, 2006. The press release is attached to this filing as Exhibit 99, and the
information therein under the heading Reverse Stock Split is hereby incorporated by reference.
The Company hereby incorporates by reference such information in all of its registration statements
filed under the Securities Act of 1933.
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99 |
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Press Release dated March 2, 2006. (The press release may also
be found on the Companys website at www.suptech.com on the Investor Relations
page.) |
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SIGNATURES
Pursuant to the requirement 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.
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Superconductor Technologies Inc.
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Date: March 2, 2006 |
By: |
/s/ Martin S. McDermut
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Martin S. McDermut, Senior Vice President, |
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Chief Financial Officer and Secretary |
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