-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JsHNKFkxeiU+idPmnpMD+KAOHic95+v/yCkes0F1n/ZGYyg5+mq1QgLESR9Bjbmx V7/RFUcwA4YAvyCL6tHoUg== 0000897101-09-001671.txt : 20090814 0000897101-09-001671.hdr.sgml : 20090814 20090814141124 ACCESSION NUMBER: 0000897101-09-001671 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURADYN FILTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001019787 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 141708544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11991 FILM NUMBER: 091014561 BUSINESS ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYTON BEACH STATE: FL ZIP: 33426 BUSINESS PHONE: 5615479499 MAIL ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYTON BEACH STATE: FL ZIP: 33426 FORMER COMPANY: FORMER CONFORMED NAME: T F PURIFINER INC DATE OF NAME CHANGE: 19960726 8-K 1 puradyn093677_8k.htm FORM 8-K DATED AUGUST 14, 2009 PURADYN FILTER TECHNOLOGIES INCORPORATED FORM 8-K DATED AUGUST 14, 2009
 
 

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)   August 14, 2009

 


PURADYN FILTER TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

0-29192

14-1708544

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

2017 High Ridge Road, Boynton Beach, FL

33426

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code  (561) 547-9499

 

not applicable

(Former name or former address, if changed since last report)

 


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))

 


 
 



Item 2.02  Results of Operations and Financial Condition.

 

On August 14, 2009 Puradyn Filter Technologies Incorporated (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2009. A copy of this press release is included as Exhibit 99.1 to this report.

 

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 7.01  Regulation FD Disclosure.

 

As disclosed in Item 2.02 above, on August 14, 2009, the Company issued a press release, which is attached as Exhibit 99.1 hereto, announcing its financial results for the second quarter ended June 30, 2009. A copy of this press release is included as Exhibit 99.1 to this report.

 

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01  Financial Statements and Exhibits.

 

Exhibit No.

Description

 

 

99.1

  Press release dated August 14, 2009.

 

SIGNATURES

 

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.

 

 

PURADYN FILTER TECHNOLOGIES INCORPORATED

 

 

 

Date:  August 14, 2009

By:

/s/ Joseph V. Vittoria

 

 

Joseph V. Vittoria,
Chairman and Chief Executive Officer

 

 

2



EX-99.1 2 puradyn093677_ex99-1.htm PRESS RELEASE DATED AUGUST 14, 2009 EXHIBIT 99.1 TO PURADYN FILTER TECHNOLOGIES INCORPORATED FORM 8-K DATED AUGUST 14, 2009

Exhibit 99.1

 

Puradyn Announces 2nd Quarter Financial Results

 

Boynton Beach, FL – [August 14, 2009] - Puradyn Filter Technologies Incorporated (OTCBB: PFTI), the global bypass oil filtration system manufacturer, today reported results of operations for the second fiscal quarter ended June 30, 2009.

 

Net sales the three months ending June 30, 2009 decreased approximately 8%, or $63,000, to approximately $729,000, from approximately $792,000 for the three months ending June 30, 2008. Net sales year-to-date for the six month period decreased by 34% or $527,000, from approximately $1.55 million in 2008 to approximately $1.03 million in 2009. This decrease is due entirely from the decline in sales from a single international customer in the Far East, which has been significantly affected by the global economy

 

Cost of products sold decreased by approximately $24,000, or 4%, in the three-months ending June 30, 2009 as compared to the same time period in 2008; and by approximately $289,000, or 23%, from $1.27 million in 2008 for the six-months ended June 30 to approximately $978,000 in 2009. Cost of products sold, as a percentage of sales, increased from approximately 81% for the six months ended June 30, 2008 to approximately 95% for the same period in 2009. This increase is attributable to a considerable decrease in sales during the first quarter of 2009 and allocation of fixed and variable factory costs over fewer sales.

 

The Company reported a net loss of $451,000 or ($0.01) per share, basic and diluted, for the quarter ended June 30, 2009, compared to a net loss of $399,000 or ($0.01) per share, basic and diluted, for same period in 2008. Basic and diluted weighted average shares used in the calculation for the three-months ended 2009 and 2008 were 38,764,732 and 32,447,852, respectively.

 

Kevin G. Kroger, President and COO, said, “Despite business being severely impacted by the difficult economic conditions in the marketplace as a number of our customers postponed ordering to conserve capital outlay, we have been able to make progress in our targeted markets. We are seeing signs of a cautious recovery and overall activity, and inquiries about our product are increasing.

 

“In May we began a program with a major oil drilling service company to outfit puraDYN® systems on engines operating on oil drilling platforms. The initial round of orders for the international retrofit has been shipped and upon completion of the installation of these systems we will begin phase two, which will include their larger engines. Our puraDYN® system is an advantage to this customer as we provide a compact package that can handle engine oil sump capacities in excess of 100 gallons; to our knowledge we are the only bypass filtration system that can do so.

 

“Additional orders have been received from The Avis Budget Group which, in 2008 announced that it was upgrading airport shuttle buses with the puraDYN® system, the first in the car rental industry to use oil filtration technology on its fleet of heavy duty buses. A strong message from the world’s most visible consumer services company of commitment to reducing its carbon footprint.

 

“We have also received another order for systems specified on M915 and M916 Freightliner trucks used in foreign military service for foreign military sales. This is a continuing repeat order that began in 2006.”

 

Kroger continued, “Over the last three weeks we received $700,000 for the sale of 2,115,752 shares of common stock purchased at an average price of $0.33. Additionally, in connection with the issuance of the sale of common stock, the Company has issued warrants to purchase a total of 211,575 shares of common stock, exercisable at a price of $0.50 per share over a term of five years. Net proceeds will be used for general working capital, marketing, and expansion of business.”

 

 




Kroger concluded, “Although we expect the balance of 2009 to remain difficult with respect to the economy, we remain committed and focused to grow our business through continuing efforts in our target markets and in keeping costs down. We have already seen signs of improvement and we will capitalize on those market opportunities.

 

“We provide a safe, practical and dependable alternative for companies looking for solutions to the challenges of complying with upcoming energy and oil conservation considerations. The puraDYN® system offers a unique solution in that our technology conserves oil while providing efficiency and significant cost savings.”

 

For further discussion relevant to the Company’s financial status, you can request a copy of the Company’s quarterly report on Form 10-Q at 561 547 9499, or go to the Investor Relations section of the Company’s website at www.puradyn.com. A copy is also available at the SEC website, www.sec.gov.           

 

About Puradyn Filter Technologies Incorporated  

Puradyn (OTCBB: PFTI) designs, manufactures and markets the puraDYN® Oil Filtration System, the most effective bypass oil filtration product on the market today. It continuously cleans lubricating oil and maintains oil viscosity to safely and significantly extend oil change intervals and engine life. Effective for internal combustion engines, transmissions and hydraulic applications, the Company's patented and proprietary system is a cost-effective and energy-conscious solution targeting an annual $15 billion potential industry. puraDYN® equipment was selected as the manufacturer used by the US Department of Energy in a three-year evaluation to research and analyze the performance, benefits and cost analysis of bypass oil filtration technology.

 

STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES OR OTHER FACTORS NOT UNDER THE COMPANY’S CONTROL, INCLUDING BUT NOT LIMITED TO THE POSSIBLE INABILITY TO RAISE CAPITAL FUNDS, LACK OF PROTECTION FROM INTELLECTUAL PROPERTY, VULNERABILITY BECAUSE OF MANUFACTURING A LIMITED NUMBER OF PRODUCTS, DEPENDENCE ON DISTRIBUTORS, ORDERS PREVIOUSLY STATED IN THIS PRESS RELEASE MAY NOT MATERIALIZE, AND THE POSSIBILITY THAT THE PRODUCTS DO NOT MEET CUSTOMERS’ NEEDS, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE OR OTHER EXPECTATIONS IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DETAILED IN THE COMPANY’S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

ii




Puradyn Filter Technologies Incorporated

Condensed Consolidated Statements of Operations

For the Three Months and Six Months Ended June 30, 2009 and 2008

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Net sales

 

$

729,131

 

$

791,781

 

$

1,027,912

 

$

1,555,206

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

617,447

 

 

641,537

 

 

977,937

 

 

1,266,866

 

Salaries and wages

 

 

243,347

 

 

250,877

 

 

483,016

 

 

506,930

 

Selling and administrative

 

 

101,129

 

 

221,279

 

 

443,758

 

 

483,678

 

 

 

 

961,923

 

 

1,113,693

 

 

1,904,711

 

 

2,257,474

 

Loss from operations

 

 

(232,792

)

 

(321,912

)

 

(876,799

)

 

(702,268

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(176,071

)

 

595

 

 

(175,894

)

 

1,329

 

Interest expense

 

 

(42,115

)

 

(77,323

)

 

(80,705

)

 

(168,176

)

Total other expense, net

 

 

(218,186

)

 

(76,728

)

 

(256,599

)

 

(166,847

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(450,978

)

 

(398,640

)

 

(1,133,398

)

 

(869,115

)

Income tax expense

 

 

 

 

 

 

 

 

 

Net loss

 

$

(450,978

)

$

(398,640

)

$

(1,133,398

)

$

(869,115

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(.01

)

$

(.01

)

$

(.03

)

$

(.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (basic and diluted)

 

 

38,764,732

 

 

32,447,852

 

 

38,010,025

 

 

31,250,226

 

 

See accompanying notes to condensed consolidated financial statements included in the Company’s 10-QSB


 

CONTACT:

 

Kathryn Morris
Director
Corporate Communications
(T) 561 547 9499, x 226
investor-relations@puradyn.com
http://www.puradyn.com

Emerging Markets, LLC
Investor Relations:
Jim Painter III
321-206-6682
jamespainter@emergingmarketsllc.com
www.emergingmarketsllc.com
www.themicrocapreport.com

 

iii



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