-----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, AlQqvvAEuXYlalCP/MW4UyyEbjWqVUYnoJhv+5ByWXigr8XlbjHrlZBtyR8k43pv WxoViu127qi9p7l5beXX7Q== 0001019056-03-000014.txt : 20030114 0001019056-03-000014.hdr.sgml : 20030114 20030110133738 ACCESSION NUMBER: 0001019056-03-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCS RESEARCH TECHNOLOGY INC CENTRAL INDEX KEY: 0001065191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330856651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25449 FILM NUMBER: 03510325 BUSINESS ADDRESS: STREET 1: 3655 NOBEL DR STREET 2: SUITE 540 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 858-623-1600 MAIL ADDRESS: STREET 1: 3655 NOBEL DR STREET 2: STE 540 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: PPI CAPITAL GROUP INC DATE OF NAME CHANGE: 19980630 FORMER COMPANY: FORMER CONFORMED NAME: DIRECTPLACEMENT INC DATE OF NAME CHANGE: 20020204 8-K 1 form8_k.txt FORM 8-K 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 (Date of earliest event reported) December 21, 2002 ----------------- PCS RESEARCH TECHNOLOGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-25449 33-0856651 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) Formation) 3655 Nobel Drive, Suite 540 San Diego, California 92122 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (858) 623-1600 -------------- ----------------------------------------------------------- (Former name or former address, if changes since last report) Item 5. Other Events. Effective December 21, 2002, the Research Services Agreement (the "Agreement") between Institutional Research Services, Inc. ("IRS"), and PCS Securities, Inc. ("PCS"), a wholly owned subsidiary of PCS Research Technology, Inc. (the "Company"), automatically terminated due to the Company's inability to remove the personal guarantees of Raymond Hill and Susanne Pruitt with respect to the Company's line of credit with Bear Stearns Securities Corp. IRS is owned by Mr. Hill who is a director of, and consultant to, the Company. Ms. Pruitt is the Managing Director of the Company's Capital Markets unit, the President of PCS, and a director of the Company. PCS derived approximately 50% of its business during the 2002 fiscal year from IRS. The Company expects that the termination of the Agreement will result in a substantial decrease in the revenues of PCS. In addition, while the PCS business generated most of the Company's revenues (on a consolidated basis) in fiscal 2002, it was not profitable and management does not anticipate that the PCS business will become profitable in the near future. As a result, the Company has elected to wind down the operations of PCS during the first quarter of 2003. In addition, the Company has reached an oral agreement with Ms. Pruitt and Mr. Hill to sell the PCS trademark to them or their nominee in exchange for, among other things, the surrender and cancellation of a total of 10.3 million shares of the Company's common stock owned by them and the termination of the Company's employment agreement with Ms. Pruitt and the consulting agreement with Mr. Hill. The closing of this transaction is anticipated to take place in the near future. The Company intends to aggressively pursue its existing growth plan by continuing to focus on using its advanced proprietary technology platforms to distribute financial research, data and analytics to the institutional investment community. Item 7. Financial Statements, Pro Forma Information and Exhibits. (c) Exhibits 99.0 Press Release dated January 10, 2003. Item 9. Regulation FD Disclosure. Exhibit 99 hereto sets forth a press release issued by the Company to report the name change and additional information about the Company. 2 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant's behalf. PCS RESEARCH TECHNOLOGY, INC. By: /s/ BRIAN M. OVERSTREET --------------------------------- Name: Brian M. Overstreet Title: President and Chief Executive Officer Dated: January 10, 2003 3 EX-99 3 ex99.txt EXHIBIT 99 Exhibit 99 ---------- Company Contact: Brian M.Overstreet President & CEO PCS Research Technology, Inc. 858-200-2350 PCS Research Technology Announces Restructuring San Diego - January 10, 2003-- PCS Research Technology, Inc. (OTCBB: PCSR), a leading single-source provider of independent financial research to institutional investors, today announced a major restructuring of its operations that includes a plan to close its PCS Securities, Inc. brokerage subsidiary during the first quarter of 2003. The decision to close PCS Securities, Inc. was reached after the automatic termination of the Research Services Agreement between the Company and Institutional Research Services, Inc., a company owned by Raymond A. Hill III, a director and consultant to the Company (the "Agreement"). The Agreement terminated automatically because the Company was unable to satisfy a condition of the Agreement that required the Company to remove Mr. Hill and Susanne Pruitt, the President of the Company's PCS Securities, Inc. unit as personal guarantors of the Company's credit facility by December 21, 2002. Also contributing to the decision to close the PCS Securities subsidiary was the Company's inability to finalize terms with its lender for an increase in the Company's credit facility borrowing limits. In 2002, approximately 50% of the PCS Securities unit's business was attributable to the Agreement and its relationship with Institutional Research Services. The termination of the Agreement would have resulted in a significant loss of revenues in 2003 without a corresponding reduction in expenses. In reaching the decision to close the PCS Securities unit, management also evaluated the losses attributed to the unit during 2002 and determined that reaching sustained profitability in the unit at any time in the near future was unlikely, even had the Research Services Agreement not been terminated. In order to affect a timely and orderly wind-down of the PCS Securities unit, the Company has reached a verbal agreement with Mr. Hill and Ms. Pruitt. Under the terms of the agreement, the Company will sell the PCS Securities, Inc. trademark to them in exchange for, among other things, the surrender and cancellation of a total of 10.3 million shares of the Company's common stock owned by them and the termination of the four remaining years on the employment agreement with Ms. Pruitt and the consulting agreement with Mr. Hill. 4 Commenting on the restructuring, Brian M. Overstreet, President & CEO of PCS Research Technology said, "The decision to wind down the PCS Securities unit was not an easy one. Since acquiring PCS Securities, Inc. in late 2001, the Company, its management, and its employees, worked exceptionally hard to integrate the unit and find opportunities to collectively grow and achieve profitability. However, based on recent events, it became clear that these goals were no longer achievable, and that the Company would be in a better position going forward without the PCS Securities business. The closing of the unit under the terms reached with Mr. Hill and Ms. Pruitt will alleviate a significant financial burden and will free up our team to focus on what we do best - develop, produce, and distribute institutional independent research. We are very happy to put this period behind us and to move forward successfully in 2003. About PCS Research Technology, Inc. PCS Research Technology, Inc. is a financial technology company using advanced proprietary technology platforms to distribute financial research, data, and analytics. The Company is leveraging its technology to become a leading single-source provider of independent research for the institutional investment community. For more information, please visit the PCS Research Technology website at www.pcsresearch.com. Safe Harbor Statement Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission. 5 -----END PRIVACY-ENHANCED MESSAGE-----