-----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, BBHvURKwBXz061/8kO46D463PSQD35tuZ0rQ04s1oqnMQTTWifQlPelx6Up8mRgb CU75T/ZC1CroKp6ArNr8jA== 0000950168-98-003833.txt : 19981210 0000950168-98-003833.hdr.sgml : 19981210 ACCESSION NUMBER: 0000950168-98-003833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOWLES FLUIDICS CORP CENTRAL INDEX KEY: 0000013585 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 520741762 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 002-37706 FILM NUMBER: 98766401 BUSINESS ADDRESS: STREET 1: 6625 DOBBIN RD CITY: COLUMBIA STATE: MD ZIP: 21045-4707 BUSINESS PHONE: 4103810400 MAIL ADDRESS: STREET 1: 6625 DOBBIN ROAD CITY: COLUMBIA STATE: MD ZIP: 21045-4707 FORMER COMPANY: FORMER CONFORMED NAME: BOWLES ENGINEERING CORP DATE OF NAME CHANGE: 19700629 8-K 1 BOWLES FLUIDICS CORPORATION 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 Act of 1934 Date of Report (Date of earliest event reported): December 8, 1998 BOWLES FLUIDICS CORPORATION A Maryland Corporation SEC File No. 2-37706 Employer ID No. 52-0741762 6625 Dobbin Road Columbia, Maryland 21045 (410) 381-0400 Item 5. Other Events. Reference is made to the press release issued December 9, 1998, filed herewith as Exhibit 99.1 and incorporated by reference herein, announcing the action taken by the Board of Directors of Bowles Fluidics Corporation (the "Company") at its meeting on December 8, 1998, recommending to the Company's shareholders a proposal to amend the Company's Articles of Incorporation to effect a one-for-one thousand reverse split of its outstanding shares of common stock, par value $.10 per share (the "Reverse Split"). The proposed amendment to the Company's Articles of Incorporation require the approval of two thirds of all votes of shareholders of the Company entitled to vote upon such proposed amendment; however, the Company believes that certain shareholders intending to vote for the proposed amendment possess sufficient shares of stock to approve the proposed amendment. Any fractional shares resulting from the Reverse Split will be redeemed at the price of $1.25 per share of common stock outstanding immediately prior to the adoption of the proposed amendment and giving effect to the Reverse Split. Following the reverse stock split and purchase of resulting fractional shares of common stock, it is expected that the number of record shareholders of the Company's common stock will be reduced to below 300, and that the Company will suspend its obligation to file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Exchange Act of 1934. 1 Item 7. Financial Statements And Exhibits. (c) EXHIBITS. The following exhibits are filed herewith: 99.1 Press release dated December 9, 1998. 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. BOWLES FLUIDICS CORPORATION Dated: December 9, 1998 By: /s/ _________________________ Eleanor M. Kupris, Secretary 2 EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 PRESS RELEASE DATED DECEMBER 9, 1998 PRESS RELEASE: FOR IMMEDIATE RELEASE For further information, contact: Eric W. Koehler, Executive Vice President Bowles Fluidics Corporation 6625 Dobbin Road Columbia, Maryland 21045 Telephone: (410) 381-0400 Telecopier: (410) 381-2718 E-Mail: ekoehler@bowles.com BOARD OF DIRECTORS OF BOWLES FLUIDICS RECOMMENDS REVERSE SPLIT OF STOCK COLUMBIA, MARYLAND, DECEMBER 9, 1998. BOWLES FLUIDICS CORPORATION. (NASDAQ: BOWE) (the "Company"), announced today that its Board of Directors, at its meeting on December 8, 1998, recommended to the Company's shareholders a proposal to amend the Company's Articles of Incorporation to effect a one-for-one thousand reverse split of its outstanding shares of common stock, par value $.10 per share. The proposed amendment to the Company's Articles of Incorporation requires the approval of two thirds of all votes of shareholders of the Company entitled to vote on it; however, the Company believes that certain shareholders intending to vote for the proposed amendment possess sufficient shares of stock to approve it. The proposed amendment is expected to be presented to stockholders of the Company for approval at a meeting of stockholders on a date yet to be determined. If the reverse split is approved, the number of shares of common stock held by each shareholder will be reduced to an amount equal to 1/1000th of the number of share of common stock owned before the reverse split. No fractional shares of common stock will be issued following the reverse split. Any fractional shares resulting from the reverse split will be redeemed at the price of $1.25 per share of common stock outstanding immediately prior to the adoption of the proposed amendments and giving effect to the reverse split. Following the reverse stock split and purchase of resulting fractional shares of common stock, it is expected that the number of record shareholders of the Company's common stock will be reduced from approximately 430 (as of October 15, 1998) to less than 300. The number of holders of the Company's preferred stock will remain unchanged at approximately 18. As a result of the reduction in number of record shareholders below 300, the Company intends to suspend its 3 obligation to file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Exchange Act of 1934. Bowles Fluidics Corporation is a Maryland corporation with headquarters in Columbia, Maryland. It is the leading designer, manufacturer and supplier of windshield and rear window washer nozzles for passenger cars and light trucks in North America. 4 -----END PRIVACY-ENHANCED MESSAGE-----