-----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, VL6VUsGI8IU89/M36CxBB32naCmXELar7Lm/reVu5Er6aI24YYDS9zf941SiPYhE dTbtnEJQgiwXtE7NC6eTdw== 0001019056-03-001470.txt : 20031229 0001019056-03-001470.hdr.sgml : 20031225 20031229171644 ACCESSION NUMBER: 0001019056-03-001470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031229 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARREL CORP CENTRAL INDEX KEY: 0000034645 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 222689245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19703 FILM NUMBER: 031076107 BUSINESS ADDRESS: STREET 1: 25 MAIN STREET CITY: ANSONIA STATE: CT ZIP: 06401-1601 BUSINESS PHONE: 2037365500 8-K 1 farrel_8k.txt FORM 8-K 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) December 29, 2003 ----------------- Farrel Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its chapter) Delaware 0-19703 22-2689245 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 25 Main Street, Ansonia, Connecticut 06401 - ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 203 736 5500 ---------------------------- ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Discloser. On December 29, 2003, Farrel Corporation, a Delaware corporation (the "Company") issued a press release announcing that it has filed a Form 15 with the Securities and Exchange Commission, thereby deregistering its common stock. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 20 Press Release, dated December 29, 2003, issued by the Company, entitled Farrel Corporation Deregisters Stock; Continues Trading on Pink Sheets 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 THEREUNTO DULY AUTHORIZED. FARREL CORPORATION ------------------ REGISTRANT DATE: December 29, 2003 /s/ Rolf K Liebergesell ---------------------------------- ROLF K LIEBERGESELL PRESIDENT AND CHIEF EXECUTIVE OFFICER DATE: December 29, 2003 /s/ Walter C. Lazarcheck ---------------------------------- WALTER C. LAZARCHECK VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (CHIEF ACCOUNTING OFFICER) EX-20 3 ex_20.txt EXHIBIT 20 Exhibit 20 FARREL NEWS FARREL CORPORATION 25 Main Street For immediate release Ansonia, CT 06401 CONTACT: WALTER C. LAZARCHECK (203) 736-5500 TELEPHONE: (203) 736-5500 FARREL CORPORATION DEREGISTERS STOCK; CONTINUES TRADING ON PINKSHEETS ANSONIA, Conn., December 29, 2003 -- Farrel Corporation (OTC Bulletin Board: FARL.OB) announced today that it filed a Form 15 with the Securities and Exchange Commission in order to suspend registration of its common stock. The Company reported the deregistration becomes effective 90 days after filing the Form 15; however, the filing results in an immediate suspension of the Company's 10-Q, 10-K and 8-K reporting requirements. In reaching the decision to deregister, the Board of Directors considered several factors, including the following: o The Company has fewer than 300 registered shareholders; o The Company's common stock sees limited trading activity. o The lack of analyst coverage for the Company's common stock; and o The dramatically increasing costs, both direct and indirect, associated with the preparation and filing of the Company's periodic reports with the SEC. Commenting on the decision, the Board of Directors stated "including the increased auditing fees, the need to hire additional employees in the Company's US and UK finance departments, and the costs of obtaining additional professional advice, the Company anticipates that meeting the requirements of the Sarbanes-Oxley Act likely will cost Farrel in excess of $300,000 per year. In a Company of Farrel's size and market position, it is impossible to justify these massive additional costs. We feel that the Company and its shareholders will be better served in the long-term if financial resources and management's efforts are focused on core business issues." The Company stated that it intends to make available to shareholders periodic financial information along with press releases announcing material events. The Company also will continue to hold an annual meeting pursuant to Delaware law. Upon its deregistration, the Company's common stock no longer will trade on the OTC Bulletin Board(R), but the Company expects that its common stock will continue to trade through the Pink Sheets(R) (www.pinksheets.com), an electronic quotation service for over-the-counter securities. However, there is no assurance that brokers will continue to make a market in the stock. Farrel Corporation is a leading designer and manufacturer of machinery used to process rubber and plastic materials. The Company's products include BANBURY(R) and INTERMIX(R) mixers, continuous mixers, single and twin screw extruders, plastic compounders, pelletizers, gear pumps and mills. Farrel also provides repair, refurbishment and machinery upgrade services. This report contains forward-looking statements about the Company and its future plans and objectives. Forward-looking statements are subject to risks and uncertainties that could cause the actual results to vary materially. These risks and uncertainties include the potential that the Company will be required to reregister its common stock, that the Company will be required to comply with expanded auditing requirements even if its common stock is not registered, and that the stock will not be actively traded by registered market makers. Additional risks are discussed in the Company's annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----