-----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, B6T6ZHP1A0pVUlfZt2o2+6ZpGZE/ftpdU0d3WUPAtjJuROcthllpetR7ZVF41V87 jhceatA5sV0rLW3/WQB3KA== 0000950164-05-000002.txt : 20050105 0000950164-05-000002.hdr.sgml : 20050105 20050105171636 ACCESSION NUMBER: 0000950164-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050105 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX TECHNOLOGIES INC CENTRAL INDEX KEY: 0000065031 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 860220617 STATE OF INCORPORATION: NC FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08006 FILM NUMBER: 05513553 BUSINESS ADDRESS: STREET 1: 69 MCADENVILLE ROAD STREET 2: . CITY: BELMONT STATE: NC ZIP: 28012 BUSINESS PHONE: 7048258146 MAIL ADDRESS: STREET 1: 69 MCADENVILLE ROAD STREET 2: . CITY: BELMONT STATE: NC ZIP: 28012 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY RESERVE INC DATE OF NAME CHANGE: 19950907 8-K 1 cox40650-8k.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) January 5, 2005 ----------------- Cox Technologies, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) North Carolina - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-08006 86-0220617 - -------------------------------------------------------------------------------- (Commission File Number) IRS Employer Identification No.) 77 McAdenville Road, Belmont, North Carolina 28012 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (704) 825-8146 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 69 McAdenville Road, Belmont, North Carolina 28012 . - -------------------------------------------------------------------------------- (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 8.01 Other Events On January 5, 2005, Cox Technologies, Inc. (the "Registrant") issued a press release announcing (i) the filing of Articles of Dissolution effective January 17, 2005, (ii), setting January 17, 2005 as the Final Record Date for payment of any and all liquidating distributions and cessation of trading the common stock of Cox Technologies, Inc. and (iii) setting an initial liquidating cash distribution to shareholders of $0.14 per share of Cox Technologies, Inc. common stock. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K, providing an update on the Registrant's activities. - -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (c) Exhibit. The January 5, 2005 Cox Technologies, Inc. press release is furnished as Exhibit 99 to this report. - -------------------------------------------------------------------------------- SIGNATURE 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. COX TECHNOLOGIES, INC. a North Carolina corporation Dated: January 5, 2005 By: /s/ Brian D. Fletcher ---------------------- Co-Chief Executive Officer EX-99 2 cox40650ex99.txt EXHIBIT 99 [COX TECHNOLOGIES LETTERHEAD] Press Release Cox Technologies, Inc. Announces Filing of Articles of Dissolution, Sets Final Record Date and Sets an Initial Liquidating Cash Distribution to Shareholders of $0.14 per Share BELMONT, NC--(BUSINESS WIRE)--January 5, 2005 --Cox Technologies, Inc. (COXT.OB) announced today that it filed Articles of Dissolution with the Secretary of State of North Carolina, to be effective January 17, 2005. At the close of business on January 17, 2005, the company will close its stock transfer books and discontinue recording transfers of its common stock. Thereafter, certificates representing the common stock will not be assignable or transferable on the books of the company. Any liquidating distributions made by the company will be made solely to the shareholders of record at the final record date, which is the close of business on January 17, 2005. The company also announced that its board of directors has approved an initial cash distribution to its shareholders out of the proceeds of the sale of substantially all of its assets to Sensitech Inc. The company will make an initial distribution to each shareholder of record as of the close of business on January 17, 2005 of $0.14 for each share of Cox Technologies common stock held as of such record date. Cox Technologies will initiate the distribution upon finalization of the January 17, 2005 record of shareholders which is expected to be within a few days of the record date. Since the Asset Sale to Sensitech, Cox Technologies has been taking the necessary steps to liquidate and convert the remaining non-cash assets of the Company to cash and to pay the liabilities and obligations of the Company. As of December 31, 2004, the company reported net assets in liquidation of approximately $6,152,614, or approximately $0.16 per share. The aggregate amount of the $0.14 per share cash distribution will be $5,343,390.78. In lieu of satisfying all of its liabilities and obligations prior to making the initial distribution to Cox Technologies' shareholders, the company has retained approximately $1,752,000 to provide for satisfaction of its liabilities and obligations. After the liabilities, expenses and obligations have been satisfied in full, Cox Technologies will distribute to its shareholders any remaining portion of the cash reserve. Management's current estimate is that the cumulative distribution will be in a range from $0.16 to $0.17 per common share, in the form of the initial distribution in the amount of $0.14 per share and one or more subsequent distributions estimated to be in the range of $0.02 to $0.03 per share. Forward Looking Statements. This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning the proposed liquidating distribution and future liquidating distributions are forward looking statements within the meaning of the Safe Harbor. These statements are based on management's current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ materially from those described herein include, without limitation the following" our board of directors could elect to postpone the announced liquidating distribution for any reason; the precise nature, amount and timing of any distributions to shareholders will depend on and could be delayed by, among other things, claim settlements with creditors or other third parties, and unexpected or greater than expected expenses; our shareholders could be liable to our creditors up to the amount of any liquidating distributions received in the event we fail to create an adequate contingency reserve to satisfy all creditors' claims against us. In addition to the other factors mentioned in this press release, we urge you to consider the risk factors and other information contained in our Proxy Statement dated March 15, 2004. We undertake no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. About Cox Technologies On April 16, 2004, Cox Technologies sold substantially all of its assets to Sensitech, for cash and is currently engaged in the process of orderly liquidation of its remaining assets, the winding up of its business and operations, and the dissolution of the Company. -----END PRIVACY-ENHANCED MESSAGE-----