As filed with the Securities and Exchange Commission on March 18, 2003
UNITED STATES
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): March 17, 2003
ACTRADE FINANCIAL TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 0-18711 13-3437739
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 563-1036
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Actrade Financial Technologies Ltd. Monthly
Operating Statement for the period February
1, 2003 through February 28, 2003
99.2 Actrade Capital, Inc. Monthly Operating
Statement for the period February 1, 2003
through February 28, 2003
ITEM 9. REGULATION FD DISCLOSURE.
On March 17, 2003, Actrade Financial Technologies Ltd. (the
"Company") and one of its direct U.S. subsidiaries, Actrade Capital, Inc.
("Capital"), each filed a monthly operating statement for the period February 1,
2003 through February 28, 2003 (together, the "Operating Reports") with the
United States Bankruptcy Court for the Southern District of New York. A copy of
the Operating Reports are filed as Exhibits 99.1 and 99.2 hereto and
incorporated by reference herein.
LIMITATION ON INCORPORATION BY REFERENCE
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 9 shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing. The information set forth in this Item 9 will not be deemed an
admission as to the materiality of any information required to be disclosed
solely to satisfy the requirements of Regulation FD.
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CAUTIONARY STATEMENT REGARDING FINANCIAL AND OPERATING DATA
The Company cautions readers not to place undue reliance upon
the information contained in the Operating Reports. The Operating Reports
contain financial statements and other financial information that has not been
audited by independent accountants and may be subject to future revision,
reconciliation and adjustment. The Operating Reports are in a format prescribed
by applicable bankruptcy laws and should not be used for investment purposes.
The Operating Reports contain information for periods different from those
required in the Company's reports pursuant to the Exchange Act, and that
information might not be indicative of the Company's or Capital's financial
condition or operating results for the period that would be reflected in the
Company's or Capital's financial statements or in the Company's reports pursuant
to the Exchange Act. Results set forth in the Operating Reports should not be
viewed as indicative of future results.
In addition, it should be noted that (a) the Company has not
completed its financial statements as of or for the fiscal year ended June 30,
2002, or received its independent public accountants' report thereon or filed
with the Securities and Exchange Commission (the "Commission") its Annual Report
on Form 10-K for the year ended June 30, 2002, (b) the Company's independent
public accountants, Deloitte & Touche LLP, suspended their auditing work on the
Company's financial statements for the fiscal year ended June 30, 2002, (c) the
Company has not yet completed its financial statements as of and for the three
months ended September 30, 2002 or December 31, 2002, or filed with the
Commission its Quarterly Report on Form 10-Q for the quarters ended September
30, 2002 or December 31, 2002 and (d) as stated in the Company's December 12,
2002 press release (the "December 12 Release"), the Company's historical
financial statements and SEC filings should not, at this time, be relied upon.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this Form 8-K and the
Operating Reports constitutes forward-looking statements for purposes of the
safe harbor provisions of The Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by such
forward-looking statements as a result of risks and uncertainties due to the
Company's pending litigation and ongoing internal evaluation and regulatory and
law enforcement investigations, each as described in the Company's recent press
releases, including the December 12 Release. Other factors that may cause events
to differ materially from those indicated by such forward-looking statements
include, but are not limited to: uncertainties regarding the possibility of
restatements of documents previously filed by the Company with the SEC,
including restatements of the Company's financial statements; uncertainties
regarding the Company's ability to collect under the defaulted TADs and bills of
exchange described in the December 12 Release and subsequent press releases
dated December 16, 2002 and January 2, 2003; uncertainties regarding the
Company's ability to collect under the surety bonds issued in respect of the
defaulted TADS described in the December 12 Release and a subsequent press
release dated January 2, 2003; additional facts found by the Company in
connection with the issues that are the subject of its internal evaluation;
uncertainties regarding the Company's Chapter 11 bankruptcy process;
uncertainties regarding the
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Company's ability to obtain continued financing for its operations; and those
factors discussed in the Company's Form 10-Q for the quarter ending March 31,
2002, which is on file with the SEC. In addition, any forward-looking statements
represent our estimates only as of today and should not be relied upon as
representing our estimates as of any subsequent date. While we may elect to
update forward-looking statements at some point in the future, we specifically
disclaim any obligation to do so, even if our estimates change.
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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.
ACTRADE FINANCIAL TECHNOLOGIES LTD.
By: /s/ Richard McCormick
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Name: Richard McCormick
Title: Chief Executive Officer
Dated: March 18, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Actrade Financial Technologies Ltd. Monthly Operating
Statement for the period February 1, 2003 through
February 28, 2003
99.2 Actrade Capital, Inc. Monthly Operating Statement for
the period February 1, 2003 through February 28, 2003