As filed with the Securities and Exchange Commission on June 10, 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): June 10, 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
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99.1 Press Release, dated June 10, 2003, issued
by Actrade Financial Technologies Ltd.
ITEM 9. REGULATION FD DISCLOSURE.
On June 10, 2003, Actrade Financial Technologies Ltd. (the
"Company") issued the press release attached as Exhibit 99.1 to this report,
which is incorporated by reference into this Item 9.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this press release
constitutes forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995. Actual
results or events 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 Company's December 12, 2002 and subsequent press
releases. Other factors that may cause results or events to differ materially
from those indicated by such forward-looking statements include, but are not
limited to: uncertainties regarding the
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possibility of restatements of documents previously filed by the Company with
the United States Securities and Exchange Commission (the "SEC"), including
restatements of the Company's financial statements; uncertainties regarding the
ability of the Company to finalize a pending settlement of the obligations of
certain bankrupt customers of the Company and the Taiwanese parent corporation
of certain of those customers, as well as the Company's claims under certain
related surety bonds, all as more fully described in the Company's Current
Report on Form 8-K dated May 13, 2003; additional facts found by the Company in
connection with the issues that are the subject of an internal evaluation;
uncertainties regarding the Company's Chapter 11 bankruptcy process;
uncertainties regarding the Company's ability to be successful in pursuing a
sale transaction, the Company's ability to find a qualified buyer, or that a
sale will actually increase creditor or stockholder value; uncertainties
regarding the Company's ability to collect on all its outstanding receivables as
they come due; 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. Additional risks
and uncertainties in connection with a sale transaction include, without
limitation, material contingencies provided for in a sale transaction, amendment
of the terms of, delay in implementation of or termination of any transaction
agreement and the Company's ability to retain key employees during the sale
transaction process. 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: June 10, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated June 10, 2003, issued by Actrade
Financial Technologies Ltd.