As filed with the Securities and Exchange Commission on September 26, 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): September 25, 2003
ACTRADE FINANCIAL TECHNOLOGIES LTD.
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(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 5.
OTHER EVENTS AND REGULATION FD DISCLOSURE.
As previously disclosed by Actrade Financial Technologies Ltd.
(the "Company") on a Form 8-K dated September 3, 2003, the Company received a
letter (the "Letter"), from persons purportedly holding more than twenty percent
(20%) of the Company's outstanding capital stock, requesting a special meeting
of the shareholders of the Company and requesting that the Secretary of the
Company fix and notice the date for such a meeting. The By-laws of the Company
provide that such a meeting may be called in the event at least one-fifth of the
votes which all stockholders are entitled to cast at the particular meeting make
such a request.
One of the signatories to the Letter has now withdrawn its
request for a shareholder meeting, thereby reducing the percentage of
shareholders requesting a meeting to below the one-fifth threshold set forth in
the Company's By-laws. Accordingly, the Company will take no further action in
respect of the request contained in the Letter.
Separately, on September 25, 2003 the Company and one of its
direct U.S. subsidiaries, Actrade Capital Inc. ("Capital"), filed a joint
chapter 11 plan and related disclosure statement which in general provides for a
distribution of the Company's and Capital's assets to creditors and
shareholders. No assurance can be given that the chapter 11 plan will be
accepted by the creditors or equity holders of the Company and Capital or
approved by the bankruptcy court. Copies of the chapter 11 plan and disclosure
statement are filed as Exhibits 2.1 and 2.2 hereto.
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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2.1 Chapter 11 Plan dated September 25, 2003
2.2 Disclosure Statement dated September 25,
2003
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SIGNATURES
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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/ John Fioretti
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Name: John Fioretti
Title: Chief Restructuring Officer
Dated: September 25, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Chapter 11 Plan dated September 25, 2003
2.2 Disclosure Statement dated September 25, 2003