8-K

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) January 22, 2003

Commission File Number 0-27744

PCD INC.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts                                                                                                    04-2604950

(State or Other Jurisdiction of                                                                     (I.R.S. Employer

Incorporation or Organization)                                                                    Identification Number)

2 Technology Drive

Centennial Park

Peabody, Massachusetts 01960-7977

(Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code: (978) 532-8800

ITEM 5. OTHER EVENTS.

          On January 22, 2003, the Company announced that it had received notification from the Nasdaq Stock Market, Inc., indicating that its securities would be delisted from The Nasdaq SmallCap Market at the opening of business on January 31, 2003. A copy of the release is attached as Exhibit 99.1 hereto.

          On January 17, 2003, the Company filed a Current Report on Form 8-K indicating that it had entered into an agreement with Fleet National Bank and its other Lenders extending the temporary waiver of certain Events of Default under its $44 million Senior Credit Facility through March 31, 2003. The Company is continuing discussions with its Lenders and financial advisors regarding a more permanent solution and is considering alternatives. Such alternatives are likely to be disadvantageous to the Company's stockholders.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

EXHIBIT
NUMBER

99.1                               Press Release, dated January 28, 2003, entitled "PCD Inc. Announces Receipt of NASDAQ Delisting Notice."

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.

PCD INC.

Registrant

DATED: January 28, 2003

By: /s/ John L. Dwight, Jr.
John L. Dwight, Jr.
Chairman of the Board, President
and Chief Executive Officer

EX-1

PCD INC. ANNOUNCES
RECEIPT OF NASDAQ DELISTING NOTICE

Peabody, MA, January 28, 2003 - PCD Inc. (NASDAQ: PCDI), a manufacturer of electronic connectors, today announced that it has received a Nasdaq Staff Determination from the Nasdaq Stock Market, Inc. indicating that the Company's common stock had not maintained a minimum market value of $1,000,000, as required by Nasdaq Marketplace Rule 4310(c)(7), for thirty consecutive trading days, and had not regained compliance during the 90 days provided under Nasdaq Marketplace Rule 4310(c)(8)(B).

As a result of the Company's inability to regain compliance in accordance with Nasdaq Marketplace Rule 4310(c)(8)(B), Nasdaq notified the Company that its securities would be delisted from the Nasdaq SmallCap Market at the opening of business on January 31, 2003. The Company anticipates that its common stock will be eligible to trade on the Over-the-Counter Bulletin Board (OTCBB) beginning on January 31, 2003 under the symbol PCDI.

The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter equity securities. Information regarding the OTCBB can be found at www.otcbb.com.

PCD Inc. stated that it does not intend to request review of Nasdaq's delisting decision as permitted by Nasdaq's rules.

Cautionary Statement:
Statements in this press release concerning the future results of operations, financial condition and business of PCD Inc. are "forward-looking" statements as defined in the Securities Act of 1933 and Securities Exchange Act of 1934. Investors are cautioned that the Company's actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the Company's operations and business environment, including the Company's ability to generate sufficient revenue to fund its working capital, capital expenditure and debt payment requirements, the company's ability to obtain waivers to the extent that it is unable to meet its debt covenants, fluctuations in demand for the Company's products and the like. The Company's most recent filings with the Securities and Exchange Commission, including Form 10-K, contain additional information concerning many of these risk factors, and copies of these filings are available from the Company upon request and without charge.

PCD Inc. (www.pcdinc.com) designs, manufactures and markets electronic connectors for use in integrated circuit ("IC") package interconnect applications, industrial equipment, and avionics. Electronic connectors are used in virtually all electronic systems, including data communications, telecommunications, computers and computer peripherals, industrial controls, automotive, avionics and test and measurement instrumentation. The Company markets more than 6,800 electronic connector products in three product categories, each targeting a specific market. These product categories are IC package interconnects, industrial interconnects, and avionic terminal blocks and sockets.

Contacts:

John L. Dwight, Jr.                                         John J. Sheehan III
Chief Executive Officer                                 Chief Financial Officer
PCD Inc.                                                         PCD Inc.
(978) 532-8800                                            (978) 532-8800