-----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, LJyLcU33vBggp2X7PWjnalQOgf/WZdn6TEhJEWDkPA7zHsTOrhM/I5po2Jja0+OM CBKuOP2qBHVXmKpbriDw0w== 0000921895-06-001812.txt : 20060814 0000921895-06-001812.hdr.sgml : 20060814 20060811180512 ACCESSION NUMBER: 0000921895-06-001812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060808 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVT CORP CENTRAL INDEX KEY: 0001012131 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 592787476 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20727 FILM NUMBER: 061026328 BUSINESS ADDRESS: STREET 1: 4350 INTERNATIONAL BLVD. CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7707170904 MAIL ADDRESS: STREET 1: 4350 INTERNATIONAL BLVD. CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: NOVOSTE CORP /FL/ DATE OF NAME CHANGE: 19960607 8-K 1 form8k06713_08082006.htm sec document


                                  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) August 8, 2006
                                                          --------------

                              --------------------

                                NOVT CORPORATION
                                ----------------
               (Exact name of registrant as specified in charter)


         FLORIDA                    0-20727                   59-2787476
         -------                    -------                   ----------
(State or other jurisdiction      (Commission                (IRS Employer
      of incorporation)            File Number)             Identification No.)


       560 South Winchester Blvd., Suite 500, San Jose, CA       95128
       ---------------------------------------------------------------
          (Address of Principal Executive Offices)           (Zip Code)


        Registrant's telephone number, including area code (408) 236-7517
                                                           --------------


- --------------------------------------------------------------------------------
          (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 August 8, 2006,  the Board of  Directors  of NOVT  Corporation  (the
"Company")  authorized  the  deregistration  of the  Company's  Common Stock and
Rights to Purchase  Series A  Participating  Preferred Stock with the Securities
and Exchange  Commission.  On August 11, 2006,  the Company filed a Form 15 with
the Securities and Exchange Commission deregistering its Common Stock and Rights
to Purchase Series A Participating  Preferred Stock and suspending its reporting
obligations under the Securities  Exchange Act of 1934, as amended.  The Company
presently  intends  to  continue  to  make  available  its  periodic   financial
information commencing with the period ending June 30, 2006. On August 11, 2006,
the Company issued a press release announcing the deregistration and the reasons
for taking such action.

         On August 11, 2006, the Company also issued a press release  announcing
financial results for the quarter ended June 30, 2006.



ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

       (d)    Exhibits

       99.1   Press release announcing deregistration, dated August 11, 2006.

       99.2   Press release announcing financial results, dated August 11, 2006.





                                   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.



                                    NOVT CORPORATION
                                       (Registrant)

Date:    August 11, 2006
                                    By:    /s/ John Quicke
                                        ----------------------------------------
                                    Name:  John Quicke
                                    Title: President and Chief Executive Officer



EX-99.1 2 ex991to8k06713_08082006.htm sec document


                                                                    Exhibit 99.1

       NOVT CORPORATION ANNOUNCES INTENTION TO DEREGISTER ITS COMMON STOCK
     AND RIGHTS TO PURCHASE SERIES A PARTICIPATING PREFERRED STOCK WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

         SAN JOSE, Ca.,  August 11  /PRNewswire-FirstCall/  -- NOVT  Corporation
(Pink Sheets:  NOVT.PK) today  announced that it intends to file a Form 15 today
with the Securities  and Exchange  Commission to deregister its Common Stock and
Rights to  Purchase  Series A  Participating  Preferred  Stock and  suspend  its
reporting  obligations  under the  Securities  Exchange Act of 1934. The Company
expects the  deregistration  to become  effective within ninety (90) days of the
filing with the SEC.

         As a result of the filing of the Form 15, the  Company's  obligation to
file with the SEC certain reports and forms, including Forms 10-K, 10-Q and 8-K,
will  immediately  cease.  The  Company  presently  intends to  continue to make
available its periodic financial  information  commencing with the period ending
June 30, 2006. The Company's Common Stock will continue to be traded on the Pink
Sheets.

         The   Company's   Board  of   Directors   determined,   after   careful
consideration,  that  deregistering  is in the  overall  best  interests  of the
Company's  stockholders.  Several  factors  were  considered  by  the  Board  of
Directors in making this decision, including the following:

o         The elimination of disproportionately  large costs associated with the
          preparation  and filing of the  Company's  periodic  reports and other
          filings with the SEC;

o         The  elimination  of substantial  increases in legal,  audit and other
          costs  associated  with  being  a  public  company  in  light  of  new
          regulations  promulgated as a result of the Sarbanes-Oxley Act of 2002
          and the SEC rules thereunder;

o         The  nature and extent of  current  trading  in the  Company's  Common
          Stock, which is limited;

o         The  concentration of stock ownership in relatively few holders of the
          Company's Common Stock; and

o         The lack of analysts' coverage and minimal liquidity for the Company's
          Common Stock.

         The Company's  stockholder  rights plan, which limits the stockholders'
ability  to own in  excess of 4.9% of the  Company's  outstanding  Common  Stock
pursuant to the Amended and Restated  Rights  Agreement  between the Company and
American  Stock  Transfer  & Trust  Company,  will  remain in  effect  after the
deregistration has been deemed effective.




ABOUT NOVT CORPORATION

On March 9, 2006, NOVT completed the sale of substantially all the assets of its
vascular  brachytherapy  business.  NOVT's  strategic  plan is to  redeploy  its
existing  resources  to identify  and acquire new  business  operations.  NOVT's
redeployment  strategy  will involve the  acquisition  of one or more  operating
businesses  with existing or  prospective  taxable  earnings.  This strategy may
allow NOVT to realize  future cash flow  benefits  from its net  operating  loss
carry-forwards ("NOLs"). In connection with the redeployment strategy, NOVT from
time to time may review  potential  acquisitions,  conduct due diligence,  enter
into letters of intent or similar  agreements  or otherwise  evaluate  potential
acquisitions,  and  if it  deems  advisable,  negotiate  definitive  acquisition
agreements.  No  assurance  can be given  that the  Company  will find  suitable
candidates,  and if it does,  that it will be able to utilize its existing NOLs.
NOVT's  common  stock is  currently  traded in the Pink Sheets  under the symbol
NOVT.PK.  For  general  company  information,  please  visit  NOVT's  website at
NOVTCorporation.com.

SAFE HARBOR WARNING

Forward-looking  statements  in this  press  release  are made  pursuant  to the
provisions of Section 21E of the Securities Exchange Act of 1934.  Investors are
cautioned  that  statements  in this  press  release,  which  are  not  strictly
historical statements,  constitute forward-looking statements. Actual results or
events  could  differ  materially  from  those  anticipated  in  forward-looking
statements.  These  risks and  uncertainties  include the  Company's  ability to
succeed in its redeployment  strategy,  as well as risks and uncertainties  that
are set forth from time to time in the  Company's  SEC  reports,  including  its
Annual  Report  on Form  10-K  for the  year  ended  December  31,  2005 and its
Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006. The Company
disclaims  any  obligation to publicly  update or revise any such  statements to
reflect  any  change in the  Company's  expectations  or events,  conditions  or
circumstances  on which any such statement may be based,  or that may affect the
likelihood  that  actual  results  will  differ  from  those  set  forth  in the
forward-looking statements.

SOURCE:  NOVT Corporation

08/11/2006

CONTACT:  Terry Gibson of NOVT Corporation, +1-408-236-7517/

(NOVT.PK)




EX-99.2 3 ex992to8k06713_08082006.htm sec document

                                                                    Exhibit 99.2

                  NOVT CORPORATION ANNOUNCES FINANCIAL RESULTS
                       FOR THE QUARTER ENDED JUNE 30, 2006

         SAN JOSE, Ca.,  August 11  /PRNewswire-FirstCall/  -- NOVT  Corporation
(Pink Sheets:  NOVT.PK) today announced a net loss of $499,000 or $0.12 loss per
share for the three  months  ended June 30,  2006,  as compared to a net loss of
$2,580,000 or $0.63 loss per share for the three months ended June 30, 2005.

                                     NOVT Corporation
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                      (in thousands)

                                                       June 30, 2006          December 31,
                                                        (Unaudited)             2005 (1)
                                                       ----------------------------------

ASSETS
Current assets:
  Cash and cash equivalents                             $   7,522              $  10,449
  Restricted cash                                            --                    1,864
  Short-term investments                                     --                      349
  Accounts receivable and other receivable                    824                    476
  Inventory, net                                             --                       19
  Assets held for sale                                       --                      419
  Prepaid expenses and other current assets                   159                    431
                                                        ---------              ---------
Total current assets                                        8,505                 14,007
Property and equipment, net                                  --                       81
                                                        ---------              ---------
                                                        $   8,505              $  14,088
                                                        =========              =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $     270              $     571
  Accrued expenses                                          1,141                  2,862
  Unearned revenue                                           --                      367
                                                        ---------              ---------
Total current liabilities                                   1,411                  3,800

Stockholders' equity:
  Common stock                                                 41                     41
  Additional paid-in capital                              187,980                187,971
  Accumulated other comprehensive loss                         (6)                  --
  Accumulated deficit                                    (180,749)              (177,552)
  Treasury stock, at cost, 10,733 shares                     (172)                  (172)
                                                        ---------              ---------
Total stockholders' equity                                  7,094                 10,288
                                                        =========              =========
                                                        $   8,505              $  14,088
                                                        =========              =========

(1) Amounts are derived from the December 31, 2005 audited financial statements.




                                            NOVT Corporation
                             UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (in thousands, except per share data)

                                                          Six months ended          Six months ended
                                                              June 30,                   June 30,
                                                          2006         2005         2006        2005
                                                       ----------------------     ---------------------

Net sales                                               $   --       $  2,299     $    406     $  5,712

Cost of sales                                               --            895          411        5,014
                                                        --------     --------     --------     --------

Gross margin (loss)                                         --          1,404           (5)         698

Operating expenses:
  Research and development                                  --            102           55          536
  Sales and marketing                                       --            938          321        3,640
  General and administrative                                 589        3,105        3,655        5,982
                                                        --------     --------     --------     --------
Total operating expenses                                     589        4,145        4,031       10,158
                                                        --------     --------     --------     --------

Loss from operations                                        (589)      (2,741)      (4,036)      (9,460)

Interest income and other                                     90          161          836          325
                                                        --------     --------     --------     --------

Net loss                                                $   (499)    $ (2,580)    $ (3,200)    $ (9,135)
                                                        ========     ========     ========     ========

Basic and diluted net loss per share                    $  (0.12)    $  (0.63)    $  (0.78)    $  (2.24)
                                                        ========     ========     ========     ========

Shares used in computing basic and diluted net
income (loss) per share                                    4,084        4,084        4,084        4,084
                                                        ========     ========     ========     ========




ABOUT NOVT CORPORATION

On March 9, 2006, NOVT completed the sale of substantially all the assets of its
vascular  brachytherapy  business.  NOVT's  strategic  plan is to  redeploy  its
existing  resources  to identify  and acquire new  business  operations.  NOVT's
redeployment  strategy  will involve the  acquisition  of one or more  operating
businesses  with existing or  prospective  taxable  earnings.  This strategy may
allow NOVT to realize  future cash flow  benefits  from its net  operating  loss
carry-forwards ("NOLs"). In connection with the redeployment strategy, NOVT from
time to time may review  potential  acquisitions,  conduct due diligence,  enter
into letters of intent or similar  agreements  or otherwise  evaluate  potential
acquisitions,  and  if it  deems  advisable,  negotiate  definitive  acquisition
agreements.  No  assurance  can be given  that the  Company  will find  suitable
candidates,  and if it does,  that it will be able to utilize its existing NOLs.
NOVT's  common  stock is  currently  traded in the Pink Sheets  under the symbol
NOVT.PK.  For  general  company  information,  please  visit  NOVT's  website at
NOVTCorporation.com.

SAFE HARBOR WARNING

Forward-looking  statements  in this  press  release  are made  pursuant  to the
provisions of Section 21E of the Securities Exchange Act of 1934.  Investors are
cautioned  that  statements  in this  press  release,  which  are  not  strictly
historical statements,  constitute forward-looking statements. Actual results or
events  could  differ  materially  from  those  anticipated  in  forward-looking
statements.  These  risks and  uncertainties  include the  Company's  ability to
succeed in its redeployment  strategy,  as well as risks and uncertainties  that
are set forth from time to time in the  Company's  SEC  reports,  including  its
Annual  Report  on Form  10-K  for the  year  ended  December  31,  2005 and its
Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006. The Company
disclaims  any  obligation to publicly  update or revise any such  statements to
reflect  any  change in the  Company's  expectations  or events,  conditions  or
circumstances  on which any such statement may be based,  or that may affect the
likelihood  that  actual  results  will  differ  from  those  set  forth  in the
forward-looking statements.

SOURCE:  NOVT Corporation

08/11/2006

CONTACT:  Terry Gibson of NOVT Corporation, +1-408-236-7517/

(NOVT.PK)


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