As filed with the Securities and Exchange Commission on September 11, 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 11, 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 (IRS Employer
incorporation) File 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.
On September 11, 2003, the United States Bankruptcy Court for the
Southern District of New York entered an order approving the motion of Actrade
Financial Technologies Ltd. and one of its domestic subsidiaries (collectively,
the "Company") under Section 363 of the U.S. Bankruptcy Code to allow the sale
of certain intellectual property assets of the Company, including the Company's
patent, patent applications and trademarks to The CIT Group/Commercial Services,
Inc. for $200,000.
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 possibility of restatements of documents previously filed by the
Company with the 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
Reports on Form 8-K dated May 13, 2003 and June 24, 2002; 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 collect on all its outstanding
receivables; 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of
September 11, 2003, by and among the Company
and The CIT Group/Commercial Services, Inc.
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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/ John Fioretti
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Name: John Fioretti
Title: Chief Restructuring Officer
Dated: September 11, 2003
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EXHIBIT INDEX
Exhibit Description
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2.1 Asset Purchase Agreement, dated as of September 11, 2003,
by and among the Company and The CIT Group/Commercial
Services, Inc.