8-K
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) December 16,
2007
(Exact
Name of Registrant as Specified in Its Charter)
|
Pennsylvania
|
001-03315
|
23-0991870
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
|
Identification
No.)
|
|
Seventy
Five Rockefeller Plaza, 16th
Floor,
|
|
|
New
York, NY
|
10019
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code
|
(212)
265-7013
|
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):
| o |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
ITEM
7.01 REGULATION FD DISCLOSURE
Operating
Report
On
December 16, 2007, PubliCARD, Inc. (“PubliCARD”, the “Debtor” or the “Company”)
filed its unaudited Monthly Operating Report for the month ended November 30,
2007 (the “Monthly Operating Report”) with the United States Bankruptcy Court
for the Southern District of New York (the “Court”) (In re PubliCARD, Inc., Case
No. 07-11517). Exhibits 99.1 to this Current Report on Form 8-K contain the
unaudited Monthly Operating Reports as filed with the Court.
The
Monthly Operating Report is limited in scope, covers a limited time period,
and
has been prepared solely for the purpose of complying with the monthly reporting
requirements of the Court. The Company’s subsidiaries have not filed for
bankruptcy protection, and financial information regarding such subsidiaries
is
not part of the consolidated group included in the Monthly Operating Report.
The
financial information in the Monthly Operating Report is preliminary and
unaudited and does not purport to show the financial statements of the Debtor
in
accordance with accounting principles generally accepted in the United States
of
America (“GAAP”), and therefore may exclude items required by GAAP, such as
certain reclassifications, eliminations, accruals, and disclosure items. The
Company cautions readers not to place undue reliance upon the Monthly Operating
Report. There can be no assurance that such information is complete. The Monthly
Operating Report may be subject to revision. The Monthly Operating Report is
in
a format required by the U.S. Bankruptcy Code (“Bankruptcy Code”) and should not
be used for investment purposes. The information in the Monthly Operating Report
should not be viewed as indicative of future results.
Limitation
on Incorporation by Reference
The
Monthly Operating Report is being furnished for informational purposes only
and
is not deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended. Registration statements or other
documents filed with the U.S. Securities and Exchange Commission (“SEC”) shall
not incorporate the Monthly Operating Report or any other information set forth
in this Current Report on Form 8-K by reference, except as otherwise expressly
stated in such filing. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K, including the exhibits being filed as part of this
report, as well as other statements made by PubliCARD may contain
forward-looking statements that reflect, when made, the Company’s current views
with respect to current events and financial performance. Such forward-looking
statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the Company’s operations and business
environment which may cause the actual results of the Company to be materially
different from any future results, express or implied, by such forward-looking
statements. In some cases, you can identify these statements by forward-looking
words such as “may,” “might,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,”
the negative of these terms and other comparable terminology. Factors that
could
cause actual results to differ materially from these forward-looking statements
include, but are not limited to, the following: the ability of the Company
to
continue as a going concern; the terms of any reorganization plan ultimately
confirmed; the Company’s ability to obtain Court approval with respect to
motions in the chapter 11 cases prosecuted by it from time to time; the ability
of the Company to develop, prosecute, confirm and consummate one or more plans
of reorganization with respect to the chapter 11 case; risks associated with
third parties seeking and obtaining Court approval to terminate or shorten
the
exclusivity period for the Company to propose and confirm one or more plans
of
reorganization, for the appointment of a chapter 11 trustee or to convert the
case into a chapter 7 case; the ability of the Company to obtain and maintain
normal terms with vendors and service providers; the Company’s ability to
maintain contracts that are critical to its operations; the potential adverse
impact of the chapter 11 case on the Company’s liquidity or results of
operations; the ability of the Company to fund and execute a business plan
and
to do so in a timely manner and the ability of the Company to attract, motivate
and/or retain key executives and associates. Additional factors that could
affect future results are identified in the Annual Report on Form 10-K for
the
year ended December 31, 2006 filed with the SEC.
PubliCARD
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events and/or
otherwise. Similarly, these and other factors, including the terms of any
reorganization plan ultimately confirmed, can affect the value of the Company’s
various prepetition liabilities, common stock and/or other equity securities.
A
plan of reorganization could result in holders of PubliCARD’s common stock
receiving no distribution on account of their interest and cancellation of
their
interests. In addition, under certain conditions specified in the Bankruptcy
Code, a plan of reorganization may be confirmed notwithstanding its rejection
by
an impaired class of creditors or equity holders and notwithstanding the fact
that equity holders do not receive or retain property on account of their equity
interests under the plan. In light of the foregoing, the Company considers
the
value of the common stock to be highly speculative and cautions equity holders
that the stock may ultimately be determined to have no value. Accordingly,
the
Company urges that appropriate caution be exercised with respect to existing
and
future investments in PubliCARD’s common stock or other equity interests or any
claims relating to prepetition liabilities.
Item
9.01. Financial Statements and Exhibits.
|
|
99.1 |
PubliCARD
Inc.’s Monthly Operating Report for the Month Ended November 30,
2007.
|
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.
PubliCARD,
Inc.
Registrant
Date:
December 16, 2007
Joseph
E.
Sarachek, President, Chief
Executive Officer
EXHIBIT
INDEX
| 99.1 |
PubliCARD
Inc.’s Monthly Operating Report for the Month Ended November 30,
2007.
|