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): February 9, 2001
CHARLES & COLVARD, LTD.
(Exact name of Registrant as specified in its charter)
North Carolina 0-23329 56-0308470
(State or other jurisdiction of Commission File No.) (IRS Employer Identification No.)
incorporation or organization)
3800 Gateway Boulevard
Suite 310
Morrisville, North Carolina 27560
(Address of principal executive offices, including zip code)
(919) 468-0399
(Registrant's telephone number, including area code)
(Former name or Former Address if
Changed Since Last Report)
ITEM 5. Other Events.
On February 9, 2001, the Company announced the resignation of Mark W.
Hahn as chief financial officer, secretary and treasurer. A copy of the press
release issued by the Company is filed herewith as Exhibit 99.1 to this Current
Report on Form 8-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release dated February 9, 2001.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CHARLES & COLVARD, LTD.
Date: February 9, 2001 By: /s/ Robert S. Thomas
---------------------------------------
Robert S. Thomas
President and Chief Executive Officer
Exhibit 99.1
[CHARLES & COLVARD LOGO APPEARS HERE]
For Immediate Release Press Contact: Rick French, Richard French
& Associates: 919-832-6300
Investor contact: Bob Thomas, President &
CEO, Charles & Colvard, Ltd.: 919-468-0399
Charles & Colvard Announces
Management Change
MORRISVILLE, N.C., February 9, 2001 -- Charles & Colvard, Ltd. (Nasdaq: CTHR)
today announced the resignation of Mark W. Hahn as chief financial officer,
secretary and treasurer. Mr. Hahn will continue to serve through February 28,
2001 and has agreed to consult with Charles & Colvard on a part-time basis as
requested by the company thereafter. Mr. Hahn has accepted a position at a
privately held company.
Mr. Robert S. Thomas, president, CEO and a member of the Board of Directors,
said, "Charles & Colvard has begun its search for a new chief financial officer
and intends to retain an executive prior to Mark's departure to provide
financial and accounting services. Mark will be available to assist the company
in the consummation of its rights offering begun in January and in meeting its
other financing and accounting requirements. I have enjoyed working with him and
wish Mark the best in his new endeavors."
Dr. Frederick A. Russ, Chairman of the Board, said, "Charles & Colvard
appreciates Mark's dedicated service and his willingness to continue to assist
the company during its search for a new CFO and the subsequent transition."
As previously announced, the company has commenced an offering of its common
stock pursuant to nontransferable subscription rights. Shareholders who owned
shares of Charles & Colvard common stock on January 12, 2001, the record date,
received a basic subscription right to purchase one additional share of common
stock in the company at $1.00 per share for each share owned as of the record
date. The rights are exercisable until 5:00 p.m., Eastern Standard Time, on
February 14, 2001, the expiration date, unless extended. Under the terms of the
rights offering, shareholders have an over-subscription privilege to subscribe
for shares not subscribed for pursuant to the basic subscription rights. At the
commencement of the offering, directors, officers and other shareholders,
including Mr. Hahn, committed to purchase up to an aggregate of approximately
3.4 million shares which would provide the company with a minimum subscription
amount and gross proceeds of approximately $3.4 million pursuant to the
offering. To effect this commitment, these persons have individually agreed to
exercise all or part of their basic subscription privileges and subscribe for
additional shares pursuant to the corresponding over-subscription privilege.
Charles & Colvard
February 9, 2001
Page 2 of 2
This press release shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that State.
Charles & Colvard, based in the Research Triangle Park area of North Carolina,
became a public company in 1997. For more information, please access
www.moissanite.com.
This press release contains forward-looking statements that relate to the
company's future plans and objectives. These statements are subject to numerous
risks and uncertainties, including without limitation the limited operating
history upon which the company and its prospects can be evaluated, the need for
further development of the company's products, the company's reliance on Cree,
Inc. as a developer and supplier of silicon carbide crystals, the small size of
the current market for the company's products and uncertainty of market
acceptance and demand for such products in the future. These and other risks and
uncertainties, which are detailed in the company's filings with the SEC
including Forms 10-K and 10-Q, could cause actual results and developments to be
materially different from those expressed or implied by any of the
forward-looking statements included in this press release.
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