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): April 8, 2003
CRYO-CELL INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23386 22-3023093
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3165 McMullen Booth Road
Building #B 33761
Clearwater, Florida
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 727-723-0333
ITEM 12. Results of Operation and Financial Condition.
On April 15, 2003, the Company issued a press release announcing the
filing of Form 12b-25 with respect to its 10-QSB and preliminary range of
results for the quarter ended February 28, 2003, as well as, prior periods, as a
result of an evaluation of certain revenue recognition accounting policies. A
copy of the press release is filed herewith as Exhibit 99.1.
ITEM 5. Other Events.
On April 15, 2003, the Company issued a press release announcing the
appointment of the Company's Chairman, Mercedes Walton, as the interim Chief
Executive Officer to replace John Hargiss, who resigned as CEO, President and a
director on April 8, 2003. The appointment of Beth Houghton as interim President
and Chief Operating Officer was also announced. A copy of the press release is
filed herewith as Exhibit 99.1.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
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See Exhibit No. 99.1.
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SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS
This Form 8-K, may contain statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act, as amended
and Section 21E of the Securities Exchange Act of 1934. The terms "CRYO-CELL
International, Inc. ," "CRYO-CELL" "Company," "we," "our" and "us" refer to
CRYO-CELL International, Inc. The words "expect," "believe," "goal," "plan,"
"intend," "estimate" and similar expressions and variations thereof, if used,
are intended to specifically identify forward-looking statements. Those
statements appear in a number of places in this Form 8-K and include statements
regarding the intent, belief or current expectations of the Company, its
directors or its officers with respect to, among other things:
(i) our strategic transformation and expense reductions efforts
toward the goal of profitability and rebuilding shareholder
value;
(ii) our range of revenue and earnings for the current and prior
periods;
(iii) our revenue sharing agreements and annual storage fees revenue;
(iv) our filing of Form 10-QSB for the quarter ended February 28,
2003; and
(v) our evaluation of the revenue recognized pursuant to the
revenue sharing agreements and storage fees.
Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following:
(i) any material change to our previously reported financial
results resulting from the evaluation by the Company and its
auditors and SEC guidance;
(ii) any inability to achieve profitability and increase
shareholder value;
(iii) any inability to successfully reduce expenses;
(iv) the additional costs associated with any revisions to our
financial results;
(v) the inability of the Company to maintain its listing on the
Nasdaq Small Cap market as a result of the inability to timely
file Form 10-QSB;
(vi) and other factors set forth from time to time in the Company's
reports, including but not limited to the Company's Form
10-KSB.
We undertake no obligation to publicly update or revise the forward
looking statements made in this Form 8-K to reflect events or circumstances
after the date of this Form 8-K or to reflect the occurrence of unanticipated
events.
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SIGNATURE
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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.
CRYO-CELL INTERNATIONAL, INC.
By: /s/ Mercedes Walton
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Mercedes Walton
Its: Interim Chief Executive Officer
Dated: April 21, 2003
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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99.1 Press Release dated April 15, 2003.
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