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 29, 2002
BRIGHTPOINT, INC.
--------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 0-23494 35-1778566
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
600 East 96th Street, Suite 575, Indianapolis, Indiana 46240
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 805-4100
--------------
---------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 29, 2002 Brightpoint, Inc. issued a press release in the form attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The Company
announced that it received a notice on April 29, 2002 from Nasdaq of the
Company's failure to comply with the U.S. $1.00 minimum bid price requirement
for continued listing on the Nasdaq National Market as set forth in Nasdaq
Marketplace Rule 4450(a)(5)(the "Rule"). Accordingly, the Company's common stock
is subject to delisting from the Nasdaq National Market if the Company cannot
demonstrate that it is in compliance with the Rule by July 29, 2002. The Company
believes that delisting from Nasdaq would have a material adverse affect on the
Company and therefore, it intends to take the actions it believes are necessary
to avoid the delisting of its common stock from the Nasdaq National Market. The
Company's Board of Directors has approved a 1 for 7 reverse split of its common
stock. The Company intends to submit the reverse split for approval by the
Company's stockholders at the Company's Annual Meeting of Stockholders currently
scheduled for June 26, 2002. If the Company's stockholders approve the reverse
split, the Company believes that it will be able to comply with the Rule which
should allow it to avoid delisting of its common stock. Additionally, if the
reverse split is effected, the Company would have approximately 8 million shares
of common stock issued and outstanding of 100 million shares of common stock
authorized.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a)-(b) Not Applicable
(c) Exhibits.
99.1 Brightpoint, Inc. Press Release dated April 29, 2002.
99.2 Cautionary Statements.
2
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 thereunto duly authorized.
BRIGHTPOINT, INC.
(Registrant)
By: /s/ Steven E. Fivel
------------------------------------
Steven E. Fivel
Executive Vice President and
General Counsel
Date: May 1, 2002
3