UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 20, 2007
CVD EQUIPMENT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation or Organization)
1-16525 11-2621692
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(Commission File Number) (IRS Employer Identification No.)
1860 Smithtown Ave., Ronkonkoma, New York 11779
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(Address of Principal Executive Offices, Including Zip Code)
(631) 981-7081
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 20, 2007, CVD Equipment Corporation (the "Registrant")
transferred the listing of its common stock from the American Stock Exchange to
The NASDAQ Capital Market effective upon the opening of the market. A copy of
the press release issued by the Registrant concerning the foregoing information
is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On September 20, 2007, the Registrant announced that it has priced its
previously announced public offering of 1,200,000 shares of common stock at
$4.75 per share. The shares are expected to be delivered to the underwriter on
September 25, 2007. A copy of the press release issued by the Registrant
concerning the foregoing information is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference.
The information contained herein and in the accompanying exhibit shall not
be incorporated by reference into any filing of the Registrant, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference to
such filing. The information in this report, including the exhibit hereto, shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated September 20, 2007.
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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.
CVD EQUIPMENT CORPORATION
Date: September 20, 2007 /s/ Leonard A. Rosenbaum
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Name: Leonard A. Rosenbaum
Title: Chief Executive Officer and
President
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CVD Equipment Corporation Prices Public Offering of Common Stock; Switches
Listing to NASDAQ Capital Market
CVD Equipment Corporation (AMEX: CVV - News), a designer and manufacturer of
standard and custom state-of-the-art equipment used in the development, design
and manufacture of advanced electronic components, materials and coatings for
research and industrial applications, announced today that it has priced its
previously announced public offering of 1,200,000 shares of common stock at
$4.75 per share. The shares are expected to be delivered on September 25, 2007.
The Company has granted the underwriter for the offering, Collins Stewart LLC
(formerly C.E. Unterberg, Towbin, LLC), a 30-day option to purchase up to an
additional 180,000 shares of the Company's common stock at the public offering
price. The net proceeds from the offering will be approximately $5.3 million, or
approximately $6.1million if the underwriters fully exercise their
over-allotment option. CVD Equipment Corporation intends to use the proceeds
from the offering for general corporate purposes, including, but not limited to,
possible future product development efforts, acquisitions, or strategic
alliances.
Collins Stewart LLC (formerly C.E. Unterberg, Towbin, LLC), served as the
underwriter of the offering. The offering may be made only by means of a
Prospectus, copies of which may be obtained from Collins Stewart LLC, 350
Madison Avenue, New York, N.Y. 10017.
This disclosure does not constitute an offer to sell or the solicitation of an
offer to buy any of CVD Equipment Corporation's securities, nor will there be
any sale of these securities by CVD Equipment Corporation in any jurisdiction in
which the offer, solicitation or sale would be unlawful. A written prospectus
for the offering may be obtained by contacting the company.
In addition, effective upon the opening of the market on September 20, 2007, the
listing of CVD Equipment Corporation's common stock will be transferred from the
American Stock Exchange to the Nasdaq Capital Market. The Company will continue
to trade under the symbol CVV on the Nasdaq Capital Market.
About CVD Equipment Corporation
CVD Equipment Corporation (AMEX: CVV - News) is a designer and manufacturer of
standard and custom state-of-the-art equipment used in the development, design
and manufacture of advanced electronic components, materials and coatings for
research and industrial applications. We offer a broad range of chemical vapor
deposition, gas control, and other equipment that is used by our customers to
research, design and manufacture semiconductors, solar cells, carbon nanotubes,
nanowires, LEDs, MEMS, industrial coatings and equipment for surface mounting of
components onto printed circuit boards.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by CVD Equipment Corporation) contains statements
that are forward-looking. All statements other than statements of historical
fact are hereby identified as "forward-looking statements," as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such forward
looking information involves a number of known and unknown risks and
uncertainties that could cause actual results to differ materially from those
discussed or anticipated by management. Potential risks and uncertainties
include, among other factors, industry specific and general business conditions,
competitive market conditions, success of CVD Equipment Corporation's growth and
sales strategies, the possibility of customer changes in delivery schedules,
cancellation of orders, potential delays in product shipments, delays in
obtaining inventory parts from suppliers, failure to satisfy customer acceptance
requirements and other risk factors described in CVD Equipment Corporation's SEC
filings. All forward-looking statements are based on management's estimates,
projections and assumptions as of the date hereof and CVD Equipment Corporation
assumes no obligation to update this press release.
For further information Contact: CVD Equipment Corporation, Karen Hamberg,
Phone:631 981-7081, Fax: 631 981-7095 or email: info@cvdequipment.com
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