8-K 1 g80444e8vk.txt FRISBY TECHNOLOGIES, INC. 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 JANUARY 16, 2003 Commission file number: 1-14005 (Date of earliest event reported) FRISBY TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 62-1411534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3195 CENTRE PARK BOULEVARD WINSTON-SALEM, NORTH CAROLINA 27107 (Address of principal executive offices) (Zip code) (336) 784-7754 (Registrant's telephone number, including area code) ITEM 3. BANKRUPTCY OR RECEIVERSHIP On January 16, 2003, Frisby Technologies, Inc., a Delaware corporation (the "Company" or the "Debtor" or the "Debtor-in-Possession") filed a voluntary petition for bankruptcy under Chapter 11 of the U. S. Bankruptcy Code in the United States Bankruptcy Court for the Middle District of North Carolina. Case number B-03-50158 C-11W was assigned. Pursuant to the bankruptcy filing, the Company and its subsidiary have remained in possession of their assets and properties, and their business and affairs will continue to be managed by the Company's directors and officers, including Mark D. Gillis, Chief Restructuring Officer for the Company, who on January 21, 2003 was designated by order of the court to perform on behalf of the Company all acts required to be performed according to the Bankruptcy Code, Bankruptcy Rules and Orders of the Court. ITEM 5. OTHER EVENTS On January 16, 2003, the United States Bankruptcy Court for the Middle District of North Carolina approved an order authorizing the Debtor-in-Possession to retain and employ Charles M. Ivey, III and the members of the law firm of Ivey, McClellan, Gatton and Talcott, LLP of Greensboro, NC on a general retainer as attorneys to advise and direct the Debtor-in Possession in the performance of its duties as such, and to assist the Debtor-in Possession generally in procedure, investigation, and other legal aspects in the administration of the estate which may arise therein with compensation to be fixed and paid as allowed by the Court. On January 17, 2003, the United States Bankruptcy Court for the Middle District of North Carolina approved an order authorizing the Debtor to enter into an assignment agreement with one of its suppliers. On January 17, 2003, the United States Bankruptcy Court for the Middle District of North Carolina approved an order providing for the Debtor's limited use of cash collateral and limited borrowings. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits The following exhibits are filed herewith: Exhibit No. Description of Exhibit 99.1 Press Release dated January 16, 2003 incorporated by reference to the Company's Form 8-K filed on January 27, 2003. SIGNATURE 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. Frisby Technologies, Inc. By: /s/ Mark D. Gillis ------------------------------ Mark D. Gillis Chief Restructuring Officer Date: January 31, 2003

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

January 14, 2003 (Date of earliest event reported) Commission file number: 1-14005

Frisby Technologies, Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 62-1411534 (I.R.S. Employer Identification No.)

3195 Centre Park Boulevard Winston-Salem, North Carolina 27107 (Address of principal executive offices) (Zip code)

(336) 784-7754 (Registrant’s telephone number, including area code)

Item 5. Other Events

On January 14, 2003, Frisby Technologies, Inc. issued a press release titled “Frisby Technologies, Inc. announces management changes.” The press release is filed herewith as Exhibit 99.1.

On January 16, 2003, Frisby Technologies, Inc. issued a press release titled “Frisby Technologies, Inc. files voluntary petition for chapter 11 reorganization.” The press release is filed herewith as Exhibit 99.2.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable

(b) Not applicable

The following exhibits are filed herewith:

		Exhibit No.		Description of Exhibit
		99.1		Press Release dated January 14, 2003.
		99.2		Press Release dated January 16, 2003.

SIGNATURE

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.

	Frisby Technologies, Inc.
	By:	/s/ Mark D. Gillis
		Mark D. Gillis
		Chief Restructuring Officer
Date: January 27, 2003

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