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): March 19, 2002 ODETICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-08762 95-2588496 - ------------------------------ ----------------- ------------------------------ (State or Other Jurisdiction (Commission File (IRS Employer Identification of Incorporation) Number) No.) 1515 South Manchester Avenue, Anaheim, California 92802 ------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (714) 774-5000 --------------- Not Applicable -------------------------------------------------- (Former Name or Former Address, if Changed since Last Report)
Item 5. Other Events On March 19, 2002, Odetics, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Exhibits (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99.1 Press Release dated March 19, 2002 of Odetics, Inc.
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 hereunto duly authorized. March 28, 2002 ODETICS, INC., a Delaware corporation By: /s/ Gregory A. Miner ------------------------------------ Gregory A. Miner Chief Executive Officer and Chief Financial Officer
EXHIBIT INDEX Exhibits Description - -------- ----------- 99.1 Press Release dated March 19, 2002
Exhibit 99.1 Odetics Appeals Nasdaq Notice Regarding Continued Listing ANAHEIM, CA -- March 19, 2002-- Odetics Inc. (NASDAQ: ODETA & ODETB) announced today that it has received a Nasdaq Staff Determination that it has not maintained compliance with the minimum net equity requirement for continued listing set forth in Marketplace Rule 4450(a)(3), and that its common stock is subject to de-listing from the Nasdaq National Market. Odetics has requested a hearing before a Nasdaq Listing Qualifications Panel to appeal the Staff Determination. Nasdaq is required to grant Odetics a hearing within 45 days of receiving the request, and Odetics listing status will not change until a final determination has been issued by the Panel following the hearing. Odetics is currently in compliance with all other continued listing requirements. There can be no assurance that the Panel will grant the company's request for continued listing on the Nasdaq National Market. About Odetics Odetics provides products and systems that employ information technology to control the use of public roadways, secure ingress and egress of public and private facilities, and secure the delivery of digital communications. Odetics Inc. is headquartered in Anaheim, California and may be contacted at 714-774-5000 or Odetics and the web sites of each of its subsidiaries at www.odetics.com. Important Notice This news release contains statements that may be deemed to be forward-looking. These forward-looking statements may include statements about revenue growth, profit margins, the effect of cost reduction measures, and other statements relating to the operating results of Odetics or its subsidiaries. Actual results could differ materially from those projected in the forward-looking statements as a result of risk factors such as: short product lives, technological shifts, current technical issues that cannot be resolved on a timely basis, component availability, competition (including new and directly competitive products from others), pricing pressures, incorrect assumptions regarding market demand, the significant uncertainty of market acceptance of new products by both distributors and end-user customers, unanticipated capital requirements, retention of key personnel, general economic conditions, the inability of the company to execute its strategy including the completion of both private and public equity financings of its subsidiaries, and other factors identified in the Odetics' Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Investors are strongly encouraged to review the risk factors set forth in the Odetics most recent SEC filings.