WAVE 8k...
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) -- JUNE 4, 2003
NUWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28606 22-3387630
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
ONE PASSAIC AVENUE, FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices, including Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE -- (973) 882-8810
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND FD DISCLOSURE.
On June 4, 2003, NUWAVE Technologies, Inc., a Delaware corporation (the
"Company"), posted on its Web site a letter addressed to its Shareholders
and Members of the Investment Community, a copy of which is attached hereto
as Exhibit 99.1, providing an update of marketing efforts of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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99.1 Letter addressed to the Company's Shareholders and Members
of the Investment Community, posted on Company's Web site
June 4, 2003.
2
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.
NUWAVE TECHNOLOGIES, INC.
By: /s/ Jeremiah F. O'Brien
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Name: Jeremiah F. O'Brien
Title: Chief Financial Officer
and Corporate Secretary
Dated: June 4, 2003
3
EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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99.1 Letter addressed to the Company's Shareholders and Members
of the Investment Community, posted on the Company's Web site
June 4, 2003.
Dear Shareholders and Members of the Investment Community,
This is to provide you with an update on the progress that we are making at
NUWAVE.
We have always considered our video enhancement technology to be a breakout
technology and I believe this year we are going to see important results that
will ultimately lead to high consumer demand. Our ultimate goal is that our
technology will become part of consumers' daily lives because it will be in
products they use every day. NUWAVE is positioned to grow in the huge consumer
electronics market, where there are over 125 million products imported to the
United States annually in the consumer video category. Potentially we can have
our "NUWAVE Enabled" chip in every one of those products. So that represents
quite a huge opportunity.
Think of NUWAVE as being very much like Dolby noise reduction. What Dolby
is in audio, we hope NUWAVE will become in video. It took Ray Dolby several
years to gain general acceptance of the Dolby technology. Like it was for Dolby,
ours is an uphill battle because what we're introducing is revolutionary and
will require additional funding for implementation and fulfillment of potential
orders. People are always reluctant to start something new. Nobody wants to be
first. Once we crack the ice I believe we'll see the breakout. I'm confidant
that this technology will be successful and that we will be able to grow our
company into a comprehensive technology developer, manufacturer and sales and
distribution organization.
These technologies have been completed, refined, patented and now the
company is marketing them to the major OEMs on a worldwide basis. Since the
applications are principally for the consumer electronics industry, the
potential customers we're approaching are the very large household names you
would recognize such as Sony, Sharp, Sanyo, Toshiba and others of that nature.
In addition to that, we have the newly completed video gaming enhancement
accessory product line n for users of Sony's PlayStations(R) I & II, Nintendo's
Cube(R) and Microsoft's X Box(R), representing an opportunity for NUWAVE to
share in a piece of this $15 billion to $20 billion business. Our technology
would apply to those who already own one of these games or someone who is
purchasing a new one. It can either be sold as an accessory incorporated into
the cable with those products (and by the way every one of those products needs
the cable) or it can be included in the actual console itself on the video
board. So televisions, VCRs, DVDs, camcorders and cable boxes collectively
present us with a market opportunity that is huge. If we just get a small share
of this huge market, the company will be very successful.
We're also pursuing the security and surveillance market, where a
combination of our chips and filters can significantly enhance surveillance
video images. In this day and age surveillance is very important. We've
previously reported that we shipped one of our custom-made products to a U.S.
federal agency that has installed the device in their New York City offices.
This was one of our first chip orders sold for the security and surveillance
market.
We are currently working to form a partnership in which NUWAVE will be the
technology developer and our partner will be our sales and distribution arm. We
are in early stage discussion with companies that are already in the business
and already have distribution channels and customers in place and can provide
warehousing and shipping as well as a manufacturing capability. NUWAVE can then
develop technology that can be manufactured and distributed within the same
organization, but with each partner using its own expertise. This will be the
quickest path to NUWAVE being successful and getting our products to consumers.
It would also enable us to raise more capital.
This is an exciting strategy for us. From the discussions now ongoing, we
hope to implement this. It would be a coup because we would then have a
multifaceted technological, manufacturing and sales and marketing organization
that could bring product to market.
The purpose of doing this is to create an entity whose combined efforts
will produce a very positive financial result. NUWAVE at present does not have
the financial resources to get this done by itself.
We have engaged Hawk Associates; an investor relations firm that
specializes in branding small companies with Wall Street and helping them get
their stories out. Hawk has created an investor profile on our company, which
can be found at their website, www.hawkassociates.com.
This profile will be constantly updated for investors as new developments
are announced. If you would like to be placed on NUWAVE's email alert list,
please email your request to info@hawkassociates.com or call Frank Hawkins or
Julie Marshall at (305) 852-2383.
We are optimistic because our technology is now complete and is so
inexpensive that a manufacturer can include it without adversely affecting their
retail price point. This means video products that are "NUWAVE Enabled" can be
sold at close to current price points and still provide us with an excellent
margin. Those manufacturers will then be able to better distinguish themselves
from the competition because of our video enhancement, which should make it a
no-brainer when consumers have to select a video product. When you look at a
wall of televisions in an electronics store, your eye will instantly be
attracted to the "NUWAVE Enabled" video screen. We strongly believe that is the
one consumers will pick.
I look forward to providing you with further updates in the near future.
Thank you for your support.
Jerry Zarin
CEO
Certain matters discussed in this letter to shareholders are forward-looking
statements that involve a number of risks and uncertainties including, but not
limited to, significant fluctuations and unpredictability of operating results,
risks in product and technology development and rapid technological change,
dependence on a single product line, extent of demand for the Company's product
(no orders are currently outstanding), impact of competitive products and
pricing, market acceptance, lengthy sales cycle, changing economic conditions,
risks of joint development projects, reliance on distributor to market our
products effectively, dependence on key personnel, difficulties in managing
growth, risks relating to sales and distribution, risks associated with
international sales, risks of product defects, dependence on company proprietary
technology and the Company's need for additional capital to effectively
implement its plans. For a more detailed discussion of these and other risk
factors, see the Company's Form 10-KSB and SB-2 as filed with the United States
Securities and Exchange Commission
