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): March 5, 2004
CUMBERLAND TECHNOLOGIES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-10927 59-3094503
---------------------------- ---------------- --------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4311 West Waters Avenue
Suite 501 33614
Tampa, Florida (Zip Code)
(Address of principal
executive offices)
(Registrant's telephone number including area code) (813) 885-2112
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
------ --------------------------
On February 26, 2004, Cumberland Casualty & Surety Company ("CCS"), a
wholly-owned subsidiary of Cumberland Technologies, Inc., a Florida corporation
(the "Company"), undertook insolvency proceedings by filing a voluntary petition
for rehabilitation for CCS under Chapter 631, Part 1 of the Florida Statutes
(the "Rehabilitation Statute") with the Florida Department of Financial Services
(the "Department"). Under the Rehabilitation Statute, the Department became the
receiver for CCS, and the authority of the officers and directors of CCS has
been suspended until any such authority should be redelegated by the Department.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
------ -----------------------------------------
See Item 3 above for a discussion of the receivership of CCS. The Company
also announced that, although it has not released its 2003 financial results, it
expects to show a substantial net loss for the fourth quarter and for the 2003
fiscal year. The Company expects to incur a charge of at least $2.5 million,
resulting from adverse loss development during 2003 and adjustments to
reinsurance recoverables of CCS, all related to claims incurred over the past
three years, and claims exceeding CCS' reinsurance treaty limits. As a result of
the charge, CCS has a capital deficiency, and is now unable to issue insurance
contracts.
In addition, the Company announced that Andrew J. Cohen and R. Donald Finn
have resigned as directors of the Company, effective as of February 15, 2004.
Any statement in the attached press release that is not a statement of
historical fact may be deemed to be a forward-looking statement, which involves
known and unknown risks, uncertainties and other factors which may cause the
Company's actual results, performance or achievements to be materially and
significantly different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Forward-looking
statements in this report are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such risks and uncertainties
include, but are not limited to, the Company's ability to adequately estimate
its liability reserves for its insurance business; competitive pricing
pressures; general business and economic conditions; changes in governmental
regulations affecting its insurance business; risks associated with the
rehabilitation proceedings; and risk that the Company's shares will not be
listed on OTC Bulletin Board.
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.
CUMBERLAND TECHNOLOGIES, INC.
-----------------------------
Date: March 5, 2004 By: /s/ Carol S. Black
--------------------------------------------
Carol S. Black
Chief Financial Officer
(Principal Financial and Accounting Officer)