UNITED STATES 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): September 12, 2002 Commission File No. 0-10927 CUMBERLAND TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Florida 59-3094503 ---------------------------------------------- ------------------------- (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 4311 West Waters Avenue, Suite 501 Tampa, Florida 33614 ---------------------------------------------- ------------------------- (Address of Principal Executive Office) (Zip code) (813) 885-2112 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS ------ ------------ On September 4, 2002, Cumberland Technologies, Inc., was notified by the NASDAQ Stock Market, Inc. that its common stock had not maintained a minimum market value of publicly held shares of $1,000,000 over the previous 30 consecutive trading days, and, as a result did not comply with Marketplace Rule 4310(c)(7) (the "Rule"). Accordingly, its common stock will be delisted from the NASDAQ SmallCap Market at the opening of business on September 13, 2002. A public announcement through the news media on September 11, 2002, disclosed receipt of the NASDAQ notice and that the common stock of Cumberland was subject to delisting form the NASDAQ SmallCap Market. Cumberland incorporates herein its press release dated September 11, 2002, filed herewith as Exhibit 99.1. Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. 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; and changes in governmental regulations affecting its insurance business, and the risk that the Company's shares will not be listed on OTC Bulletin Board. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS ------ --------------------------------- (a) Financial Statements Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits 99.1 Press Release dated September 11, 2002 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 thereunto duly authorized. CUMBERLAND TECHNOLOGIES, INC. Date: September 12, 2002 By: /s/ Carol S. Black -------------------------------------------- Carol S. Black Secretary and Chief Financial Officer (Principal Accounting and Financial Officer)