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
January 31, 2005
Date of report (Date of earliest event reported)
Cyanotech Corporation
(Exact name of registrant as specified in its charter)
NEVADA 000-14602 91-1206026
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
73-4460 Queen Kaahumanu Highway, Suite #102, Kailua Kona, HI 96740
(Address of principal executive offices)
(808) 326 - 1353
(Registrant's telephone number)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 27, 2005, Cyanotech Corporation issued a press release addressing
financial results for its third quarter fiscal 2005, (quarter ended December 31,
2004) and forward-looking statements. The press release, dated January 27, 2005
and titled "Cyanotech Corporation Reports Third Quarter Fiscal 2005 Financial
Results" is attached hereto as Exhibit 99.1.
In conjunction with that press release, the Registrant conducted a conference
call on January 27, 2005 to discuss those results with investors and financial
analysts. A transcript of that conference call is attached hereto as Exhibit
99.2.
The information in Item 2.02 of this Current Report, including the exhibits
hereto, is being furnished and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of Sections 11 or 12(a)(2) of the Securities Act of
1933, as amended. The information contained herein and in the accompanying
exhibits shall not be incorporated by reference into any filing with the U.S.
Securities and Exchange Commission made by the registrant, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated January 27, 2005 announcing financial results for the
third quarter fiscal year 2005 ended December 31, 2004.
99.2 Transcript of conference call conducted by the registrant on January 27,
2005.
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.
CYANOTECH CORPORATION (Registrant)
January 31, 2005 By: /s/ Jeffrey H. Sakamoto
-----------------------
Jeffrey H. Sakamoto
Vice President - Finance & Administration
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press release dated January 27, 2005 announcing financial results
for the third quarter fiscal year 2005 ended December 31, 2004.
99.2 Transcript of conference call conducted by the registrant on
January 27, 2005.
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