Equity Media Holdings Corp - Current report filing (8-K)
29 August 2008 - 8:54PM
Edgar (US Regulatory)
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): August 25,
2008
EQUITY
MEDIA HOLDINGS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-51418
|
20-2763411
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
One
Shackleford Drive, Suite 400
Little
Rock, Arkansas
|
72211
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (501) 219-2400
(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
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
|
On
August
25, 2008, the Company received written notification from NASDAQ that based
on
the Form 10-Q for the period ended June 30, 2008, Staff determined that the
Company’s stockholders’ equity was a deficit of ($7,302,327). In addition, as of
August 22, 2008, Staff determined that the market value of listed securities
was
$17,979,472. Finally, Staff determined that the Company reported net losses
from
operations in its annual filings for the years ended December 31, 2007, 2006,
and 2005, respectively. Accordingly, the Company does not comply with
Marketplace Rule 4310(c)(3), which requires the Company to have a minimum of
$2,500,000 in stockholders’ equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed
fiscal years.
Under
these circumstances, Staff is reviewing the Company’s eligibility for continued
listing on The Nasdaq Capital Market. The Company may submit on or before
September 16, 2008, a specific plan on achieving and sustaining compliance
with
The Nasdaq Capital Market listing requirements, including the time frame for
completion of the plan. If, after the conclusion of Staff’s review of the plan,
Staff determines that the Company’s plan does not adequately address the issues
noted, Staff will provide written notification that the Company’s securities
will be delisted. At that time, the Company may appeal NASDAQ’s determination to
delist its securities to a Listing Qualifications Panel. The Company is
currently evaluating all options available with respect to these
issues.
In
order
to comply with Marketplace Rule 4803(a), the Company will also issue a press
release disclosing receipt of the NASDAQ letter and the NASDAQ rules upon which
it was based.
|
Item
9.01.
|
Financial
Statements, Pro Forma Financial Information and
Exhibits
|
99.1
Press
Release
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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EQUITY
MEDIA HOLDINGS CORPORATION
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|
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August
29, 2008
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By:
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/s/
Patrick G. Doran
|
|
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Patrick
G. Doran
Chief
Financial Officer
|
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