Equity Media Holdings Corp - Current report filing (8-K)
2008年7月9日 - 7:01PM
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): July 1, 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
July
1, 2008, The Company received written notification from NASDAQ that the Company
was no longer in compliance with Marketplace Rule 4350(d)(2)(A), which addresses
Audit Committee composition. Pursuant to this rule,
each
issuer must have, and certify that it has and will continue to have, an audit
committee of at least three members, each of whom must: (i) be independent
as
defined under
Rule
4200
(a)(15);
(ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under
the
Act (subject to the exemptions provided in Rule 10A-3(c)); (iii) not have
participated in the preparation of the financial statements of the company
or
any current subsidiary of the company at any time during the past three years;
and (iv) be able to read and understand fundamental financial statements,
including a company's balance sheet, income statement, and cash flow statement.
Additionally, each issuer must certify that it has, and will continue to have,
at least one member of the audit committee who has past employment experience
in
finance or accounting, requisite professional certification in accounting,
or
any other comparable experience or background which results in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.
The
Company’s Audit Committee was in compliance until Audit Committee member John E.
Oxendine’s appointment as Chief Executive Officer which became effective on June
14, 2008. Once Mr. Oxendine became the Company’s CEO, he no longer qualified as
an independent Audit Committee member.
Pursuant
to Marketplace Rule 4350(d)(4)(B), if an issuer fails to comply with the audit
committee composition requirement under
Rule
4350
(d)(2)(A)
due to one vacancy on the audit committee, the issuer will have until the
earlier of the next annual shareholders meeting or one year from the occurrence
of the event that caused the failure to comply with this requirement; provided,
however, that if the annual shareholders meeting occurs no later than 180 days
following the event that caused the vacancy, the issuer shall instead have
180
days from such event to regain compliance. An issuer relying on this provision
must provide notice to NASDAQ immediately upon learning of the event or
circumstance that caused the non-compliance.
The
Company is currently addressing the need for a third independent Audit Committee
Member.
Pursuant
to the same notification letter, the Company was also advised it was no longer
in compliance with
Marketplace
Rule 4200(15)(A), which stipulates that a director who is employed by the
Company shall not be considered independent. The appointment of Mr. Oxendine
as
Chief Executive Officer as noted above resulted in the Company having four
non-independent directors and three independent directors on its Board and
only
two independent members on its audit committee. Therefore, the Company does
not
meet the majority independent board and audit committee requirements for
continued listing on The Nasdaq Stock Market under Marketplace Rules 4350(c)(1)1
and 4350(d)(2)2 (the “Rules”), respectively.
Staff
is
reviewing the Company's eligibility for continued listing on The Nasdaq Stock
Market. To facilitate this review, on or before July 16, 2008, the Company
must
provide a specific plan and timetable to achieve compliance with the majority
independent director requirement. This plan must include relevant documentation
to support the plan, including but not limited to biographical information
related to individuals, if any, being considered for appointment to the Board
of
Directors. If, after the
conclusion
of the review process, Staff determines that the plan does not adequately
address the issues noted, the Company will receive notification that its
securities will be delisted. At that time, the Company may appeal Staff’s
determination to a Listing Qualifications Panel (the “Panel”). The Company is
currently addressing these issues and will submit a compliance plan within
the
timeframe noted above.
In
order
to comply with Marketplace Rule 4803(a), the Company has also issued a press
release disclosing receipt of the NASDAQ letter and the NASDAQ rules upon which
it was based. The press release is attached as Exhibit 99.1 to this Form
8K.
Item
9.01.
|
Financial
Statements, Pro Forma Financial Information and
Exhibits
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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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|
|
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EQUITY
MEDIA HOLDINGS CORPORATION
|
|
|
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July
8, 2008
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By:
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/s/ Patrick
G. Doran
|
|
Patrick
G. Doran
Chief
Financial Officer
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|
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Equity Media Holdings Corp (MM) (NASDAQ:EMDA)
過去 株価チャート
から 5 2024 まで 6 2024
Equity Media Holdings Corp (MM) (NASDAQ:EMDA)
過去 株価チャート
から 6 2023 まで 6 2024