Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
As
previously disclosed, PC Group, Inc. (the “Company”) received a deficiency
letter from The NASDAQ Stock Market (“NASDAQ”) Listing Qualifications Department
notifying the Company that its common stock has not maintained: (i) a $5 million
minimum market value of publicly held shares as required by NASDAQ Marketplace
Rule 5450(b)(1)(C); and (ii) the minimum $1.00
bid price as required by NASDAQ Marketplace Rule 5450(a)(1). As a
result of its temporary suspension of its enforcement of these rules due to
extraordinary market conditions, NASDAQ gave the Company until October 19, 2009
to comply with the $5 million minimum market value of publicly-held shares
requirement and until January 19, 2010 to comply with the $1 per share minimum
bid price requirement.
The
Company did not regain compliance with the $5 million minimum market value of
publicly-held shares requirement on or prior to October 19, 2009 and,
accordingly, on October 22, 2009, the Company received written notification of a
determination by the NASDAQ staff (the “Staff Determination”) to delist the
Company’s common stock from The NASDAQ Global Market as a result of the
deficiency, effective November 2, 2009, unless the Staff Determination is
appealed by October 29, 2009.
The
Company expects to file an appeal of the Staff Determination by October 29, 2009
and request a hearing before the NASDAQ Hearings Panel (the “Panel”) to review
the Staff Determination, which will stay any action with respect to the Staff
Determination until the Panel renders a decision subsequent to the hearing. At
the hearing, the Company intends to present its plans for regaining compliance
with the $5 million minimum market value of publicly-held shares requirement.
There can be no assurance that the Panel will grant the Company’s request for
continued listing.
A copy of
the Company’s press release announcing receipt of the Staff Determination is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
If our
common stock were delisted, such delisting may have a material adverse impact on
the price of our shares of common stock, the volatility of the price of our
shares, and/or the liquidity of an investment in our shares of common
stock.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
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Description
|
|
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99.1
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Press
Release of the Company dated October 28,
2009.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly
authorized.
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Date: October 28, 2009
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PC
Group, Inc.
By: /s/
Kathleen P.
Bloch
Kathleen P. Bloch, Vice President and
Chief Financial Officer |
Exhibit Index
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Number
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Exhibit
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|
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99.1
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Press
Release of the Company dated October 28,
2009.
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