SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 4, 2013
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
Registrant’s telephone number, including area code (512) 349-0300
(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):
On January 29, 2013, the registrant received a letter (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) notifying the registrant that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million. Since the registrant’s Form 10-K for the year ended October 31, 2012, filed with the Securities and Exchange Commission on January 25, 2013, reported that as of October 31, 2012 its stockholders’ equity was $1,997,000, and as of January 28, 2013 the registrant does not meet the alternatives of market value of listed securities or net income from continuing operations, the registrant no longer complies with the Nasdaq Listing Rules.
The Notice does not result in the immediate delisting of the registrant’s common stock from the Nasdaq Capital Market. Rather, under the Nasdaq Listing Rules, the registrant has 45 calendar days from the date of the Notice to submit to Nasdaq a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the registrant to evidence compliance.
If the registrant submits a plan, Nasdaq will determine whether to accept the plan, considering such criteria as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the registrant’s past compliance history, the reasons for the registrant’s current non-compliance, other corporate events that may occur within the review period, the registrant’s overall financial condition and the registrant’s public disclosures. If Nasdaq does not accept the plan, the registrant will have the opportunity to appeal that decision to a Hearings Panel.
The registrant is presently evaluating various courses of action to regain compliance and intends to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rules. However, there can be no assurance that the registrant will be able to regain compliance with Nasdaq Listing Rule 5550(b)(1) or the other compliance alternatives under Nasdaq Listing Rule 5550(b).
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.