Syntax-Brillian Corp - Current report filing (8-K)
May 21 2008 - 3:32PM
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
May 15, 2008
Date of Report (Date of earliest event reported)
Syntax-Brillian Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50289
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05-0567906
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of Incorporation)
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Identification No.)
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1600 N. Desert Drive
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Tempe,
Arizona
85281
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(Address of Principal Executive Offices) (Zip Code)
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(602) 389-8888
(Registrant’s telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On May 15, 2008, we received a Nasdaq Staff Determination Letter stating that we are not in
compliance with Nasdaq Marketplace Rule 4310(c)(14) because we did not timely file our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008.
As previously disclosed in our Notification of Late Filing on Form 12b-25 filed on February
12, 2008, we failed to timely file our Quarterly Report on Form 10-Q for the quarter ended December
31, 2007 in order to, among other things, evaluate our accounting treatment related to our tooling
deposits and to evaluate the repurchase of a large number of our LCD TVs already sold through our
distributors in China. Our ongoing evaluation of these transactions is the primary reason for our
failure to timely file our March Form 10-Q, and we are unable to estimate the amounts at issue.
On May 6, 2008, the Nasdaq Listing Qualifications Panel granted our request for continued
listing on The Nasdaq Stock Market, notwithstanding the delay in the filing of our December Form
10-Q. In accordance with the Panel’s decision, among other things, we are required to file the
December Form 10-Q by July 31, 2008 and during this period, our securities will remain listed on
The Nasdaq Global Market.
The Nasdaq letter invited us to present additional information to the Nasdaq Listing
Qualifications Panel regarding the March Form 10-Q filing delay no later than May 22, 2008. We are
preparing additional information pursuant to this request and expect that our shares will continue
to be listed on The Nasdaq Global Market during this process. However, there can be no assurance
that the Listing Qualifications Panel will grant our request for continued listing.
A copy of the press release disclosing our receipt of the Nasdaq Staff Determination Letter is
attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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1
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Exhibit
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Number
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99.1
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Press release from Syntax-Brillian Corporation, dated May 19,
2008, entitled “Syntax-Brillian Corporation Receives NASDAQ Notice”
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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.
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SYNTAX-BRILLIAN CORPORATION
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Date: May 21, 2008
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By:
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/s/ James Li
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James Li
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President and Chief Executive Officer
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3
EXHIBIT INDEX
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99.1
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Press release from Syntax-Brillian Corporation, dated May 19, 2008, entitled “Syntax-Brillian Corporation Receives NASDAQ Notice”
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