- Current report filing (8-K)
December 09 2008 - 3:41PM
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): December 4, 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
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
|
On
December 4, 2008, The Company received written notification from Nasdaq that the
Company was no longer in compliance with Marketplace Rule 4350(c), which
addresses independent director requirements. In order to meet the
requirements of this rule the Company must maintain a board which is comprised
of a majority of independent directors. The current board composition reflects
four independent and four non-independent directors.
However,
consistent with Marketplace Rule 4350(c) (1), Nasdaq will provide the company a
cure period in order to regain compliance as follows:
|
·
|
Until
the earlier of the Company’s next annual shareholders’ meeting or November
6, 2009; or
|
|
·
|
If
the next annual shareholders’ meeting is held before May 5, 2009, then the
Company must evidence compliance no later than May 5,
2009.
|
The
Company must submit to Nasdaq documentation, including biographies of any new
directors, evidencing compliance with the rules no later than this date. In the
event the Company does not regain compliance by this date, Nasdaq rules require
Staff to provide written notification to the Company that its securities will be
delisted. At that time, the Company may appeal the delisting determination to a
Listing Qualifications Panel.
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
|
|
|
|
December
9, 2008
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By:
|
/s/
John E. Oxendine
|
|
John
E. Oxendine
Chief
Executive Officer
|
Equity Media Holdings Corp (MM) (NASDAQ:EMDA)
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