UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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)April 28, 2005
ADSTAR, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-15363 | 22-3666899 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4553 Glencoe Avenue, Suite 325
Marina del Rey, California 90292
(Address Of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code(310) 577-8255
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; |
and
Item 8.01 Other Events.
On April 28, 2005, Mr. Michael J. Jackson, CPA, was appointed to the board of directors (the “Board”) and the Audit Committee of AdStar, Inc. (“AdStar”) to fill the vacancies on the Board and Committee created by the resignation of Richard Salute on March 31, 2005. Mr. Jackson qualifies as an “independent” director as that term is used in Item 7 (d) (3)(iv) of Schedule 14A under the Securities Exchange Act of 1934 and under Nasdaq’s Marketplace Rules.
Mr. Jackson, age 40, is currently the Executive Vice President and Chief Financial Officer of AGENCY.COM, a global internet professional services company. Previously, he has been a Manager at Arthur Andersen LLP and Ernst and Young LLP. Mr. Jackson also served on the New York State Society Auditing Standards and Procedures Committee from 1998 to 1999 and on the New York State Society’s SEC Committee from 1999 to 2001. He is a member of the Board and Chairman of the Audit Committee of Dag Media, Inc., a publisher of print and on-line classified telephone directories.
The appointment of Mr. Jackson is a first step under AdStar’s plan to regain compliance with the independent director and audit committee requirements for continued inclusion on Nasdaq under Nasdaq Marketplace Rules 4350-1(c) and 4350-1(d)(2) and to meet the majority of independent director requirement under Nasdaq Marketplace Rule 4350(c)(1).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| AdStar, Inc. | ||||
| Dated: April 28, 2005 | By: | /s/ Leslie Bernhard | ||
| Leslie Bernhard, Chief Executive Officer | ||||
2