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): April 1, 2008
RESTORE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 000-51998 | | 41-1955715 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
2800 Patton Road, St. Paul, MN
| | 55113 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(651) 634-3111
| |
Not Applicable
|
| (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:
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))
1
Item 2.02. Results of Operations and Financial Condition.
The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Furnished herewith as Exhibit 99.1 and incorporated by reference herein is the text of Restore Medical, Inc.’s (the “Company”) announcement regarding preliminary sales results for the first quarter ending March 31, 2008, as presented in a press release dated April 3, 2008.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 1, 2008, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that the Company currently does not comply with the minimum $10,000,000 stockholders’ equity requirement for continued listing on The Nasdaq Global Market set forth in Marketplace Rule 4450(a)(3). Nasdaq has requested the Company submit by April 16, 2008 a plan to achieve and sustain compliance with all Nasdaq Global Market listing requirements. The Company has determined to apply to transfer the listing of its common stock to The Nasdaq Capital Market.
Item 9.01. Financial Statements and Exhibits.
The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| | | |
| 99.1 | | Press release dated April 3, 2008, of Restore Medical, Inc. |
2
SIGNATURE
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.
Date: April 3, 2008
| | | | | |
| | | RESTORE MEDICAL, INC. |
| | |
| |
|
| | | By: | | /s/ Christopher R. Geyen |
| | | | |
| | | | | Christopher R. Geyen |
| | | | | Chief Financial Officer |
3
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
99.1 | |
Press release dated April 3, 2008 of Restore Medical, Inc. |
4
