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): September 16, 2009
| | HSW International, Inc. | |
| | (Exact name of registrant as specified in its charter) | |
| Delaware | 001-33720 | 33-1135689 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) |
| One Capital City Plaza, 3350 Peachtree Road, Suite 1600, Atlanta, Georgia 30326 |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code | (404) 364-5823 |
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:
| | □ | 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 September 16, 2009, HSW International, Inc., or HSWI, received a notice from the Nasdaq Stock Market indicating that it no longer complies with the requirements of Nasdaq Marketplace Rule 5450(a)(1) for continued listing on the Nasdaq Global Market. The rule requires that shares of HSWI’s stock maintain a minimum bid price of $1.00 per share.
HSWI has 180 calendar days, or until March 15, 2010, in which to regain compliance with the listing requirement. If HSWI does not regain compliance prior to the expiration of the 180-day grace period, Nasdaq will provide written notice that HSWI’s securities are subject to delisting. Alternatively, HSWI may be eligible for an additional 180-day grace period if it meets the initial listing standards, with the exception of bid price, for the Nasdaq Capital Market. To avail itself of this option, HSWI will need to submit an application to transfer its securities to the Nasdaq Capital Market.
On September 18, 2009, HSWI issued a press release regarding the notification from Nasdaq, a copy of which is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated September 18, 2009.
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.
| | HSW International, Inc. | |
| | | | |
| Date: September 18, 2009 | By: | /s/ Bradley T. Zimmer | |
| | | Name: Bradley T. Zimmer | |
| | | Title: Executive Vice President & General Counsel | |
| | | | |
