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): August 21, 2008
WEGENER CORPORATION
(Exact name of registrant
as specified in its charter)
| | Delaware | 0-11003 | 81-0371341 |
| | (State or other | (Commission | (I.R.S. Employer |
| | jurisdiction of | File Number) | Identification No.) |
| | incorporation) | | |
| | 11350 Technology Parkway, Duluth, Georgia | | 30097 |
| | (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (770) 623-0096
(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)) |
| o | 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 August 21, 2008, Wegener Corporation (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) indicating that for the last 30 consecutive business days the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the “Rule”). The notice also stated that the Company has been provided with 180 calendar days, or until February 17, 2009, to regain compliance in accordance with Marketplace Rule 4310(c)(8)(D). If, at anytime before February 17, 2009, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Nasdaq staff will provide written notification that the Company complies with the Rule.
If the Company cannot regain compliance by February 17, 2009, the Nasdaq staff will determine whether the Company meets The Nasdaq Capital Market initial listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement. If the Company meets the initial list criteria, the Nasdaq staff will notify the Company that it has been granted an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, the Nasdaq staff will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal the Nasdaq staff’s determination to delist its securities to a Listing Qualifications Panel.
As required by Nasdaq Marketplace Rule 4803(a), the Company has issued a press release reporting the receipt of Nasdaq’s notice and the Nasdaq rules upon which it is based. A copy of the press release is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
| | |
| (d) | Exhibits. |
| | |
| | 99.1 Press release dated August 22, 2008. |
SIGNATURES
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.
| | Wegener Corporation |
| | | |
| Date: August 22, 2008 | | |
| | By: | /s/ Robert A. Placek |
| | | Robert A. Placek |
| | | President and Chief Executive Officer |
INDEX TO EXHIBITS
Exhibit No. | Description |
| | |
| 99.1 | Press release dated August 22, 2008. |
