FORM 8–K — CURRENT REPORT
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 18, 2005
TEKNOWLEDGE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-14793 | | 94-2760916 |
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1800 Embarcadero Road, Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (650) 424-0500
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))
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
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| | On April 18, 2005, Teknowledge Corporation (the “Company”) received notice from The Nasdaq Stock Market (“Nasdaq”) that the Company does not comply with Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2.5 million in stockholders’ equity or $35.0 million market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. The Nasdaq Staff is reviewing the Company’s eligibility for continued listed on the Nasdaq SmallCap Market and has asked that the Company provide on or before May 3, 2005 a plan to achieve and sustain compliance with all Nasdaq SmallCap Market listing requirements. If the Staff at Nasdaq determines the plan is inadequate, the Company may be delisted from the Nasdaq Stock Market. The Company is currently evaluating its response to the notice. |
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.
| | Teknowledge Corporation |
| | (Registrant) |
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| Date: April 22, 2005 | by: /s/ Dennis A. Bugbee |
| | Dennis A. Bugbee,
Vice President Finance,
Chief Financial Officer |
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