UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 2005
Date of report (date of earliest event reported)
SAFLINK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 0-20270 | 95-4346070 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
777 108th Avenue NE, Suite 2100
Bellevue, Washington 98004
(Address of principal executive offices)(Zip code)
(425) 278-1100
(Registrant’s telephone number, including area code)
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)) |
¨ | 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 December 16, 2005, SAFLINK Corporation received a Nasdaq staff deficiency letter indicating that we are not in compliance with the $1.00 per share minimum closing bid price requirement for continued listing on the Nasdaq Capital Market as set forth in Marketplace Rule 4310(c)(4). We received the letter because the bid price of our common stock closed below $1.00 per share for 30 consecutive business days.
The deficiency letter also stated that, in accordance with Marketplace Rule 4310(c)(8)(D), we will be provided 180 calendar days, or until June 14, 2006, to regain compliance with the bid price requirement. We can regain compliance with the bid price requirement if, at any time before June 14, 2006, the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days. The deficiency letter has no effect on the listing of Saflink common stock at this time and its common stock will continue to trade on the Nasdaq Capital Market under the symbol “SFLK.”
If we cannot demonstrate compliance by June 14, 2006, Nasdaq will determine whether we meet the Nasdaq Capital Market initial listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement. If we meet the initial listing criteria, we will be provided an additional 180 calendar-day period to comply with the bid price requirement. If we are not eligible for this additional compliance period, we will be provided written notice that our securities will be delisted. At that time, we would have the right to appeal Nasdaq’s determination to delist our securities to a listing qualifications panel, which would stay the effect of the delisting pending a hearing on the matter before the panel.
2
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.
SAFLINK Corporation | ||||||||
Dated: December 22, 2005 | By: | /s/ Jon C. Engman | ||||||
Name: | Jon C. Engman | |||||||
Title: | Chief Financial Officer |
3