SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 10, 2006
FOCUS ENHANCEMENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | | 1-11860 | | 04-3144936 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | 1370 Dell Ave., Campbell, CA | | 95008 | |
| | (Address of principal executive offices) | | (Zip Code) | |
Registrant's telephone number, including area code: (408) 866-8300
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)) |
Item 2.02. Results of Operations and Financial Condition
On May 11, 2006, Focus Enhancements, Inc. issued a press release discussing its results of operations for the three months ended March 31, 2006. This press release is attached hereto as Exhibit 99.2 and is being furnished under Item 2.02 of this Form 8-K.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As announced on November 23, 2005, Focus Enhancements, Inc. (“Focus”) received a letter from the Nasdaq Stock Market notifying Focus that for 30 consecutive business days, the bid price of Focus’ common stock had closed below the minimum $1.00 per share price requirement for continued inclusion under Nasdaq Marketplace Rules 4310(c)(4), and that failure to regain compliance within 6 months of such date could result in the delisting of Focus’ common stock from the Nasdaq Capital Market. On May 10, the Nasdaq Stock Market notified Focus that it had regained compliance with the minimum bid price rule and that the matter was now closed.
Item 7.01. Regulation FD Disclosure
On May 11, 2006, Focus Enhancements, Inc. issued a press release discussing, among other things, 2006 financial guidance. The “2006 Outlook” section and other information related to our expected future performance in this press release attached hereto as Exhibit 99.1 are being furnished under Item 7.01 of this Form 8-K and is not deemed filed for purposes of Section 18 of the Exchange Act.
Item 9.01. Financial Statements and Exhibits
| | | Press release “FOCUS Enhancements Regains Compliance with Nasdaq Listing Requirements”. |
| | | Focus Enhancements, Inc. earnings press release for the three months ended March 31, 2006. |
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.
| | FOCUS ENHANCEMENTS, INC. | |
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| Date: May 11, 2006 | By: | /s/ Gary Williams | |
| | Name: | Gary Williams | |
| | Title: | Exec. VP of Finance and CFO | |
