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
Date of report (Date of earliest event reported) May 5, 2008
WAVE SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | | 0-24752 | | 13-3477246 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
480 Pleasant Street, Lee, Massachusetts 01238
(Address of Principal Executive Offices) (ZIP Code)
Registrant’s telephone number, including area code (413) 243-1600
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):
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 3.01. | | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; |
| | Transfer of Listing. |
On May 5, 2008, Wave Systems Corp. (the “Company”) received notification from the Listing Qualifications division of The Nasdaq Stock Market indicating that the Company’s Class A Common stock is subject to potential delisting from The Nasdaq Global Market because for the last 30 consecutive business days, the bid price of the Company’s Class A common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 4450 (the “Bid Price Rule”). This notice follows the previous notice (“Previous Nasdaq Notice”) received by the Company on April 29, 2008, from the Listing Qualifications division of The Nasdaq Stock Market indicating that the Company’s common stock is subject to potential delisting from The Nasdaq Global Market because the market value of the Company’s common stock was below $50 million for 10 consecutive business days, and, therefore, did not meet the requirement set forth in Nasdaq Marketplace Rule 4450(b)(1)(A) (the “Market Value Rule”). The Previous Nasdaq Notice was the subject of the Company’s filing on Form 8-K filed on April 30, 2008 (the “April 30 Filing”).
The Nasdaq notice indicated that, in accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days, or until November 3, 2008, to regain compliance. If, at anytime before November 3, 2008, the bid price of the Company’s Class A common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that it has achieved compliance with the Rule. However, as reported in the April 30 Filing, the Previous Nasdaq Notice states that the Company will be provided a period of 30 calendar days, or until May 29, 2008, to regain compliance with the Market Value Rule by having a market value of $50 million or more for the Company’s common stock for a minimum of 10 consecutive business days (or such longer period of time as the Nasdaq staff may require in some circumstances).
If the Company does not regain compliance with the Market Value Rule by May 29, 2008, the Nasdaq staff will provide written notification that the Company’s securities will be delisted, and, if the Company regains compliance with the Market Value Rule by May 29, 2008, but, subsequently, does not regain compliance with the Bid Price Rule by November 3, 2008, the Nasdaq staff will provide written notification that the securities will be delisted. At either time, the Company may appeal the determination to delist its securities to a Listing Qualifications Panel. Alternatively, the Company may consider applying to transfer its securities to The Nasdaq Capital Market if it satisfies the requirements for inclusion set forth in the Marketplace Rules, other than the minimum bid price requirement. If the Company submits an application to transfer its securities to The Nasdaq Capital Market and it is approved, the Company may be afforded the remainder of The Nasdaq Capital Market’s 180 calendar day compliance period in order to regain compliance with the Bid Price Rule while on The Nasdaq Capital Market.
The Company plans to exercise diligent efforts to maintain the listing of its common stock on The Nasdaq Global Market, but there is no assurance that it will be successful in doing so. If the Company does not resolve the listing deficiencies, the Company may apply for listing on The Nasdaq Capital Market.
A copy of the Company’s press release announcing this information is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
2
Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 99.1 | | Press Release of Wave, dated May 5, 2008, regarding the receipt of the Nasdaq notification. |
3
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.
| WAVE SYSTEMS CORP. |
| | |
| | |
| By: | /s/ Gerard T. Feeney |
| | Gerard Feeney |
| | Chief Financial Officer |
| | |
Dated: May 6, 2008
4
EXHIBIT INDEX
Exhibit No. | | Description |
Exhibit 99.1 | | Press Release of Wave, dated May 5, 2008, regarding the receipt of the Nasdaq notification. |
5
