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
May 8, 2003
Date of Report
(Date of earliest event reported)
THE CLASSICA GROUP, INC.
(Exact name of Registrant as specified in charter)
NEW YORK
(State or other jurisdiction of incorporation)
0-19721 13-3413467
(Commission File No.) (IRS Employer Identification Number)
2400 Main Street
Suite 12
Sayreville, New Jersey 08872
(Address of Principal Executive Office)
(732) 727-7800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 8, 2003 the Company received notification from the Nasdaq Stock
Market that 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
Company was further notified in accordance with Marketplace Rule 4310(8)(D) the
Company will be provided 180 calendar days or until November 4, 2003, to regain
compliance. If at any time before November 4, 2003, the bid price of the
Company's common stock closes at $1.00 per share or more for a minimum of 10
consecutive trading days, Nasdaq will provide the Company with notice that the
Company complies with the rule.
The Company expects that it will regain compliance before November 4, 2003.
Certain statements in this report are forward-looking statements that are
based on current expectations, estimates, forecasts and projections about the
industries in which we operate, our beliefs and our management's assumptions.
Words such as "expects," "anticipates," "targets," "goals," "projects,"
"intends," "plans," "believes," "seeks," "estimates" and variations of such
words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in such forward-looking statements. For a list and
description of such risks and uncertainties, see the reports filed by The
Classica Group, Inc. with the Securities and Exchange Commission.
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.
THE CLASSICA GROUP, INC.
DATE: June 17, 2003 By: /s/ Scott G. Halperin
--------------------------------
Scott G. Halperin
Chairman and Chief Executive Officer
DATE: June 17, 2003 By: /s/ Bernard F. Lillis, Jr.
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Bernard F. Lillis, Jr.
Chief Financial Officer and
Chief Administrative Officer