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 27, 2005
Date of Report (Date of earliest event reported)
FLYI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21976 13-3621051
(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification No.)
incorporation or
organization)
45200 Business Court, Dulles, VA 20166
(Address of principal executive offices)
(703) 650-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 May 27, 2005, FLYi, Inc. (the "Company") received a
letter from The NASDAQ Stock Market, Inc. ("NASDAQ ") notifying
the Company that for the 30 consecutive trading days preceding
the date of the letter, the bid price of the Company's common
stock had closed below the $1.00 per share minimum required for
continued inclusion on the NASDAQ National Market pursuant to
NASDAQ Marketplace Rule 4450(a)(5). The letter further notified
the Company that, in accordance with NASDAQ Marketplace Rule
4450(e)(2), the Company will be provided 180 calendar days, or
until November 23, 2005, to regain compliance with the minimum
bid price requirement. Compliance will be achieved if the bid
price per share of the Company's common stock closes at $1.00
per share or greater for a minimum of ten (10) consecutive
trading days prior to November 23, 2005.
The letter from NASDAQ further stated that if the Company
does not regain compliance with the Marketplace Rules by
November 23, 2005, NASDAQ will provide notice that the Company's
common stock will be delisted from the NASDAQ National Market.
In the event of such notification, the Company would have an
opportunity to appeal NASDAQ's determination. The letter also
noted that the Company would have the opportunity to apply to
transfer its common stock to the NASDAQ SmallCap Market and
that, if the Company were to meet the requirements for initial
inclusion on the NASDAQ SmallCap Market (as set forth in
Marketplace Rule 4310(c) and other than the minimum bid price
requirement) and the Company's application to the NASDAQ
SmallCap Market were to be approved, the Company would be
afforded the remainder of a second 180 calendar day compliance
period to regain compliance while on the NASDAQ SmallCap Market.
The Company intends to monitor the bid price for its common
stock between now and November 23, 2005, and consider various
options available to the Company if its common stock does not
trade at a level that is likely to regain compliance. In
addition, the Company is requesting that shareholders at the
Company's 2005 Annual Meeting to be held on June 22, 2005,
approve a proposal to authorize the Company's Board of Directors
to amend the Company's Fifth Restated Certificate of
Incorporation to effect a reverse stock split within a range
from one-for-two shares to one-for-ten shares. As disclosed in
the Company's definitive proxy materials, filed with the
Securities and Exchange Commission on May 11, 2005, the primary
purpose of a reverse stock split would be to increase the per-
share market price of the Common Stock in order to maintain
listing on the NASDAQ National Market. The actual timing for
implementation of a reverse stock split, if effected at all,
would be determined by the Company's Board of Directors based
upon its evaluation as to if and when a reverse stock split
would best achieve its purpose.
More information on the consequences and risks associated
with delisting of the Company's common stock from the NASDAQ
National Market can be found in the Company's Form 10-Q for the
quarterly period ended March 31, 2005, which was filed with the
Securities and Exchange Commission on May 16, 2005, and the
Company's proxy statement on Schedule 14A, which was filed with
the Securities and Exchange Commission on May 11, 2005.
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 thereunto duly authorized.
FLYI, INC.
By:
/s/
____________________________
David W. Asai
Vice President and Controller
Chief Accounting Officer
Date: June 03, 2005