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
Date of Report (Date of earliest event reported): NOVEMBER 5, 2004
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CATUITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone number,
executive offices) 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.
( ) 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
On November 4, 2004 Catuity Inc. received a notice from Nasdaq Staff of its
intent to de-list Catuity from the Small Cap Market at the opening of business
on November 15, 2004 for failure to comply with Marketplace Rule 4310(c)(8)(D).
Catuity's minimum bid price has been below $1.00 for the past 180 calendar days,
the period provided by Nasdaq to regain compliance by trading above $1.00 for
ten consecutive trading days.
On November 1, 2004, Catuity received shareholder approval to effect a reverse
stock split at a time to be determined by Catuity's Board of Directors. On
November 1, 2004, the Board authorized a 1 for 15 reverse stock split to be
effective November 12, 2004, the earliest possible date to do so. As a result,
on November 12, 2004 Catuity's post-reverse shares will begin trading on Nasdaq.
Based on Catuity's $.26 closing price on November 4, 2004, the trading price on
November 12 would be $3.90.
Catuity will appeal the Nasdaq Staff's determination to the Nasdaq Hearing Panel
pursuant to Marketplace Rule 4800 Series. The Company expects to complete
trading above $1.00 for 10 consecutive days by approximately November 26, 2004.
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.
CATUITY INC.
(Registrant)
By /s/ John H. Lowry
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John H. Lowry
Senior Vice President,
Chief Financial Officer & Secretary
Date: November 5, 2004
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