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): JULY 27, 2005 (JULY 21, 2005)
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CATUITY INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone number,
executive offices) including area code)
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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 FOR FAILURE TO SATISFY A CONTINUED LISTING RULE
On July 21, 2005, the Nasdaq staff (the "Staff") notified Catuity Inc. (the
"Company") that, due to the Company's failure to satisfy the $2,500,000
shareholders' equity requirement for continued listing on The Nasdaq SmallCap
Market, as set forth in Nasdaq Marketplace Rule 4310(c)(2)(B) (the "Nasdaq
Rule"), the Company's securities were subject to delisting . Staff had
previously granted the Company an extension to evidence compliance with the
Nasdaq Rule through July 14, 2005.
On July 21, 2005, the Staff also notified the Company that it failed to satisfy
Nasdaq Marketplace Rule 4350, which requires listed companies to maintain three
independent directors on the Audit Committee of the Board. Rule 4350 also
provides that an issuer shall be afforded the lesser of one year from the date
of non-compliance or until the issuer's next Annual Shareholder Meeting to cure
the deficiency. The Company was deemed non-compliant as of June 22, 2005 when
the Company's Chairman, who was also a member of its Audit Committee, resigned
from the Board, subsequent to the sudden death on June 9, 2005, of Alan Gilman,
another member of the Audit Committee. Because the Company had only four weeks
to find a qualified director, research his/her background, and obtain an
acceptance before its 2005 Annual Shareholder Meeting on July 18, it was unable
to comply with the provisions of Nasdaq Marketplace Rule 4350.
As a result of the two listing deficiencies, on July 21, 2005, the Staff
informed the Company that, unless the Company appealed the Staff's
determination, the Company's securities would be delisted on August 1, 2005.
Catuity will appeal Staff's determination by timely requesting a hearing before
the Listings Qualification Panel on or before July 28, 2005. A hearing is
expected to be scheduled within 45 days of the Company's hearing request.
On July 18, 2005, Catuity received shareholder approval to issue shares of its
common stock to acquire Loyalty Magic Pty. Ltd. and for working capital
purposes. The Company expects to file the prospectus for the capital raising
that was approved by shareholders with the Australian Securities Investment
Commission (ASIC) within one week. The subscription period is expected to remain
open for approximately 2 - 3 weeks with the closing of the acquisition occurring
shortly thereafter. The Company believes the completion of the capital raise and
acquisition will immediately cure the shareholders' equity deficiency and enable
it to sustain compliance with that requirement over the long term.
In addition, the Company began an active search for at least one new,
independent director to join the Company's Board and its Audit Committee
immediately after the resignation of its former Chairman on June 22, 2005. The
Board has made significant progress in identifying and interviewing prospective
candidates and expects to name a new, qualified independent director to the
Board within weeks.
The Company believes the above actions will bring it into immediate compliance
with all Nasdaq continued listing requirements and enable it to sustain
compliance with those requirements over the long term, however, there can be no
assurance that the panel will grant our request for continued listing.
A copy of the Company's press release discussing the notice letter from Nasdaq
is available on Catuity's website www.catuity.com.
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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: July 27, 2005
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