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) December 11, 2002
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STUDENT ADVANTAGE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-26074 04-3263743
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
280 Summer Street, Boston, MA 02210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 912-2000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
A. RECEIPT OF NASDAQ STAFF DETERMINATION AND OTHER COMMUNICATIONS.
Student Advantage, Inc. (the "Company") announced on December 10, 2002 in a
press release attached hereto as Exhibit 99.1 that it received a Nasdaq Staff
Determination on December 4, 2002 indicating that the Company fails to comply
with the market value of publicly-held shares requirement for continued Nasdaq
National Market listing set forth in Marketplace Rule 4450(a)(2), and that its
securities are therefore subject to delisting from the Nasdaq National Market.
The Company has appealed the Staff's determination to the Nasdaq Listing
Qualifications Panel which will stay the delisting until the appeal has been
heard and the Panel has rendered its decision. There can be no assurance the
Panel will grant the Company's request for continued listing.
The Company also received notice on November 21, 2002 from the Staff that the
Company did not comply with the minimum $10 million stockholders' equity test
for continued inclusion in the Nasdaq National Market as required by Marketplace
Rule 4450(a)(3). The Company expects to address this deficiency with the Panel.
B. INSTITUTION OF LEGAL PROCEEDINGS AGAINST THE COMPANY.
The Company was named as a defendant in a case filed on November 12, 2002 with
the United States Bankruptcy Court for the Southern District of California
captioned Richard M. Kipperman, Liquidating Trustee of the bankruptcy estate of
CollegeClub.com, Inc., Campus24, Inc. and CollegeStudent.com, Inc. v. General
Motors and Student Advantage (In re CollegeClub.com, Inc.) (Adversarial
Proceeding 02-90526 AD). The complaint alleges that the Company improperly
received payments under a contract with General Motors that its acquired from
the bankrupt CollegeClub.com in October 2000. The plaintiff alleges that the
payments were earned by CollegeClub.com prior to the acquisition and were not
sold to the Company and seeks damages totaling $2,250,000 in the aggregate, plus
interest. The Company believes that the plaintiff's allegations are factually
incorrect and are inconsistent with the terms of its acquisition agreement with
CollegeClub.com and intends to defend the matter vigorously. If, however, the
Company is required to make the requested payment to the trustee, its financial
condition and liquidity would suffer significant harm.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
See the Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STUDENT ADVANTAGE, INC.
(Registrant)
Date: December 11, 2002 By: /s/ Raymond V. Sozzi, Jr.
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Raymond V. Sozzi, Jr.
(President and Chief Executive
Officer)
EXHIBIT INDEX
99.1 Press Release dated December 10, 2002 of the Registrant.