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): February 11, 2003
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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 AND REGULATION FD DISCLOSURE.
On February 11, 2002, Student Advantage, Inc. (the "Company") received a
letter from the Nasdaq Listing Qualifications Panel (the "Panel") stating that
the Panel determined to de-list the Company's securities from the Nasdaq Stock
Market effective with the open of business on February 13, 2002. The Company was
originally given notification of its failure to meet certain listing
requirements because it had failed to meet the market value of publicly held
shares and net tangible assets/shareholders' equity/market value of listed
securities/total assets, as set forth in Nasdaq Marketplace Rules
4450(a)/4450(b)(1) and 4450(a)(2), respectively. The Company had appealed the
original decision to de-list the Company's securities at an oral hearing before
the Panel on January 10, 2003. Despite the Company's stated request for
continued inclusion on the Nasdaq National Market, the Panel determined to
de-list the Company's securities. The Panel was of the opinion that the Company
failed to present a definitive plan that will enable it to evidence compliance
with all requirements for continued listing on The Nasdaq National Market within
a reasonable period of time and to sustain compliance with those requirements.
In particular, the Panel was of the view that the Company's plan to satisfy the
net tangible assets/shareholders' equity requirement is not yet definitive in
nature and will likely require significant additional time to implement.
Finally, the Panel observed that the Company does not currently satisfy all
requirements for continued listing on The Nasdaq SmallCap Market.
The Company's securities are eligible to trade on the OTC Bulletin Board. The
Nasdaq Listing and Hearing Review Council (the "Listing Council") may, on its
own motion, determine to review any Panel decision within 45 calendar days after
issuance of the written decision. If the Listing Council determines to review
this decision, it may affirm, modify, reverse, dismiss, or remand the decision
to the Panel. The Panel has stated that the Company will be immediately notified
in the event the Listing Council determines that this matter will be called for
review.
The press release relating to the aforementioned matters and issued by the
Company on February 12, 2002 is attached hereto as Exhibit 99.1.
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.
SIGNATURES
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: February 13, 2003 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 February 12, 2003 of the Registrant.