UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 6, 2004
(Date of earliest event reported)
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ARLINGTON HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-15291 36-3312434
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File No.) Identification No.)
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2355 South Arlington Heights Road
Suite 400
Arlington Heights, Illinois 60005
(Address of Principal Executive Offices)
(847) 228-5400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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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 December 6, 2004, the Company received a letter from The Nasdaq
Stock Market advising it that it does not comply with the minimum $10,000,000
stockholders' equity requirement for continued listing on the Nasdaq National
Market as set forth in Marketplace Rule 4450(a)(3). Nasdaq made this
determination because the Company reported stockholders' equity of $9,969,538 in
its Form 10-Q for the quarter ended September 30, 2004. Because the Company
fails to satisfy Marketplace Rule 4450(a)(3), the Nasdaq Staff is reviewing the
Company's eligibility for continued National Market listing and has requested
that the Company provide, on or before December 21, 2004, the Company's plan to
achieve and sustain compliance with Nasdaq listing standards. The Company
intends to present such plan to the Nasdaq Staff.
If, after conclusion of the review process, the Nasdaq Staff determines
that the Company has not provided a sufficient plan to achieve compliance in the
short-term and to sustain compliance in the long-term, the Nasdaq Staff will
provide notice to the Company and may commence proceedings to delist the
Company's common stock. At such time, the Company may determine to appeal the
Nasdaq Staff's determination and, if unsuccessful in such appeal, apply to list
the Company's common stock on The Nasdaq SmallCap Market, if at such time, the
Company satisfies the requirements for listing on this market. Presently, the
Company believes it satisfies the requirements for listing on this market. There
can be no assurance that the Nasdaq Staff will accept the Company's plan to
achieve compliance with the Marketplace Rules, or that the Company will satisfy
the requirements for continued listing on the Nasdaq National Market.
Additionally, if the Company determines to apply for listing of its common stock
on The Nasdaq SmallCap Market, there can be no assurance that it will satisfy
the listing standards for such market.
SIGNATURES
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 hereunto duly authorized.
DATE: December 10, 2004
Arlington Hospitality, Inc.
(Registrant)
By: /s/ Jerry H. Herman
Jerry H. Herman
Chief Executive Officer
By: /s/ James B. Dale
James B. Dale
Senior Vice President and
Chief Financial Officer