SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): March 20, 2002
800 TRAVEL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 1-13271 59-3343338
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4802 GUNN HIGHWAY
TAMPA, FLORIDA 33624
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 813-908-0404
ITEM 2. BANKRUPTCY OR RECEIVERSHIP.
On March 22, 2002, 800 Travel Systems, Inc. (the "Company") filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Middle District of Florida (the "Bankruptcy Court") (Case No. 02-05461-8G1). The
Company will continue to manage their properties and operate its business as a
"debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code. On March 22,
2002, the Company issued a press release relating to the foregoing. A copy of
the release is attached hereto as Exhibit 99.1 and is incorporated in its
entirety herein by reference.
ITEM 5. OTHER EVENTS.
On March 20, 2002 Mr. Peter M. Sontag resigned as Chairman of the Board
of Directors of the Company.
On March 27, 2002 the Company received a Nasdaq Staff Determination,
indicating that, based on the Nasdaq Staff's review and in accordance with
Marketplace Rules 4330(a)(1) and 4330(a)(3), the Company's common stock would be
delisted from The Nasdaq Smallcap Market at the opening of business on April 4,
2002. The Nasdaq Staff Determination stated that its decision to delist the
Company's common stock was based on the following factors: the recent filing by
the Company of its Chapter 11 reorganization petition with the U.S. Bankruptcy
Court and the associated public interest concerns raised by it; concerns
regarding the residual equity interest of the existing listed securities
holders; the Staff's belief that the Company will not be able to timely file its
Form 10KSB; and, in light of the bankruptcy filing, the lack of assurance by the
Staff that the Company meets or will be able to sustain compliance will all
requirements for continued listing on The Nasdaq Stock Market. In addition, the
Company also has been advised that it will be subject to delisting if it fails
to pay the Nasdaq Annual Fee (in the amount of $10,000) on or before April 3,
2002.
The Company has a right to appeal the Staff's determination to delist
the Common Stock from the Nasdaq Stock Market. While the Company believes that
any delisting proceeding that commences after the Company has filed its
Bankruptcy proceeding may be a violation of section 362(a) of the Bankruptcy
Code, and that section 365(e) of the Bankruptcy Code may prevent Nasdaq from
applying Marketplace Rule 4330(a)(1) which provides that a more stringent
criteria may be applied for inclusion of a company's securities if the company
files for protection under the federal bankruptcy laws, the Company has
currently determined not to appeal the Staff's determination. The Company's
decision is based upon the Company's limited financial resources, its current
efforts to obtain debtor-in-possession financing and to successfully reorganize,
the costs of pursuing the appeal, the uncertain outcome of such an appeal and
the Company's potential inability to demonstrate qualifications for continued
listing on the Nasdaq Stock Market. Accordingly, the Company's Common Stock will
likely be delisted effective at the open of business on April 4, 2002. The
Company also anticipates that its Common Stock and warrants will be subject to
delisting from the Boston Stock Exchange.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
See Exhibit No. 99.1.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the press release filed with this Form 8-K and
oral statements by directors or officers of the Company that are not based on
historical fact may constitute "forward-looking statements" within the meaning
of the Securities Act of 1933 and Securities Exchange Act of 1934. The terms
"800 Travel," "company," "we," "our" and "us" refer to 800 Travel Systems, Inc.
The words "expect," "believe," "goal," "plan," "intend," "estimate," and similar
expressions and variations thereof are intended to specifically identify
forward-looking statements. Those statements include statements regarding the
intent, belief or current expectations of the company, its directors or its
officers, including but not limited to, statements regarding the Company's
Bankruptcy, the expected reorganization, the debtor in possession financing, the
Company's emergence from Bankruptcy and the statements regarding the delisting
of its securities and the lack of an appeal with respect to same. You are
cautioned that any such forward looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward looking statements as a
result of various factors, including (i) the inability of the Company to obtain
any debtor in possession financing, (ii) the inability to effect a
reorganization, (iii) the inability of the Company to continue operating, (iv)
further regulatory actions by the exchanges and those factors identified in our
filings from time-to-time with the SEC. The Company undertakes no obligation to
publicly update or revise forward looking statements to reflect events or
circumstances after the date of the press release and this Form 8-K or to
reflect the occurrence of unanticipated events.
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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 hereunto duly authorized.
800 TRAVEL SYSTEMS, INC.
By: /s/ Robert B. Morgan
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Robert B. Morgan
Its: President, Chief Executive Officer
and Chief Financial Officer
Dated: March 28, 2002
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EXHIBIT
EXHIBIT
NUMBER EXHIBIT
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99.1 Press Release dated March 22, 2002, announcing the Company's
filing of bankruptcy.
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