SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 8, 2000
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Netgateway, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
000-27941 87-0591719
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(Commission File Number (IRS Employer Identification No.)
754 East Technology Avenue, Orem, Utah 84097
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(Address of Principal Executive Offices) (Zip Code)
801.227.0004
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(Registrant's Telephone Number, Including Zip Code)
300 Oceangate, 5th Floor, Long Beach, California 90802
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Items.
The registrant has been granted a hearing before the NASDAQ, scheduled
for January 11, 2001, regarding its appeal of the decision of the Nasdaq staff's
decision to delist the registrant's securities from the Nasdaq National Market
System, as described in the attached press release issued on December 8, 2000.
The press release is attached hereto as Exhibit 99.1 and incorporated herein by
this reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not Applicable.
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(b) Pro Forma Financial Information. Not Applicable.
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(c) Exhibits.
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99.1 Netgateway, Inc. press release, dated December 8, 2000.
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.
Netgateway, Inc.
Date: December 18, 2000 By: /s/ Frank C. Heyman
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Frank C. Heyman, Chief Financial Officer
Exhibit 99.1
Netgateway Appoints New CEO and Board Members
Orem, Utah -Dec. 8, 2000 -Netgateway, Inc. (Nasdaq: NGWY - news), a provider of
business-to-business and business-to-consumer e-Commerce solutions, today
announced that it had filed a request for a hearing in connection with the
Nasdaq staff's decision to delist the Company's securities from the Nasdaq
National Market System. Netgateway's request will suspend the delisting process
pending the outcome of the hearing which has not yet been scheduled. The Company
had previously disclosed in its quarterly report on Form 10-Q filed on November
22, 2000 that it had been informed by Nasdaq that its stock did not meet the
requirements for continued listing, including the minimum bid price and tangible
net assets requirements, and that in response the Company had presented Nasdaq
with information on its plan to achieve compliance with these listing
requirements.
"We are currently evaluating various alternatives to present to the Nasdaq
Listings Qualifications Panel at the hearing and are also planning to apply for
a listing on the Nasdaq SmallCap Market," said Keith Freadhoff, Netgateway's
Chairman and Chief Executive Officer. Netgateway does not currently meet the
requirements for a listing on the Nasdaq SmallCap Market.
Based on the outcome of the hearing, the Company's shares may continue to trade
on the Nasdaq National Market, the Company may be granted a further temporary
stay of delisting, the Company may qualify to trade on the Nasdaq SmallCap
Market, or the shares may be delisted from the Nasdaq National Market. If the
shares are delisted, they likely would be quoted on the NASD Over the Counter
Electronic Bulletin Board.
About Netgateway
Netgateway enables companies of all sizes to extend their business to the
Internet quickly, effectively - with minimal investment. Netgateway develops,
hosts, licenses, and supports a wide range of built-to-order B2B, B2E, and B2C
applications including enterprise portals, e-Retail, e-Procurement, and
e-Marketplace solutions. Netgateway (www.netgateway.com) is located at 754
Technology Ave., Orem, UT 84097.
This press release contains forward-looking statements within the meaning of the
Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of the
management of Netgateway and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. For a more detailed discussion of
factors that affect the company's operating results, please refer to the
company's SEC reports including Netgateway's most recent reports on Form 10-K
and Form 10-Q. Additional information is available from Netgateway's Investor
Relations department may be obtained by calling or writing. Netgateway
(www.netgateway.com) is located at 754 Technology Ave, Orem, Utah, 84097. This
is material information only and is not an offer or solicitation to buy or sell
securities.
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