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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 17, 2004
EXTENDED SYSTEMS INCORPORATED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-23597 82-0399670
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
5777 NORTH MEEKER AVENUE
BOISE, IDAHO 83713
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(208) 322-7575
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
[_] 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))
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On July 30, 2004, Extended Systems Incorporated filed a Current Report on Form
8-K with the Securities and Exchange Commission (the "SEC") to report that
PricewaterhouseCoopers LLP ("PwC") had declined to stand for reelection as our
independent registered public accounting firm. In a Current Report on Form 8-K
filed on October 5, 2004, we reported that the Audit Committee of our Board of
Directors had selected Deloitte & Touche, LLP ("Deloitte") as our independent
registered public accounting firm for our fiscal year ending June 30, 2005, and
that Deloitte had informed us of its acceptance of the engagement. On October
28, 2004, we reported in our Proxy Statement for the 2004 Annual Meeting of
Stockholders and in a Current Report on Form 8-K that we had discovered that one
of Deloitte's member firms had rendered de minimis services for us, and that as
a result of those services Deloitte had informed us it could not be independent
and could not proceed with the engagement.
As a result of the timing of PwC's notification that it would not stand for
reelection, the initial engagement of Deloitte and Deloitte's subsequent
withdrawal from the engagement, and as we reported in our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2004, which we filed with the SEC
on November 15, 2004, the interim financial statements contained in that report
were not reviewed by an independent accountant as required under SEC Rule
10-01(d) of Regulation S-X. On November 17, 2004, we notified the Nasdaq
National Market ("Nasdaq") that we had filed a Quarterly Report on Form 10-Q
containing financial statements that were not reviewed by an independent
accountant, and that we believed this may constitute a violation of Nasdaq's
Marketplace Rules. On November 17, 2004, we received a Nasdaq Staff
Determination indicating our securities are subject to delisting from Nasdaq at
the opening of business on November 29, 2004, because our Quarterly Report on
Form 10-Q was incomplete and failed to comply with the requirements for
continued listing set forth in Nasdaq's Marketplace Rule 4310(c)(14). Effective
November 19, 2004, the fifth character "E" will be added to our trading symbol
so that it will be changed from XTND to XTNDE.
We have not yet engaged an independent registered public accounting firm to
replace Deloitte, but we are actively engaged in discussions with several
candidates. We intend to have the independent registered public accounting firm
that we engage for our fiscal year 2005 complete the required review of our
financial statements for the quarter ended September 30, 2004 and to file an
amended Quarterly Report on Form 10-Q/A upon completion of the review.
We intend to request a hearing before a Nasdaq Listing Qualifications Panel to
request continued listing on Nasdaq during the period we seek to retain an
independent accountant and complete the review of our interim financial
statements for the quarter ended September 30, 2004. A hearing request will stay
the delisting of our securities pending the panel's decision. There is no
assurance that our request will be granted.
ITEM 7.01 REGULATION FD DISCLOSURES
On November 18, 2004 we issued a press release announcing that we had received
notification from Nasdaq that our securities are subject to delisting. This
press release is attached as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT DESCRIPTION
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99.1 Press Release dated November 18, 2004 of Extended
Systems Incorporated
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.
Date: November 18, 2004 EXTENDED SYSTEMS INCORPORATED
By: /s/ VALERIE A. HEUSINKVELD
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Valerie A. Heusinkveld
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number
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99.1 Press Release dated November 18, 2004 of Extended Systems Incorporated.