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UNITED STATES
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 25, 2008
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
718 University Ave., Suite 202 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
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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 (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 CRF 240.14d-2(b))
[ ] Pre-commencement communication 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 February 25, 2008, Semotus Solutions, Inc. ("we" or "our") received a written
notice from the Staff of the Amex advising that an American Stock Exchange
("Amex") hearing panel had affirmed the Staff's determination to delist our
common stock from the Amex (as previously reported on our SEC Form 10QSBs for
the quarters ending June 30, 2006 and 2007, September 30, 2006 and 2007,
December 31, 2006 and 2007, Form 10KSB for the year ended March 31, 2007, and
Form 8-Ks filed on July 18, 2006, August 25, 2006 and December 21, 2007), based
on our noncompliance with certain Amex listing standards, in that:
o We had shareholders' equity of less than $4 million and had sustained
losses from continuing operations and net losses in three of our four
most recent fiscal years, as a result of which we were not in
compliance with Section 1003(a)(ii) of the Amex Company Guide; and
o We had shareholders' equity of less than $6 million and had sustained
losses from continuing operations and net losses in our five most
recent fiscal years, as a result of which we were not in compliance
with Section 1003(a)(iii) of the Amex Company Guide.
The notice provided that the Amex would suspend trading in our common stock as
soon as practicable and would file as soon as practicable an application with
the Securities and Exchange Commission ("SEC") to remove our common stock from
listing and registration on the Amex.
We have proceeded to have our stock trade on the OTC Bulletin Board ("OTCBB"),
under a new stock symbol. We expect that this will happen, pending final
approval by the OTCBB.
ITEM 8.01. OTHER EVENTS.
Upon delisting of our securities from Amex, the following additional
consequences may occur:
o Certain institutional investors have policies against investments in
bulletin board companies and other investors may refrain from
purchasing our securities because they are no longer listed on a
national securities exchange; and/or
o Our ability to sell our equity and debt securities in direct or
underwritten offerings will be more limited in numerous states because
it will no longer benefit from state exemptions from registration
based upon our listing on the Amex.
This report contains forward-looking statements that can be identified by such
terminology such as "believes," "expects," "potential," "plans," "suggests,"
"may," "should," "could," "intends," or similar expressions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results to be materially different from
any future results, performance or achievements expressed or implied by such
statements. In particular, management's expectations regarding our ability to
continue having our common stock quoted on the OTCBB following the Amex's filing
of a delisting application with the SEC could be affected by, among other
things, compliance with applicable quotation requirements of the OTCBB.
Forward-looking statements speak only as to the date they are made. The Company
does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.
On February 29, 2008, we issued a press release announcing the matters discussed
above. A copy of that press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit
Number Description Location
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99.1 Press Release dated February 29, 2008. Filed electronically herewith.
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,
hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: February 29, 2008 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
Chief Executive Officer