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): October 30, 2002
DIGITAL FUSION, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24073 13-3817344
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(State or Other Jurisdiction) (Commission File Number) (IRS Employer
Identification No.)
400 North Ashley Drive, Suite 2600, Tampa, FL 33602
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (813) 221-0024
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 30, 2002, the Registrant issued a press release announcing the
receipt of a letter from The Nasdaq Stock Market, Inc. notifying the Registrant
that its Common Stock had failed to maintain a minimum closing bid price of
$1.00 per share over the last 30 consecutive trading days as required by The
Nasdaq SmallCap Market listing requirements and that it has 180 days or until
April 28, 2003 to regain compliance by maintaining a minimum closing bid price
of $1.00 per share for 10 consecutive trading days. The Registrant further
announced that if it can demonstrate net income of at least $750,000 in either
its latest fiscal year or in two of its last three fiscal years, stockholders'
equity of $5 million or a market capitalization of at least $50 million, the
Registrant will be given an additional 180-day grace period or until October 25,
2003 to regain compliance.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Name of Exhibit
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99.1 Press release of Registrant dated October 30, 2002
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.
DIGITAL FUSION, INC.
(Registrant)
By: /s/ Karen L. Surplus
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Karen L. Surplus, Chief Financial Officer,
Treasurer and Asst. Secretary
Date: October 30, 2002
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Exhibit 99.1
Digital Fusion Receives Notice From Nasdaq to Start 180-Day Grace Period
to Regain Compliance With Nasdaq Listing Requirements
TAMPA, FL.--October 30, 2002, Digital Fusion, Inc. (Nasdaq: DIGF),
announced today the receipt of a letter from The Nasdaq Stock Market, Inc.
notifying the company that its common stock has failed to maintain a minimum bid
price of $1.00 over the last 30 consecutive trading days as required by The
Nasdaq SmallCap Market listing requirements. The letter states that the company
will have 180-days or until April 28, 2003 to regain compliance by maintaining a
minimum closing bid price of $1.00 per share for 10 consecutive trading days.
Following this initial 180 calendar day grace period, if the company can
demonstrate net income of at least $750,000 in either its latest fiscal year or
in two of its last three fiscal years, stockholders' equity of $5 million or a
market capitalization of at least $50 million, the company will be given an
additional 180-day grace period or until October 25, 2003 to regain compliance.
"The company will consider all available options in order to regain full
compliance with the Nasdaq listing requirements," said Roy E. Crippen, III,
Digital Fusion's president and chief executive officer.
About Digital Fusion
Digital Fusion provides comprehensive business and information technology
solutions to businesses, organizations and public sector institutions in the
Eastern U.S. We have over 10 years experience designing, developing, and
integrating complex business systems, providing a range of services, including
enterprise application solutions, IT consulting and IT support and integration.
For additional information regarding Digital Fusion's services, visit
http://www.digitalfusion.com/.
Forward Looking Statements. All statements other than statements of
historical fact included in this release are forward-looking statements. When
used in this release, words such as "anticipate," "believe," "estimate,"
"expect," "intend" and similar expressions, as they relate to the Company or its
management, as well as assumptions made by and information currently available
to the Company's management, identify forward-looking statements. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors including, but not limited to: the
effect of business and economic conditions; the impact of competitive products
and pricing; and capacity and supply constraints or difficulties. Such
statements reflect the current views of the Company with respect to future
events and are subject to these and other risks, uncertainties and assumptions
relating to the operations, results of operations, growth strategy and liquidity
of the Company.
For further information:
Roy E. Crippen Karen L. Surplus
President & Chief Executive Officer Chief Financial Officer
+1.813.221.0024 x 4001 +1.813.221.0024 x 4004
rcrippen@digitalfusion.com ksurplus@digitalfusion.com
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