UNITED STATES
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):
June 2, 2005
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DPAC TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
________________
California 0-14843 33-0033759
(State or other jurisdiction (Commission I.R.S. Employer
of incorporation) File Number) Identification Number
________________
7321 Lincoln Way, Garden Grove, California 92841
(Address of principal executive office) (Zip Code)
714/ 898-0007
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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):
|X| 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))
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
(a)
The Registrant's News Release dated June 3, 2005 is filed herewith as Exhibit
99.1 and incorporated herein by this reference. Such News Release was issued
pursuant to Marketplace Rule 4815(b). The Registrant's News Release dated May
25, 2005 is filed herewith as Exhibit 99.2 and incorporated herein by this
reference.
On June 2, 2005, the Registrant received from the Nasdaq Stock Market a Nasdaq
Staff Determination stating that our Common Stock is subject to delisting from
the Nasdaq SmallCap Market. However, the Registrant has requested a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff Determination.
It is possible that the Registrant could experience a delisting of its Common
Stock at some time in the near future, in which event the Registrant will make
public announcements and filings as required. The Common Stock has not been
delisted at this time.
The Nasdaq Staff Determination which we received on June 2, 2005 stated that the
Registrant fails to meet the following continuing listing standards of the
Nasdaq SmallCap Market: Rule 4310(c)(2)(B) requires that the issuer have a
minimum of $2,500,000 in stockholders' equity; or $35,000,000 market value of
listed securities; or $500,000 of net income from continuing operations for the
most recently completed fiscal year or two of the three most recently completed
fiscal years; and Rule 4450(a)(5) requires that the listed security have a
minimum bid price for continued listing of $1.00.
These deficiencies do exist. The Registrant's plans to resolve these
deficiencies by completing an agreed-upon transaction with QuaTech, Inc., a
triangular merger. Through the triangular merger, additional financing and a
reverse stock split, the Registrant hopes to satisfy the Nasdaq SmallCap Market
minimum shareholders' equity requirement and minimum bid price requirement for
continued listing of our Common Stock, but cannot assure success. If Nasdaq
requires the Registrant to meet the initial listing criteria, the Registrant may
be able to do so as well, cannot assure it. The Nasdaq Staff Determination also
reminds us that on May 17, 2005 the Nasdaq Staff had determined that this
transaction would be a "Reverse Merger" pursuant to Marketplace Rule 4430(f).
Therefore, the Registrant would be required to file an initial listing
application and meet all initial listing criteria, which would increase the
minimum standards to be met by the Registrant, including QuaTech,
post-transaction. The Registrant has requested a hearing on that "reverse
merger" determination as well as the delisting issues.
Unless the Nasdaq Hearing Panel accepts the Registrant's position concerning
delisting, the Common Stock will be delisted from the Nasdaq SmallCap Market.
The Common Stock could be delisted at any time following a hearing scheduled for
June 16, 2005. However, the Registrant hopes that the appeal will be successful
on both issues--"continued listing" and "reverse merger". In the event of
delisting, the Registrant intends that its Common Stock shall trade on the
Over-the-Counter Bulletin Board. The delisting of the Common Stock could
adversely affect the value of the Common Stock.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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99.1 Press Release of Registrant dated June 3, 2005.
99.2 Press Release of Registrant dated May 25, 2005.
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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.
DPAC Technologies Corp.
(Registrant)
Date June 3, 2005
/s/ Creighton K. Early
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(Signature)
Creighton K. Early, Chief Executive Officer
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(Name and Title)
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