UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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
___________________________
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))
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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 News Releases referenced herein were issued publicly pursuant to Nasdaq
Marketplace Rule 4815(b). The Registrant's News Release dated June 27, 2005 is
filed herewith as Exhibit 99.3 and incorporated herein by this reference. This
News Release describes the Notification of Additional Delinquency dated June 22,
2005, from the Nasdaq Stock Market, received by the Registrant that date. This
report amends and supplements Item 3.01 of the Registrant's Form 8-K filed June
6, 2005.
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. A hearing was held before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The Common Stock has not
been delisted at this time; however, it is possible that the Registrant could
experience a delisting of its Common Stock at some time in the near future.
Subsequently, the Registrant received the notice of additional delinquency
referred to the June 27, 2005 News Release.
The Registrant has received notices related to deficiencies concerning the
following continuing listing standards of the Nasdaq SmallCap Market: Rule
4310(c)(2)(B), which 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 4310(c)(4), which requires that the listed security have a minimum bid
price for continued listing of $1.00.
The Nasdaq Staff also 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 also presented
its position at the hearing on that "reverse merger" determination as well as
the delisting issues.
The Registrant plans to resolve these deficiencies by completing an agreed-upon
transaction with QuaTech, Inc., additional financing and a reverse stock split.
The Registrant hopes to satisfy, when the transactions are completed, 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
at the consummation of the QuaTech transaction, the Registrant may not be able
to do so practicably.
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 unless the appeal succeeds 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. Trading on the Over-the-Counter
Bulletin Board, which is less liquid generally than the Nasdaq, could also
adversely affect the volatility of the Common Stock and its market value.
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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.
99.3 Press Release of Registrant dated June 27, 2005.
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* Previously filed with Form 8-K filed with the SEC on June 6, 2005 and
incorporated herein by this reference.
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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 27, 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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