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
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Date of Report (Date of earliest event reported): August 15, 2007
FOCUS ENHANCEMENTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11860 04-3144936
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1370 Dell Ave., Campbell, CA 95008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 866-8300
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))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On August 15, 2007, Focus Enhancements, Inc. ("Focus" or "the Company") received
a letter from The Nasdaq Stock Market notifying Focus that for the last 30
consecutive business days, the bid price of Focus' common stock had closed below
the minimum $1.00 per share price requirement for continued inclusion under
Nasdaq Marketplace Rules 4310(c)(4).
Pursuant to Marketplace Rule 4310(c)(8)(D), the Company will be provided with
180 calendar days to regain compliance with Nasdaq Capital Market's minimum bid
price requirement. To do so, the bid price of the Company's common stock must
close at $1.00 or more per share, for a minimum of 10 consecutive business days,
before February 11, 2008.
If Focus Enhancements does not regain compliance by February 11, 2008, Nasdaq
Staff will determine whether the Company meets the Nasdaq Capital Market initial
listing criteria as set forth in Marketplace Rule 4310(c), except for the bid
price requirement. If so, Nasdaq will notify the Company that it has been
granted an additional 180 calendar day compliance period.
If the Company is not eligible for an additional compliance period, Nasdaq Staff
will provide written notification that the Company's common stock will be
delisted. The Company may appeal the Nasdaq Staff's determination at that time.
A copy of the press release announcing such notice is included as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release "Focus Enhancements Receives Nasdaq Deficiency Notice
Relating to Minimum Bid Price"
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.
FOCUS ENHANCEMENTS, INC.
Date: August 15, 2007 By: /s/ Gary Williams
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Name: Gary Williams
Title: SVP of Finance and CFO