SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 18, 2002
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Castelle
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
000-22020 77-0164056
(Commission File Number) (IRS Employer Identification No.)
855 Jarvis Drive
Suite 100
Morgan Hill, California 95037
(Address of Principal Executive Offices) (Zip Code)
(408) 852-8000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5: Other Events
On November 19, 2002, Castelle issued a press release announcing its
receipt of a letter from NASDAQ Listing Qualifications Hearings Counsel dated
November 18, 2002. The letter reported the grant of an exception under which
Castelle common stock will continue to be listed on the NASDAQ SmallCap Market.
The NASDAQ Listing Qualifications Panel has granted Castelle a
temporary exception to NASDAQ's minimum bid price requirement - subject to
Castelle meeting certain conditions during the term of the exception. This
followed from a NASDAQ hearing requested by Castelle and held on October 17,
2002, since Castelle had received notice from NASDAQ that it had not met the
minimum bid price requirement as of September 9, 2002. The exception extends
through January 17, 2003, or longer if the stock is at $1.00 per share on that
date. If Castelle is deemed to have met the terms of the exception, it will
continue to be listed on the NASDAQ SmallCap Market.
Beginning on Wednesday, November 20, 2002, and for the duration of
the exception, Castelle's NASDAQ symbol will change from CSTL to CSTLC.
During the past 30 days, the Company's stock has closed at prices
between $0.80 and $1.15 per share, including a closing bid price above $1.00 per
share for nine consecutive days. For continued listing following the exception
period, the stock must have a closing bid price above $1.00 per share for ten
consecutive days. The closing bid price for the Company's common stock on
November 18, 2002, was $0.95 per share.
At Castelle's Annual Meeting of Shareholders scheduled for December
20, 2002, Castelle will seek authorization for a reverse split of Castelle's
common stock. If approved by the shareholders, the reverse split will only be
exercised if Castelle's Board of Directors deems that such an action is
necessary and in the best interest of its shareholders.
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.
Date: November 20, 2002
Castelle
By: /s/ Scott C. McDonald
Scott C. McDonald
President and Chief Executive Officer