On December 11, 2008, we notified the Nasdaq Stock Market ("Nasdaq") that we no longer satisfy Marketplace Rule 4350, regarding board composition, for continued listing on Nasdaq. On December 15, 2008, we received a Nasdaq Staff Deficiency Letter indicating that they had received our notification and that they agree that we are not currently in compliance with the independent director composition requirements of Nasdaq Marketplace Rule 4350. That rule provides that for Nasdaq-listed companies, a majority of the board must be comprised of independent directors. We were no longer in compliance as a result of the unanticipated death of our independent board member, Ralph Clements on November 29, 2008.

Consistent with Marketplace Rule 4350(c)(1), Nasdaq has provided us a "cure period" to regain compliance, until our next annual meeting, which last year occurred in July. We intend to appoint a new independent director to serve on our board and to be in full compliance with the Marketplace Rules within the cure period.

On December 16, 2008, we issued a press release about our receipt of the Nasdaq Staff Deficiency Letter. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in the press release is not to be deemed "filed" for purposes of the Securities Exchange Act of 1934 and is not incorporated by reference in any registration statement under the Securities Act of 1933.

(d) Exhibits

Exhibit
Number                            Description of Exhibit
99.1      Press Release regarding Notice of Non-Compliance with NASDAQ
          Marketplace Rule 4350, issued on December 16, 2008 (furnished
          herewith).