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| FSN > SEC Filings for FSN > Form 8-K on 12-Feb-2009 | All Recent SEC Filings |
12-Feb-2009
Notice of Delisting or Failure to Satisfy a Continued
On February 6, 2009, Fusion Telecommunications International Inc., (the "Company") received notice from NYSE Alternext US LLC (the "Exchange") indicating the intent of the Exchange to strike the Company's common stock and redeemable common stock purchase warrants (collectively, the "Securities") from listing on the Exchange. The Exchange notice reflects the conclusion of the Staff of the Exchange that the Company's proposed plan of compliance, submitted on November 17, 2008, did not satisfactorily demonstrate the Company's ability to address the following deficiencies under the Exchange Company Guide:
• The Company has had stockholders' equity of less than $2 million and
losses from continuing operations and net losses in two of its three most
recent fiscal years, stockholder's equity of less than $4 million and
losses from continuing operations and net losses in three of its four most
recent fiscal years, and stockholders' equity of less than $6 million and
losses from continuing operations and net losses in its five most recent
fiscal years, as a result of which the Company is not in compliance with
Section 1003(a)(i), Sections 1003(a)(ii) and 1003(a)(iii) of the Company
Guide; and
• The Company has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition had become so impaired, that, in the Exchange's opinion, it is questionable whether the Company can continue operations and/or meet its obligations as they mature, as a result of which the Company is not in compliance with Section 1003(a)(iv) of the Company Guide; and
• The Company did not adequately address the low selling price of its securities within a reasonable time after being advised by the Staff of the Exchange that it deemed it appropriate for the Company to effect a reverse stock split, and as a result, the Staff has asserted an additional deficiency pursuant to Section 1003(f)(v) of the Company Guide.
The Company intends to appeal the Exchange's determination before a Listing Qualifications Panel (the "Panel"). The Company's Securities will continue to be listed on the Exchange pending the Panel's determination. If the Company's Securities are delisted from the Exchange, the Company believes its Securities are eligible to continue trading on the Over-the-Counter Bulletin Board.
Since October 17, 2008, the Company has been included in a list of issuers that are not in compliance with the Exchange's continued listing standards, which is posted on www.amex.com and includes the specific listing standard(s) with which the company does not comply. Furthermore, since October 17, 2008 the Company became subject to the indicator .BC to denote its noncompliance, which is disseminated as an extension of the Company's symbol on the Consolidated Tape Association's Consolidated Tape System and Consolidated Quote Systems low speed and high speed tapes whenever the Company's trading symbol is transmitted with a quotation or trade. Both the website posting and the indicator will remain in effect until such time as the Panel has made its determination.
On February 12, 2009, the Company disseminated a press release relating to the disclosure contained herein. A copy of that press release is furnished as an exhibit to this report. The press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
(d) Exhibits
99.1 Press Release issued by Fusion Telecommunications International, Inc.,
dated February 12, 2009 entitled "FUSION RECEIVES NYSE ALTERNEXT US LLC
NOTICE OF DELISTING AND ANNOUNCES ITS INTENT TO APPEAL."
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