Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in our Current Report on Form 8-K, dated February 13, 2009, Craig S. Mitchell resigned as a member of our Board of Directors and our Audit Committee on February 13, 2009.
On March 2, 2009, we received a letter from The Nasdaq Stock Market indicating that due to the resignation of Craig S. Mitchell on February 13, 2009, we no longer comply with Nasdaq's audit committee requirements as set forth in Marketplace Rule 4350. This rule requires our audit committee to have at least three independent members. As a result of Mr. Mitchell's resignation, we only have two of the three required independent audit committee members.
However, consistent with Marketplace Rule 4350(d)(4), Nasdaq will provide us with a cure period in order to regain compliance as follows:
• until the earlier of our next annual shareholders' meeting or February 13, 2010; or

• if the next annual shareholders' meeting is held before August 12, 2009, then we must evidence compliance no later than August 12, 2009.

We expect to appoint a new director to fill the vacancy created by Mr. Mitchell's resignation within the cure period.
Under Marketplace Rule 4803(a), we are required to issue a press release disclosing receipt of the Nasdaq letter and the Nasdaq rules upon which it is based. Accordingly, on March 6, 2009, we issued such a press release, a copy of which is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No. Description

99.1 Press release issued March 6, 2009

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