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CACH > SEC Filings for CACH > Form 8-K on 9-Apr-2013All Recent SEC Filings

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Form 8-K for CACHE INC


Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfe

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

On April 8, 2013, Cache, Inc. (the "Company") received a letter from the Nasdaq Stock Market ("Nasdaq") stating that the Company has failed to comply with Listing Rule 5605 of the Nasdaq Stock Market Rules. Rule 5605 requires listed companies to have an audit committee consisting of at least three independent directors. The Company currently has only two members on its audit committee as a result of the changes made to its Board of Directors on April 4, 2013, pursuant to the transactions contemplated by the previously disclosed Investment Agreement entered into on February 5, 2013.

If the Company's next annual shareholders' meeting is held before October 1, 2013, the Company has until October 1, 2013 to regain compliance with Rule 5605. The Company expects to fill the vacancy on its audit committee prior to the expiration of the grace period, immediately following its 2013 annual meeting, which would result in the Company regaining compliance with Rule 5605.

Receipt of the letter described above from Nasdaq is a required disclosure under Item 3.01 of Form 8-K. The notification has no immediate effect on the listing of the Company's common stock or its rights to purchase common stock.

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