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HRT > SEC Filings for HRT > Form 8-K/A on 2-May-2013All Recent SEC Filings

Show all filings for ARRHYTHMIA RESEARCH TECHNOLOGY INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for ARRHYTHMIA RESEARCH TECHNOLOGY INC /DE/


2-May-2013

Results of Operations and Financial Condition, Financia


Item 2.02 Results of Operations and Financial Condition.
On April 17, 2013, Arrhythmia Research Technology, Inc. (the "Company") announced its preliminary financial results for the twelve months ended December 31, 2012 together with an explanation for the delay in filing its annual report on Form 10-K for the year ended December 31, 2012. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.01 to this Current Report on Form 8-K.
The information in this Form 8-K and Exhibit 99.01 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
By letter dated April 17, 2013, the NYSE MKT LLC (the "Exchange") notified Arrhythmia Research Technology, Inc. (the "Company") that it is not in compliance with certain of the Exchange's continued listing standards as set forth in Sections 134 and 1101 of the Exchange's Company Guide (the "Company Guide") as a result of the failure to file its annual report on Form 10-K on a timely basis. The Company has therefore become subject to the procedures and requirements of Section 1009 of the Company Guide. Such procedures require the Company to communicate with the Exchange by April 23, 2013 to confirm receipt of the letter and indicate whether or not it intends to submit a plan of compliance. The Company intends to submit a plan of compliance to the Exchange by May 1, 2013 in accordance with the notice advising the Exchange of action it has taken or intends to take that will bring the Company into compliance with Sections 134 and 1101 of the Company Guide by no later than July 16, 2013. If the plan is accepted but the Company is not in compliance with the continued listing standards of the Company Guide by July 16, 2013 or if the Company is not making progress consistent with the plan, the Company may be subject to delisting procedures.
On April 23, 2013, the Company issued a press release regarding the notice. A copy of the Company's press release is attached hereto as Exhibit 99.01. Forward-Looking Statements
Forward-looking statements made herein are based on current expectations of the Company that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include our ability to maintain our current pricing model and/or decrease our cost of sales; our ability to increase sales of higher margin products and services; variations in the mix of products sold; variability of customer demand and delivery requirements; ability to license our software, provide timely customization and updates; a stable interest rate market and/or a stable currency rate environment in the world, and specifically the countries where we are doing business; continued availability of supplies or materials used in manufacturing at competitive prices; continued availability of supplies or materials used in manufacturing at competitive prices; amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources; volatility in commodity and energy prices; and the Company's ability to offset higher costs with price increases. More information about factors that potentially could affect the Company's financial results is included in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.01 Press Release dated April 23, 2013.
99.02 Press Release dated April 17, 2013 re preliminary results.


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