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IGOI > SEC Filings for IGOI > Form 8-K on 13-Nov-2013All Recent SEC Filings

Show all filings for IGO, INC.

Form 8-K for IGO, INC.


13-Nov-2013

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 November 12, 2013, iGo, Inc. (the "Company") gave notice to The NASDAQ Stock Market ("NASDAQ") of the Company's intent to voluntarily delist its common stock, par value $0.10 per share, with associated Series H Junior Participating Preferred Stock Purchase Rights, from the NASDAQ Capital Market by filing a Form 25 with the Securities and Exchange Commission ("SEC") on or about November 22, 2013. The Company expects that November 21, 2013 will be the last day that the Company's common stock will trade on NASDAQ. The Company anticipates that the Form 25 will become effective 10 days after the date of filing. The Company's Board of Directors unanimously approved the voluntary delisting of the common stock, with associated purchase rights, on November 7, 2013.

The Company previously disclosed that on September 27, 2013, the Company received a letter from NASDAQ notifying the Company that it was not in compliance with the majority independent director requirement as set forth in Listing Rule 5605(b)(1) and the audit committee requirement as set forth in Listing Rule 5605(c)(2), and that on September 30, 2013, the Company received a letter from NASDAQ reminding the Company of the requirement to hold an annual meeting of shareholders no later than December 31, 2013. Given the unlikely feasibility of ongoing compliance with the NASDAQ listing requirements and recent volume of trading in the Company's common stock, the Company's Board of Directors has determined that the managerial and administrative costs and burdens associated with having listed securities and complying with the applicable NASDAQ regulatory requirements outweighs the benefits to the Company and its shareholders of a continued NASDAQ listing.

On November 12, 2013, the Company issued a press release announcing its intention to delist its common stock, with associated purchase rights, from the NASDAQ Capital Market and to voluntarily withdraw its common stock from registration under the Securities Exchange Act of 1934, as amended. A copy of the Company's press release is attached hereto as Exhibit 99.1.



Item 8.01 Other Events

After the effective date of delisting, the Company intends to file a Form 15 with the SEC to voluntarily effect deregistration of its securities pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended. The Company is eligible to deregister by filing a Form 15 because it currently has fewer than 300 holders of record of its securities. The Company expects that its obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Securities Exchange Act of 1934, as amended, will be suspended upon the filing of the Form 15 but are anticipated to continue pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, through January 1, 2014, at which time such obligations, except with respect to the Company's 2013 Form 10-K, are also expected to be suspended if the Company has less than 300 holders of record. After filing the Form 15, the Company may also seek no action relief from the SEC requesting that the Company's obligation to file its 2013 Form 10-K be suspended. The Company's Board of Directors unanimously approved the voluntary deregistration of the Company's securities under the Securities Exchange Act of 1934, as amended, on November 7, 2013.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number                 Description
99.1      Press Release dated November 12, 2013.


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