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COVS > SEC Filings for COVS > Form 8-K on 11-Dec-2013All Recent SEC Filings

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Form 8-K for COVISINT CORP


11-Dec-2013

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


Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On November 15, 2013, Ralph J. Szygenda resigned from the Board of Directors of Covisint Corporation (the "Corporation"). Mr. Szygenda served on the Board of Directors, as Chairman of the Compensation Committee and as a member of the Audit and Nominating/Governance Committees. On December 6, 2013, the NASDAQ Stock Market ("NASDAQ") notified the Corporation that it was not in compliance with the majority independent director and audit committee requirements under NASDAQ Listing Rule 5605.
As a result of the resignation of Mr. Szygenda, the Corporation is not currently in compliance with Listing Rules 5605(b)(1) and 5605(c)(2)(A) of NASDAQ. NASDAQ Listing Rule 5605(b)(1) requires that a majority of the Board of Directors be comprised of independent directors as defined in Rule 5605(a)(2). NASDAQ Listing Rule 5605(c)(2)(A) requires that a corporation's Audit Committee be comprised of at least three members, each of whom are independent directors. Currently, the Corporation's Board of Directors consists of two independent directors and two non-independent directors and the Audit Committee is comprised of two members who are independent directors. The Corporation intends to elect a new independent director to the Board to fill the vacancy created by Mr. Szygenda's resignation as soon as practicable. The Corporation intends that such new independent director will also serve as a member of both the Compensation Committee and the Audit Committee.
In accordance with NASDAQ Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Corporation has a cure period during which it may regain compliance with the Listing Rules. In this case, the Corporation's cure period will expire upon the earlier of the Corporation's next annual shareholders' meeting or November 17, 2014. If the next annual shareholders' meeting is held before May 14, 2014, then the Corporation must evidence compliance no later than May 14, 2014.

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