Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report: September 15, 2009
ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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001-33008
(Commission
File
Number)
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98-0221142
(IRS Employer
Identification #)
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Plaza
America Tower I
11700
Plaza America Drive, Suite 1010
Reston,
Virginia
(Address
of Principal Executive Offices)
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20190
(Zip
Code)
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(703)
964-1400
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre
commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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On September 15, 2009, ICO Global
Communications (Holdings) Limited (“Company”) received notification from
The NASDAQ Stock Market’s Listing Qualifications Department (“NASDAQ”) that for
the last 30 consecutive business days the bid price of the Company’s Class A
common stock on The NASDAQ Global Market has closed below the minimum $1.00 per
share required for continued inclusion under NASDAQ Marketplace Rule 5450(a)(1)
(“Minimum Share Price Rule”). In accordance with NASDAQ Marketplace Rule
5810(c)(3)(A), the Company has 180 calendar days, or until March 15, 2010, to
regain compliance. The NASDAQ Listing Qualifications Department informed the
Company that if, at any time before March 15, 2010, the bid price of the
Company’s Class A common stock closes at $1.00 per share or more for a minimum
of 10 consecutive business days, NASDAQ will provide written notification that
the Company has achieved compliance with the Minimum Share Price Rule, although
NASDAQ may, in its discretion, require that the Company maintain a bid price in
excess of $1.00 for a period in excess of 10 business days, but generally no
more than 20 business days, before determining that the issuer has demonstrated
the ability to maintain long-term compliance.
In the
event the Company does not regain compliance with the Minimum Share Price Rule
by March 15, 2010, NASDAQ will provide written notification that the Company’s
Class A common stock will be delisted from The NASDAQ Global Market. At that
time, the Company may appeal NASDAQ’s determination to delist the Company’s
Class A common stock to a NASDAQ Listing Qualifications Panel. Alternatively, in
the event such delisting is based solely upon non-compliance with the Minimum
Share Price Rule, the Company could apply to transfer its Class A common stock
to The NASDAQ Capital Market. If such an application were approved and the
Company otherwise maintains the listing requirements for The NASDAQ Capital
Market, other than with respect to the Minimum Share Price Rule, the Company
would be afforded the remainder of The NASDAQ Capital Market’s second 180
calendar day grace period in order to regain compliance with the Minimum Share
Price Rule.
This
notification has no effect on the listing of the Company’s Class A Common Stock
at this time. The Company intends to monitor the closing bid price of its Class
A Common Stock between now and March 15, 2010. We intend to maintain
the listing of our Class A Common Stock on The NASDAQ Global Market, and we will
consider available options if our Class A Common Stock does not trade at a level
likely to result in compliance with the Minimum Share Price Rule by March 15,
2010. In June 2009, our stockholders approved an amendment to our
certificate of incorporation to effect a reverse stock split at a ratio of
between 1-for-5 and 1-for-20. Our board of directors has authority to select a
ratio within the approved range at any time prior to June 19, 2010. Our board of
directors intends to effect the reverse stock split only if it determines the
reverse split to be in the best interests of our stockholders. Such a reverse
split would likely put us in compliance with the Minimum Share Price
Rule.
The
Company’s press release dated September 18, 2009 with respect to the
notification from NASDAQ described above is attached to this Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
Forward-Looking
Statements
With the exception of historical facts,
the statements contained in this report are “forward-looking” statements,
including statements concerning or implied with respect to the future closing
price of the Company’s Class A common stock or the Company’s future plans if it
does not regain compliance with the Minimum Share Price Rule. All of
these forward-looking statements are subject to risks and uncertainties that
could cause our actual results to differ materially from those contemplated by
the relevant forward-looking statements. Factors that might cause or contribute
to such a difference include, but are not limited to, those discussed under
“Part I—Item 1A—Risk Factors” in the Company’s most recent Annual Report on Form
10-K, as supplemented by “Part II—Item 1A—Risks Factors” in the Company’s
subsequent Quarterly Reports on Form 10-Q. The forward-looking
statements included in this report are made only as of the date of this report,
and we undertake no obligation to publicly update these forward-looking
statements to reflect subsequent events or circumstances.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits. |
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Exhibit No. |
Description |
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99.1
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Press
release dated September 18,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED
(Registrant)
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By:
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/s/ John
L. Flynn |
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September
18, 2009
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John
L. Flynn |
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Executive
Vice President, General Counsel
and
Corporate Secretary
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