Attached files
| file | filename |
|---|---|
| EX-99.1 - Onstream Media CORP | v205338_ex99-1.htm |
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 (Date of earliest event reported): December 7,
2010
ONSTREAM MEDIA
CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
(State or
Other Jurisdiction of Incorporation)
| 000-22849 | 65-0420146 |
| (Commission File Number) | (IRS Employer Identification Number) |
1291 SW 29 Avenue, Pompano
Beach, Florida 33069
(Address
of executive offices and Zip Code)
(954)
917-6655
(Registrant's
Telephone Number, Including Area Code)
__________________________________________
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CRF
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
On
December 7, 2010, we received a letter from NASDAQ stating that we have 180
calendar days, or until June 6, 2011, to regain compliance with Listing Rule
5550 (a) (2) (a) (the “Bid Price Rule”), for which compliance is necessary in
order to be eligible for continued listing on The NASDAQ Capital Market. The
letter from NASDAQ indicated that our non-compliance with the Bid Price Rule was
as a result of the closing bid price for our common stock being below $1.00 per
share for the preceding thirty consecutive business days. We may be considered
compliant with the Bid Price Rule, subject to the NASDAQ staff’s discretion, if
our common stock closes at $1.00 per share or more for a minimum of ten
consecutive business days before the June 6, 2011 deadline. If we are not
considered compliant by June 6, 2011, but meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards
for The NASDAQ Capital Market, and we provide written notice of our intention to
cure the deficiency during the second compliance period, including a reverse
stock split if necessary, we will be granted an additional 180 calendar day
compliance period. During the compliance period(s), our stock will continue to
be listed and eligible for trading on The NASDAQ Capital Market. We announced
the receipt of this letter in our press release dated December 13, 2010, which
is incorporated herein by reference, and a copy attached to this Current Report
on Form 8-K as Exhibit 99.1.
Item
7.01 Regulation FD
Disclosure
Item
8.01 Other
Events
On
December 13, 2010 we issued a press release announcing recent developments
related to our MarketPlace365TM product
and our patent pending on certain video ingestion and flash transcoder
technology, as well as the NASDAQ letter discussed in item 3.01 above. This
press release also stated that our fiscal 2010 fourth quarter revenues
represented an approximately $330,000 improvement over the same period of last
year, and that we had positive cash provided by operating activities (before
changes in current assets and liabilities) for the fiscal 2010 fourth quarter. A
copy of the press release, which is incorporated herein by reference, is
attached to this Current Report on Form 8-K as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the financial information
in this Item 7.01, including financial information in the exhibit attached
hereto which is incorporated herein by reference, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), nor shall such financial information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this document and elsewhere by Onstream Media are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such information includes, without limitation, the business outlook,
assessment of market conditions, anticipated financial and operating results,
strategies, future plans, contingencies and contemplated transactions of the
company. Such forward-looking statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other
factors which may cause or contribute to actual results of company operations,
or the performance or achievements of the company or industry results, to differ
materially from those expressed, or implied by the forward-looking statements.
In addition to any such risks, uncertainties and other factors discussed
elsewhere herein, risks, uncertainties and other factors that could cause or
contribute to actual results differing materially from those expressed or
implied for the forward- looking statements include, but are not limited to
fluctuations in demand; changes to economic growth in the U.S. economy;
government policies and regulations, including, but not limited to those
affecting the Internet. Onstream Media undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new information,
future events or otherwise. Actual results, performance or achievements could
differ materially from those anticipated in such forward-looking statements as a
result of certain factors, including those set forth in Onstream Media
Corporation's filings with the Securities and Exchange Commission.
Item
9.01 Financial Statements
and Exhibits
(c) Exhibits
Exhibit
No. Description
|
99.1
|
Press
release dated December 13, 2010
|
SIGNATURES
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.
|
ONSTREAM
MEDIA CORPORATION
|
|
| December 13, 2010 |
By:
/s/ Robert E.
Tomlinson
|
|
Robert E. Tomlinson,
CFO
|