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): November 22, 2011
POKERTEK, INC.
(Exact Name of Registrant as Specified in Its Charter)
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North Carolina
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000-51572
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61-1455265
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1150 Crews Road, Suite F
Matthews, North Carolina
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28105
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(Address of Principal Executive Offices)
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(Zip Code)
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(704) 849-0860
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This Current Report on Form 8-K is filed by PokerTek, Inc., a North Carolina corporation (the “Registrant”), in connection with the items set forth below.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
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On November 22, 2011 the Registrant received a notification letter from The NASDAQ Stock Market (the “Notice”) advising that for the 30 consecutive business days preceding the date of the Notice (from October 11, 2011 to November 21, 2011), the closing bid price of its common stock had fallen below the $1.00 per share minimum price required for continued listing on The Nasdaq Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”).
The Notice has no effect on the listing of the Registrant’s common stock at this time and the Registrant’s common stock will continue to trade on the NASDAQ Capital Market under the symbol “PTEK.” The Notice also stated that the Registrant would be provided 180 calendar days, or until May 21, 2012 (the “Grace Period”), to regain compliance with the Minimum Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days prior to the end of the Grace Period.
If the Registrant does not regained compliance within the Grace Period, it may be eligible for an additional grace period of 180 days if it meets the continued listing requirements for market value of publicly held shares and all other initial listing standards for the NASDAQ Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the NASDAQ staff determines that the Registrant will not be able to cure the deficiency, or if the Registrant is otherwise not eligible for such additional compliance period, NASDAQ will provide notice that the Registrant’s common stock will be subject to delisting. The Registrant would then have the right to appeal a determination to delist its common stock.
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.
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POKERTEK, INC.
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Date: November 28, 2011
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By:
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/s/ Mark D. Roberson
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Mark D. Roberson, Chief Executive Officer and Chief Financial Officer
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