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): March 28, 1997
KIDDIE ACADEMY INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-4052 52-1938283
- -------- ------ ----------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
108 Wheel Road, Bel Air, Maryland 21015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 515-0788
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On March 28, 1997, Kiddie Academy International, Inc. (the "Company") issued a
press release which stated that the Company has been informed by a Nasdaq
Listing Qualifications Panel (the "Panel") that the Panel has determined to
delist the Company's common stock and warrants from The Nasdaq SmallCap Market
SM effective March 31, 1997 because the Company was not in compliance with NASD
Marketplace Rule 4310(c)(3) requiring companies listed on The Nasdaq SmallCap
MarketSM to maintain capital and surplus of at least $1,000,000 in order to
qualify for continued listing. Therefore, effective March 31, 1997, the
Company's common stock and warrants are to be delisted from The Nasdaq SmallCap
MarketSM. The Company intends to appeal the Panel's decision to the Nasdaq
Listing and Hearing Review Committee, although there can be no assurance that
such an appeal will be successful.
When the Company's common stock and warrants are delisted, trading of such
securities may be conducted on the OTC Bulletin Board or in the over-the-counter
market in what is commonly referred to as the "pink sheets." The Company's
common stock and warrants are also currently being traded on The Boston Stock
Exchange.
The Company also announced that it had retained Barington Capital Group, L.P. to
assist it in connection with a possible financing. There can be no assurance as
to the timing or success of any such financing. The Company is also
investigating and evaluating various other cost saving measures, including
further reductions in operating expenses and the selling or closing of certain
unprofitable centers.
Item 7. Exhibits
Exhibit No. Description
99 Press Release
<PAGE>
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.
Kiddie Academy International, Inc.
March 28, 1997 /s/ Michael J. Miller
---------------------
Michael J. Miller
President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.................................................................Press Release
EXHIBIT 99
FOR IMMEDIATE RELEASE
March 28, 1997
Kiddie Academy International, Inc. (the "Company") announced today that
that the Company has been informed by a Nasdaq Listing Qualifications Panel (the
"Panel") that the Panel has determined to delist the Company's common stock and
warrants from The Nasdaq SmallCap Market SM effective March 31, 1997 because the
Company was not in compliance with NASD Marketplace Rule 4310(c)(3) requiring
companies listed on The Nasdaq SmallCap MarketSM to maintain capital and surplus
of at least $1,000,000 in order to qualify for continued listing. Therefore,
effective March 31, 1997, the Company's common stock and warrants are to be
delisted from The Nasdaq SmallCap MarketSM. The Company intends to appeal the
Panel's decision to the Nasdaq Listing and Hearing Review Committee, although
there can be no assurance that such an appeal will be successful.
When the Company's common stock and warrants are delisted, trading of such
securities may be conducted on the OTC Bulletin Board or in the over-the-counter
market in what is commonly referred to as the "pink sheets." The Company's
common stock and warrants are also currently being traded on The Boston Stock
Exchange.
The Company also announced that it had retained Barington Capital Group, L.P. to
assist it in connection with a possible financing. There can be no assurance as
to the timing or success of any such financing. The Company is also
investigating and evaluating various other cost saving measures, including
further reductions in operating expenses and the selling or closing of certain
unprofitable centers.
The Company operates and franchises educational-based child care centers under
the name Kiddie Academy Child Care Learning Centers. The Company also operates a
wholesales and retail school supply and equipment distribution business under
the name of Kid's Craft. The Kiddie Academy system currently consists of 20 open
Company-owned centers and 35 open franchise centers.
Contact: Guy Matta, Chief Financial Officer
(410) 515-0788
