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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: August 21, 1997 (signed)
(Date of the earliest event reported) August 15, 1997
ROCKY MOUNTAIN INTERNET, INC.
Exact name of Registrant as specified in its charter
COMMISSION FILE NUMBER: 001-12063
DELAWARE 84-1322326
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State or other jurisdiction of IRS Employer
incorporation or organization Identification
1099 18TH STREET, SUITE 3000 DENVER COLORADO 80202
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: 303-672-0700
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ITEM 5. OTHER EVENTS
On August 15, 1997, based on the Form 10-Q filed by Rocky Mountain Internet,
Inc. (the "Company") with the US Securities and Exchange Commission on the
same date, The Nasdaq Stock Market, Inc. ("Nasdaq") notified the Company that
the Company's capital and surplus was less than the $1,000,000 required to
maintain listing on the Nasdaq SmallCap market and, that in light of such
circumstances, the Company's common shares are subject to delisting from the
market effective as of August 29, 1997. Nasdaq has allowed the Company until
August 29, 1997, to submit a proposal for achieving compliance with its
listing requirements, and based on that proposal Nasdaq will determine
whether or not the Company may continue to be listed on the Nasdaq Stock
Market.
The Company will respond to Nasdaq with a plan to achieve compliance with the
Nasdaq listing requirements by the required date and is hopeful that the plan
will be accepted. The Company is in the process of a Private Placement to
raise up to approximately $2,150,000 in equity capital. The Company is
optimistic that the combination of funds received from the Private Placement
if successfully completed plus an operating plan, if successfully completed,
that calls for the Company to move to profitability in the first half of
1998, should result in compliance with the Nasdaq requirements, but there is
no certainty of that result.
Please see Exhibit 1 for the text of the Nasdaq notification letter.
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
undersigned, thereunto duly authorized.
ROCKY MOUNTAIN INTERNET, INC.
By: /s/ DAVID L. EVANS Date: August 21, 1997
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David L. Evans
Chief Financial Officer,
and Executive Vice President
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EXHIBIT 1 - NASDAQ NOTIFICATION LETTER
THE NASDAQ STOCK MARKET, INC.
August 15, 1997
Mr. Dave Evans
Rocky Mountain Internet, Inc.
1099 18th Street
Suite 3000
Denver, CO 80202
Dear Mr. Evans:
In our most recent review of your Form 10-Q for the period ended June 30,
1997, we found that your Company's capital and surplus was less than
$1,000,000. As you know, companies listed on the Nasdaq SmallCap Market-SM-
must maintain capital and surplus of at least $1,000,000 to qualify for
continued listing.(1) In light of the circumstances, the Company's shares of
common stock, warrants, and units are subject to delisting, effective with
the close of business on August 29, 1997, unless the Company can provide
three (3) copies of an SEC-filed report, which demonstrates that the Company
currently meets all the Nasdaq SmallCap Market listing criteria.
If the Company cannot file the required report or demonstrate compliance on
or before the August 29, 1997 deadline, it must submit, by that date, its
proposal(s) for achieving compliance. On the basis of the information
provided by the Company, the staff will determine whether or not the Company
may continue to be listed on The Nasdaq Stock Market-SM-. The proposal should
include:
- - a definitive plan which the Company believes will result in its meeting all
Nasdaq SmallCap Market continuing listing requirements;
- - the time frame necessary for completion; and
- - any relevant information to support its plan of compliance, including but not
limited to, financial projections, agreements, offering circulars, comments
from its independent accountants, letters of intent, contracts or schedules.
Should the Company fail to submit the necessary information in the time frame
set herein, or if the submission is deemed not to warrant continued listing,
we will immediately issue a formal notice of deficiency. This formal notice
of deficiency will specify the delisting date for the Company's securities.
If you have any questions concerning the compliance issues discussed above,
please contact me at (800) 203-9455.
Very truly yours,
/s/ Leslie Bosch
Leslie A. Bosch
Analyst
Listing Qualification
(1) Marketplace Rule 4310 (c)(3).
