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 (Date of earliest event reported): June 13, 2000
SAXTON INCORPORATED
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------------------------------------------------
(State or other jurisdiction of incorporation)
0-22299 88-0223654
---------------------------- ------------------------------------
(Commission File Number) (IRS Employer Identification No.)
5440 WEST SAHARA AVENUE, LAS VEGAS, NEVADA 89146
------------------------------------------------
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (702) 221-1111
NA
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 3
<PAGE>
ITEM 5. OTHER EVENTS.
(a) Effective June 14, 2000 the common stock of Saxton Inc. (the
"Company") has been delisted from the Nasdaq Stock Market.
As previously reported, on April 19, 2000, The Nasdaq-Amex Market Group
("Nasdaq") informed the Company that unless the Company's Form 10-K for the year
end December 31, 1999 was filed with the Securities and Exchange Commission by
April 26, 2000, the Company's common stock would be delisted from The Nasdaq
National Market at the opening of business on April 28, 2000. The Company
requested a hearing before the Nasdaq Qualifications Panel which stayed the
delisting pending the hearing. On May 16, 2000, the Company filed its Form 10-K
for the year ended December 31, 1999; to date the Company has not filed its Form
10-Q for the quarter ended March 31, 2000.
Subsequent to the Company's request for a hearing, on May 5, 2000 the
Company received notice from Nasdaq that it was not, or might soon no longer be,
in compliance with certain additional Nasdaq National Market or Nasdaq Small Cap
Market continued listing requirements, including requirements relating to the
Company's net tangible assets, market capitalization, minimum stock price and
market value of public float.
On May 18, 2000, the Company appeared at a hearing before a Nasdaq Listing
Qualifications Panel at which time the Company addressed the issues raised in
the Nasdaq notices. On June 13, 2000, the Company was notified that Nasdaq had
decided to delist the Company's common stock from the Nasdaq Stock Market,
effective with the opening of trading June 14, 2000.
Until June 28, 2000, the Company may request that the Nasdaq Listing and
Hearing Review Council review the decision of the Nasdaq Listing Qualifications
Panel. The Company is currently considering this option. However, there can be
no assurance that any such review will be successful and, in any event, a
request for the review would not stay a delisting of the common stock.
As a result of the delisting, it will likely become more difficult to buy
or sell the Company's common stock or to obtain timely and accurate quotations
to buy or sell the Company's common stock. In addition, the delisting will
likely result in a decline in the trading market for the Company's common stock
which could potentially depress the Company's stock price, among other
consequences.
(b) Douglas W. Hensley announced his resignation as Executive Vice
President - Corporate Development, effective June 27, 2000, and as a Director of
the Company, effective June 13, 2000, in order to pursue other business
opportunities.
<PAGE>
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 thereunto duly authorized.
Date: June 14, 2000 SAXTON INCORPORATED
(Registrant)
By: /S/ JAMES C. SAXTON
--------------------------------------
James C. Saxton
Chairman of the Board, President and
Chief Executive Officer
