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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 1, 2000
TALK CITY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-77455 77-0426524
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1919 South Bascom Avenue
Campbell, CA
95008
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (408) 871-5200
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
A. On November 1, 2000, John Sculley resigned from the Company's Board of
Directors. Mr. Sculley had served on the Company's Board since early 1996, and
was an investor in the Company's first round of equity financing. The Company
is currently conducting a search to fill the vacancy on the Board.
B. The Company has received correspondence from the Nasdaq Stock Market,
Inc., dated November 16, 2000, regarding the continued listing of the Company's
Common Stock on the Nasdaq National Market. The Company's stock may be delisted
from trading on or about February 16, 2001 if the minimum bid price of the
Company's Common Stock does not equal or exceed $1.00 for a minimum of ten
consecutive trading days. If the Company's stock does not satisfy listing
requirements before then, the Company may attempt to seek review of the Nasdaq
Stock Market's decision to delist its stock, or may apply for quotation of its
Common Stock on any other organized market on which the shares may be eligible
for trading. There can be no assurance that the Company's Common Stock will
satisfy the requirements for listing on the Nasdaq National Market. Delisting of
the Company's Common Stock may have an adverse impact on the market price and
liquidity of the Company's securities, and may subject the Company's stock to
the "penny stock rules" contained in Section 15(g) of the Securities Exchange
Act of 1934 and the rules promulgated thereunder. A copy of the letter
addressed to the Company dated November 16, 2000 from the Nasdaq Stock Market,
including any exhibits thereto, is included herein as Exhibit 99.1. Such letter
is incorporated by reference into this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
99.1 Letter addressed to the Company dated November 16, 2000 from The
Nasdaq Stock Market, Inc.
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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 hereunto duly authorized.
TALK CITY, INC.
Date: December 5, 2000 By: /s/ Peter H. Friedman
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Peter H. Friedman
President and Chief Executive Officer
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EXHIBIT INDEX
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99.1 Letter addressed to the Company dated November 16, 2000 from The
Nasdaq Stock Market, Inc.
