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EXHIBIT 99.1
NASDAQ
The Nasdaq Stock Market, Inc., an NASD Company
9801 Washington Boulevard
Gaithersburg, MD 20878
(877) 536-2737
By Facsimile and Overnight Mail
November 16, 2000
Mr. Jeffrey Snetiker
Chief Financial Officer
Talk City, Inc.
307 Orchard City Drive, Suite 304
Campbell, CA 95008
Re: Talk City, Inc. (the "Company")
Dear Mr. Snetiker:
The Company's common stock has failed to maintain a minimum bid price of $1.00
over the last 30 consecutive trading days as required for continued listing on
the Nasdaq National Market under Maintenance Standard 1 as set forth in
Marketplace Rule 4450(a)(5) (the "Rule").(1) Therefore, in accordance with
Marketplace Rule 4310(c)(8)(B), the Company will be provided 90 calendar days,
or until February 14, 2001 to regain compliance with this Rule.(2) If at
anytime before February 14, 2001, the bid price of the Company's common stock is
at least $1.00 for a minimum of 10 consecutive trading days, Staff will
determine if the Company complies with the Rule. However, if the Company is
unable to demonstrate compliance with the Rule on or before February 14, 2001,
its common stock will be delisted at the opening of business on February 16,
2001.
The Company may appeal Staff's determination to a Nasdaq Listing Qualifications
Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq
Marketplace Rule 4800 Series. A
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1. The Company also does not meet the maintenance requirements under
Maintenance Standard 2. See attached chart.
2. The 90 day period relates exclusively to the bid price deficiency. The
Company may be delisted during the 90 day period for failure to maintain
compliance with any other listing requirement for which it is currently on
notice or which occurs during the period.
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hearing request will stay the delisting of the Company's securities pending the
Panel's decision. The Company may request either an oral hearing or a hearing
based solely on written submissions. The fee for an oral hearing is $2,300; the
fee for a hearing based on written submissions is $1,400. Please note that the
hearing fee is non-refundable and that the check must be made payable to the
"The Nasdaq Stock Market".(3) The request for a hearing must be received by the
Nasdaq Listing Qualifications Hearings Department (the "Hearings Department") by
the close of business on February 14, 2001. The request must be in writing and
forwarded, with the appropriate fee payment, to:
David A. Donahoe, Jr., Esq.
Chief Counsel
The Nasdaq Stock Market
9801 Washingtonian Blvd., Fifth Floor
Gaithersburg, MD 20878
Hearing requests should not contain written arguments in support of the
Company's position. If you would like additional information regarding the
hearing process, please call the Hearings Department at (301) 978-8203.
Marketplace Rule 4890 prohibits communications relevant to the merits of a
proceeding under the Marketplace Rule 4800 Series between the Company and the
Hearings Department unless Staff is provided notice and an opportunity to
participate. In that regard, Staff waived its right to participate in any oral
communications between the Company and the Hearings Department. Should Staff
determine to revoke such waiver, the Company will be immediately notified, and
the requirements of Marketplace Rule 4890 will be strictly enforced.
If you have any questions concerning the compliance issues discussed above,
please contact Sepaas Shahidi, Listing Analyst at (800) 960-8537.
Sincerely,
/s/ Martha L. Carter
Martha L. Carter, Ph.D.
Director of Large Cap Stocks
Nasdaq Listing Qualifications
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3. If the Company would like to pay its hearing fee by wire transfer,
please contact Donna Barnes at (301) 978-8071.
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NASDAQ NATIONAL MARKET
CONTINUED INCLUSION REQUIREMENTS
The following table identifies the National Market maintenance standards. Each
incidence of non-compliance is denoted with an "X".
COMPANY SYMBOL: TCTY
<TABLE>
<CAPTION>
Standards Maintenance Standard 1 Maintenance Standard 2
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
Net Tangible Assets(4) $4 million N/A
-----------------------------------------------------------------------------------------------------------------------
Market Capitalization N/A $50 million X
OR
Total Assets ($50 million
AND
Total Revenue $50 million)
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Public Float 750,000 1.1 million
(shares)(5)
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Market Value of $5 million $15 million
Public Float
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Bid Price $1 X $5 X
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Round Lot 400 400
Shareholders(6)
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Market Makers(7) 2 4
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Corporate Governance Yes Yes
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</TABLE>
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4. Net Tangible Assets = Total Assets - Total Liabilities - Goodwill -Redeemable
Securities
5. Public float is defined as total shares outstanding less any shares held by
officers, directors, or beneficial owners of 10 percent of more.
6. Round lot holders are holders of 100 shares or more.
7. An Electronic Communication Network ("ECN") is not considered an active
market maker.
