<PAGE>
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 (Date of earliest event reported):
January 18, 2001 (January 17, 2001)
Netpliance, Inc.
(Exact name of registrant as specified in charter)
Delaware 001-15715 74-2902814
-------- --------- ----------
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
7501B North Capital of Texas Highway, Austin, Texas 78731
---------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(512) 681-8300
1
<PAGE>
Item 5. Other Events.
On January 17, 2000 the Registrant received notice from The Nasdaq Stock
Market, Inc. ("Nasdaq") that its common stock failed to maintain the minimum bid
price of at least $1.00, as required by Nasdaq Marketplace Rule 4450(a)(5), over
a period of 30 consecutive trading days. Nasdaq has provided the Registrant
with 90 days, or until April 17, 2001, to comply with Nasdaq Marketplace Rule
4450(a)(5). If at any time before April 17, 2001 the bid price for the
Registrant's common stock is at least $1.00 for 10 consecutive trading days, the
staff of the Nasdaq will determine if the Registrant complies with the rule. If
the Registrant is unable to demonstrate compliance with the rule by April 17,
2001, the Registrant's common stock will be subject to delisting from the Nasdaq
Stock Market. Any such determination of Nasdaq may be appealed by the
Registrant to a Nasdaq Listing Qualifications Panel.
Further information is provided in the press release attached as Exhibit
99.1 hereto, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated January 17, 2001.
2
<PAGE>
SIGNATURES
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.
Dated: January 18, 2001 NETPLIANCE, INC.
By: /s/ FRANCIS S. (KIT) WEBSTER
------------------------------
Name: Francis S. (Kit) Webster
------------------------------
Title: Chief Financial Officer
------------------------------
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
99.1 Press Release dated January 17, 2001.
