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) December 9, 1998
Commerce Group Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-7375 39-605862
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6001 North 91st Street, Milwaukee, Wisconsin 53225-1795
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 462-5310
fax: (414) 462-5312
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Item 5. Other Events Material Disclosure
In a letter dated December 7, 1998, the Nasdaq Listing Qualifications
Panel ("the Panel") made a determination relative to the continuance of
the Company's stock listing on The Nasdaq Stock Market SM pursuant to an
exception to the minimum $1.00 bid price requirement, as set forth in
Nasdaq Marketplace Rule 4310(c)(4). An excerpt of this letter follows:
"The Panel was of the opinion that the Company provided a plan which may
enable it to regain compliance with the bid price requirement for
continued listing on The Nasdaq SmallCap Market within a reasonable
period of time. Accordingly, the Panel determined to continue the
Company's listing on The Nasdaq SmallCap Market pursuant to the following
exception. On or before February 10, 1999, the Company must evidence a
closing bid price equal to or greater than $1.00 per share; thereafter,
the Company must demonstrate a closing bid price of $1.00 per share for a
minimum of ten consecutive trading days. In order to fully comply with
the terms of this exception, the Company must be able to demonstrate
compliance with all requirements for continued listing on the Nasdaq
SmallCap Market. In the event the Company fails to meet any of the terms
of this exception, the Company's securities will be delisted from The
Nasdaq Stock Market SM.
"All companies operating under exceptions are required to issue a press
release . . . announcing the conditional listing on The Nasdaq SmallCap
Market and are identified by a fifth character 'C' appended to the
Company's symbol. Accordingly, effective December 9, 1998, the trading
symbol of the Company's securities will be changed from CGCO to CGCOC.
The 'C' will be removed from the symbol when the Panel has confirmed
compliance with the terms of the exception and all other criteria
necessary for continued listing."
The following news release was issued today pursuant to the request of
The Nasdaq Stock Market, Inc.:
Commerce Group Corp.'s common stock will continue to be listed on The
Nasdaq SmallCap Market via an exception from the minimum bid price
requirement.
While Commerce Group Corp. failed to meet this requirement as of October
2, 1998, the Company was granted a temporary exception from this standard
subject to Commerce Group Corp.'s meeting certain conditions. The
exception will expire on February 10, 1999. In the event the Company is
deemed to have met the terms of the exception, it shall continue to be
listed on The Nasdaq SmallCap Market. The Company believes that it can
meet these conditions, however, there can be no assurance that it will do
so. If at some future date the Company's securities should cease to be
listed on The Nasdaq SmallCap Market, they may continue to be listed in
the OTC-Bulletin Board. For the duration of the exception, the Company's
Nasdaq symbol will be CGCOC.
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.
COMMERCE GROUP CORP.
(Registrant)
Date: December 9, 1998 /s/ Edward L. Machulak
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By: Edward L. Machulak, President
