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: April 20, 2000
HOMEGOLD FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
SOUTH CAROLINA 0-8909 57-0513287
(State of other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
</TABLE>
3901 PELHAM ROAD, GREENVILLE, SOUTH CAROLINA 29615
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 289-5000
ITEM 5. OTHER INFORMATION
The Company's common stock presently is traded on the Nasdaq National
Market under the symbol "HGFN". On April 14, 2000, the Company received notice
from Nasdaq of its intention to delist its stock. In connection with the
proposed merger with HomeSense Financial Corp. ("HomeSense"), the Nasdaq staff
believes that the proposed merger will result in a change of control and change
in financial structure. As such, under Marketplace Rule 4430(f), the surviving
company, HomeGold Financial, Inc. (the "Company" or "HomeGold"), will be
required to submit an initial application and meet all initial Nasdaq National
Market inclusion criteria. The requirements of an initial application are
significantly higher than requirements for continuing and would not be met. As
an example, the minimum stock price is $5 per share for an initial applicant,
compared to $1 per share under the continuing requirements. Accordingly, the
Nasdaq staff has determined to delist HomeGold's securities from the Nasdaq
National Market effective with the opening of business on April 24, 2000.
HomeGold has the right to appeal the 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 hearing request would stay the
delisting of the Company's securities pending the Panel's decision. However,
after considering the merits of an appeal, which would be very distracting to
management for some significant period of time, management has decided to accept
Nasdaq's position and have the Company's stock traded on the Over the Counter
Bulletin Board (the "OTCBB") under the same symbol, HGFN. The OTCBB allows
continued access to trading information and SEC reports through the internet and
brokerage firms.
<PAGE>
The Company believes it is better served to totally focus on completing
this merger, working through the transition relating to it, and working towards
achieving profitability rather than pursuing an appeal. The Company will
consider reapplying for a National Market listing when management considers it
appropriate to do so.
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.
HOMEGOLD FINANCIAL, INC.
By: /s/ John M. Sterling, Jr.
-----------------------------------------
John M. Sterling, Jr.
Chairman and Chief Executive Officer
HOMEGOLD FINANCIAL, INC.
By: /s/ Kevin J. Mast
-----------------------------------------
Kevin J. Mast
Executive Vice President, Chief Financial
Officer, and Treasurer
