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 (Date of earliest event reported) August 25, 1999
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INTELECT COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11630 76-0471342
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1100 Executive Drive, Richardson, Texas 75081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 367-2100
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Intelect Communications, Inc. (the "Company") reports receiving
notification that the Nasdaq Listing Qualifications Panel (the "Panel") has
determined to transfer the listing of the Company's common stock to The Nasdaq
SmallCap Market ("SmallCap Market"), effective with the open of business on
August 26, 1999, from the Nasdaq National Market. The Panel's determination is
based on the Panel's opinion about the Company's plan and evidence for
compliance with all requirements for continuing listing on the Nasdaq National
Market.
The Company believes that it demonstrated to the Panel that it is in
compliance with Nasdaq National Market listing standards and had reasonable
prospects to sustain such compliance over the long-term. The Company plans to
appeal the Panel's determination through administrative processes, although no
assurances can be given as to the outcome or timing of such appeal processes.
The Company's continued listing with the SmallCap Market also will involve
the Company's successful completion of an application and review process. This
process will require the Company to file an application for new listing, to pay
all fees for initial listing and to demonstrate compliance with all requirements
for continued listing on the SmallCap Market, including compliance with the
Nasdaq Notifications of Listing of Additional Shares program, on or before
September 7, 1999. If the Company fails to comply with any of the provisions of
the Nasdaq decision, the Company's securities will be delisted from Nasdaq. If
during the course of Nasdaq's review process for the Company's listing on the
SmallCap Market, the Company's stock price falls below a minimum $1.00 bid
price, the Company will be placed under a 90 day exception to the minimum bid
price requirement. If after such 90 day period, the Company falls below the
minimum bid price requirement, the Company will be required to comply with
minimum bid price requirement for at least ten consecutive trading days or be
delisted from Nasdaq.
Except for historical information contained herein, matters in this Form
8-K contain forward-looking statements which involve risk and uncertainties that
could cause actual results to differ materially from those expressed in, or
implied by, the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those relating to: general economic
conditions in the markets in which the Company operates; success in the
development and market acceptance of new and existing products (particularly
SonetLynx(TM), FibreTrax(TM), LANSCAPE and CS4); dependence on suppliers, third
party manufacturers and channels of distribution; customer and product
concentration; fluctuations in customer demand; maintaining access to external
sources of capital; ability to execute management's margin improvement and cost
control plans; overall management of the Company's expansion; and other risk
factors detailed from time to time in the Company's filings with the Securities
and Exchange Commission.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business to Be Acquired: N/A
(b) Pro Forma Financial Information of the Business to Be Acquired: N/A
(c) Exhibits: None
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.
INTELECT COMMUNICATIONS, INC.
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(Registrant)
Date: August 25, 1999 By: /s/ HERMAN M. FRIETSCH
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(Signature)
Herman M. Frietsch
Chairman of the Board and CEO
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