<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
May 5, 2000
Date of Report (Date of earliest event reported)
K-TEL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
MINNESOTA 0-6664 41-0946588
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2605 Fernbrook Lane North, Plymouth, Minnesota 55447-4736
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(Address of Principal Executive Offices)
(612) 559-6800
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS.
K-tel International, Inc. (the "Company") has recently been advised by
The Nasdaq Stock Market ("Nasdaq") that Nasdaq has determined that the Company
no longer meets the minimum $50,000,000 market capitalization or total assets
and total revenue requirements for continued listing on the Nasdaq National
Market ("NMS") under Maintenance Standard 2 as set forth in Nasdaq's Marketplace
Rules 4450(b)(1)(A) and 4450(b)(1)(B). As a result, Nasdaq is reviewing the
Company's eligibility for continued listing on the NMS and has requested that
the Company furnish to Nasdaq a specific plan to achieve and sustain compliance
with NMS listing requirements, including the timeframe for completion of a plan.
The Company is currently reviewing various alternatives to achieve full
compliance with the continued listing requirements of the NMS. There can be no
assurance as to the timing or success of any such alternatives. The Company
intends to submit to Nasdaq a specific plan to achieve and sustain compliance.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
99 Press Release dated May 9, 2000
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SIGNATURE
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 thereunto duly authorized.
Date: May 9, 2000 By:/s/ Steven A. Kahn
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Name: Steven A. Kahn
Title: Chief Financial Officer
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99 Press Release dated May 9, 2000
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EXHIBIT 99
K-TEL INTERNATIONAL, INC.
2605 Fernbrook Lane North
Minneapolis, MN 55447-4736
(612) 559-6800
CONTACT: Steven Kahn, CFO
FOR IMMEDIATE RELEASE
K-TEL INTERNATIONAL ADVISED BY NASDAQ
MINNEAPOLIS, MN - MAY 9, 2000 - K-tel International, Inc. (NASDAQ: KTEL)
announced that it has been advised by NASDAQ that it no longer meets the minimum
$50,000,000 market capitalization or total assets and total revenue requirements
for continued listing on the Nasdaq National Market and its Staff is reviewing
the Company's eligibility for continued listing.
"This letter is the first step in a process" stated Philip Kives, Chairman and
Chief Executive Officer. "We will be reviewing with the Nasdaq Staff our plan to
achieve and sustain compliance with Nasdaq National Market listing
requirements."
K-tel International, Inc. is a vertically integrated developer, marketer, and
distributor of entertainment and consumer products worldwide. The Company
markets its product lines through the Internet, and to retailers, wholesalers,
distributors, or licensees throughout the world. K-tel has two Internet Web
sites, (www.ktel.com) in the U.S. and (www.ktel.de) in Germany. Ktel.com
features 250,000 music titles, custom CDs and 35,000 home video titles, consumer
products, and an auction site. K-tel has active operations in the United States,
United Kingdom and Germany.
# # # #
INFORMATION IN THIS NEWS RELEASE OF A NON-HISTORICAL NATURE RELATES TO FUTURE
EVENTS AND RESULTS OF THE COMPANY (INCLUDING CERTAIN PROJECTIONS AND BUSINESS
TRENDS) THAT ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THE USE OF TERMINOLOGY SUCH AS
"BELIEVE," "MAY," "EXPECT," "ANTICIPATE," " ESTIMATE," OTHER VARIATIONS THEREOF
OR COMPARABLE TERMINOLOGY MAY IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. ACTUAL
RESULTS AND PERFORMANCE MAY DIFFER MATERIALLY FROM EXPRESSED FORWARD LOOKING
STATEMENTS BECAUSE OF CERTAIN RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED
TO, CHANGES IN POLITICAL AND ECONOMIC CONDITIONS, DEMAND FOR AND MARKET
ACCEPTANCE OF NEW AND EXISTING PRODUCTS, THE IMPACT FROM COMPETITION FOR
INTERNET CONTENT, MERCHANDISE AND RECORDED MUSIC, DEPENDENCE ON STRATEGIC
ALLIANCE PARTNERS, SUPPLIERS AND DISTRIBUTORS, MARKET ACCEPTANCE OF THE INTERNET
FOR COMMERCE AND AS A MEDIUM FOR ADVERTISING, TECHNOLOGICAL CHANGES AND
DIFFICULTIES, AVAILABILITY OF FINANCING AND OTHER RISKS DISCUSSED IN THE
COMPANY'S 10-K REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 1999 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE THE RESULT OF ANY REVISIONS TO THESE FORWARD-LOOKING
STATEMENTS.
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