<PAGE>
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 1, 1998
UNITED LEISURE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-6106 13-2652243
(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) I.D. Number)
18081 Magnolia Ave., Fountain Valley, CA 92708
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(714) 378-8761
(Registrant's Telephone Number,
Including Area Code)
N/A
(Former name or former address, if changed from last report)
<PAGE>
ITEM 5. OTHER MATTERS
Effective the close of business on December 1, 1998, The Nasdaq Stock
Market, Inc. ("Nasdaq") delisted the Common Stock of United Leisure Corporation
(the "Company") from trading on the Nasdaq SmallCap Market, for failure to meet
the minimum bid requirement, as set forth in NASD Marketplace Rules 4310(c)(4).
The Company's Common Stock was listed on the Nasdaq SmallCap Market under the
symbol "UTDL".
Under applicable rules of the Securities and Exchange Commission, the
Company's Common Stock is immediately eligible to trade on the OTC Bulletin
Board. Quotation thereon is subject to the decision of the Company's market
makers.
As a result of the delisting decision by Nasdaq, the Company will not
proceed with the proposed reverse stock split of its Common Stock. The Company
had previously filed with the Securities and Exchange Commission on May 7, 1998
a definitive Information Statement on Schedule 14C, but has not taken any action
to date with respect to implementing such reverse stock split.
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 duly authorized.
UNITED LEISURE CORPORATION
Dated: December 2, 1998 By /s/ Harry Shuster
----------------------
Harry Shuster,
Chief Executive Officer
2
