SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 16, 1999
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JMC GROUP, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-12926 95-2627415
(State of other jurisdiction(Commission File (I.R.S. Employer
incorporation or organization)Number) Identification No.)
9710 SCRANTON ROAD, SUITE 100, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 619-450-0055
Item 5. Other Events.
On March 16, 1999, the Registrant was informed by The Nasdaq
Stock Market that the Company's Common Stock will be listed on
the Nasdaq SmallCap Market via an exception from the minimum bid
price requirements effective March 18, 1999 at the opening of the
market. For the duration of the exception, the Company's Nasdaq
symbol will be JMCGC.
The Company failed to meet the continued listing requirement for
the NMS as of December 16, 1998 and was granted a temporary
exception from this standard subject to JMCG meeting certain
conditions. On or before May 7, 1999, the Company must
demonstrate a closing bid price of at least $1.00 per share;
thereafter, the Company's closing bid price must meet or exceed
$1.00 per share for a minimum of ten consecutive trading days.
The exception will expire on May 21, 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. If
the Company remains in compliance throughout the expiration date
of the exception, the symbol will be returned to JMCG.
The Company previously announced that it would seek stockholder
approval at the May 3, 1999 Annual Meeting of stockholders of a
one-for-two reverse split of its Common Stock to effectively
reduce the number of shares issued and outstanding to
approximately 3,083,225 shares. The Company believes that this
action may result in an increase of the bid price for the
Company's Common Stock to over $1.00, which is Nasdaq's stated
minimum bid price for shares on the SCM. However, there can be
no assurance that the bid price for the Common Stock will be
increased to over $1.00 or that the Company will otherwise be
able to maintain listing on the SCM. If delisted from the Nasdaq
SmallCap Market, the Company's Common Stock would be traded on
the Over-the-Counter Bulletin Board.
A copy of the press release concerning this announcement and a
copy of the letter from the Nasdaq Stock Market notifying the
Company of its ruling are attached as exhibits to this Report and
are hereby incorporated by reference.
Item 7. Financial Statements and Exhibits.
The Following exhibits are filed herewith:
Exhibit 28.1 March 17, 1999 Press Release
Exhibit 28.2 March 16, 1999 Letter from Nasdaq Stock Market.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
JMC GROUP, INC.
Dated: March 17, 1999 By: /s/ James K. Mitchell
James K. Mitchell
Chairman, President &
Chief Executive Officer
___________________________________________________________________
NEWS RELEASE JMCG
___________________________________________________________________
Contact: James K. Mitchell
Chairman, President and
Chief Executive Officer
Telephone: (619) 450-0055
JMC GROUP, INC. ANNOUNCES MOVE TO SMALL CAP MARKET
SAN DIEGO, CA - (March 17, 1999) - JMC Group, Inc. (NASDAQ: JMCG;
PCX:JMC) today announced that it has received notice from Nasdaq
that the Company's Common Stock will be listed on the Nasdaq
SmallCap Market via an exception from the minimum bid price
requirements effective March 18, 1999 at the opening of the
market. For the duration of the exception, the Company's Nasdaq
symbol will be JMCGC. As previously reported, the Company had
been informed by Nasdaq that it may no longer meet continued
listing requirements on the Nasdaq National Market System
("NMS"). The Company requested and was granted a hearing which
was held on February 19, 1999.
While the Company failed to meet the continued listing
requirement for the NMS as of December 16, 1998, the Company was
granted a temporary exception from this standard subject to JMCG
meeting certain conditions. On or before May 7, 1999, the
Company must demonstrate a closing bid price of at least $1.00
per share; thereafter, the Company's closing bid price must meet
or exceed $1.00 per share for a minimum of ten consecutive
trading days. The exception will expire on May 21, 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. If the Company remains in compliance throughout the
expiration date of the exception, the symbol will be returned to
JMCG.
The Company also previously announced that it would seek
stockholder approval at the May 3, 1999 Annual Meeting of
stockholders of a one-for-two reverse split of its Common Stock
to effectively reduce the number of shares issued and outstanding
to approximately 3,083,225 shares. The Company believes that
this action may result in an increase of the bid price for the
Company's Common Stock to over $1.00, which is Nasdaq's stated
minimum bid price for shares on the SCM. However, there can be
no assurance that the bid price for the Common Stock will be
increased to over $1.00 or that the Company will otherwise be
able to maintain listing on the SCM. If delisted from the Nasdaq
SmallCap Market, the Company's Common Stock would be traded on
the Over-the-Counter Bulletin Board.
JMC G R O U P , I N C .
9710 SCRANTON ROAD SUITE 100
SAN DIEGO, CA 92121 FOR ADDITIONAL INFORMATION
TELEPHONE (619)450-0055 FACSIMILE (619)450-9102 CALL 1-800-770-JMCG
<PAGE>
[NASDAQ/AMEX LOGO]
David A. Donohoe, Jr.
Senior Counsel
SENT VIA FACSIMILE AND FEDERAL EXPRESS
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March 16, 1999
Benjamin M. Vandegrift, Esq.
Pillsbury, Madison & Sutro, L.L.P.
110 New York Avenue, N.W.
Ninth Floor East Tower
Washington, DC 2005-3918
Re: JMC Group, Inc. (Symbol: JMCG)
Nasdaq Listing Qualifications Panel
Decision NQ2717N-98
Dear Mr. Vandegrift:
This is to inform you that, pursuant to the February 19, 1999
oral hearing before a Nasdaq Listing Qualifications Panel (the
"Panel"), a determination has been made in the matter of JMC
Group, Inc. (the "Company") and its request for continued
inclusion on the Nasdaq National Market pursuant to an exception
to the bid price and market value of public float requirements,
as set forth in Nasdaq Marketplace Rules 4450(a)(5) and
4450(a)(2), respectively.
The Panel relied upon the following information in reaching its
determination. The Company sells annuities, insurance products
and mutual funds through relationships with banks, saving and
loans and thrifts. The Form 10-Q for the quarter ended September
30, 1998 reported total assets of $6,686,166, net tangible assets
of $6,419,481 and nine month net income of $220,770. 1 The
Company reported 6,616,451 total shares outstanding and 5,138,177
shares in the public float. The closing bid price of the Company's
common stock on March 15, 1999 was $0.875 per share;
consequently, the market capitalization and market value of
public float were $5,850,395 and $4,495,905, respectively.
The Company plans to execute a 1 for 2 reverse stock split on or
before May 4, 1999. It filed its Preliminary Proxy Statement
with the Securities and Exchange Commission on March 8, 1999 and
has scheduled a Special Meeting of the Shareholders for May 3, 1999
to approve the reverse stock split.
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1 The Forms 10-K for the fiscal years ended December 31, 1997, 1996 and
1995 reported net income (loss) of $(257,292), $(502,919) and $1,741,124,
respectively.
The Nasdaq-Amex Market Group, an NASD Company
9801 Washingtonian Blvd 5th Floor, Gaithersburg, MD 20878 202-496-2529
Fax 202-496-2688
<PAGE>
The Company was formerly a large financial services firm that has
substantially downsized and now desires to grow itself again.
It deals predominantly in fixed and variable annuities, although
it also owns a sales management tracking system that remains a
marketable product. The Company represented that it has a book
value of approximately $6,100,000, with zero debt and
insignificant liabilities. The Company stated that it has built
a highly structured and regimented business that is focused on
sustaining and enhancing profitability. In addition, the Company
is in the preliminary stages of considering a number of merger or
acquisition possibilities.
The Panel noted that the Company does not currently satisfy the
$1.00 per share minimum bid price requirement or the $5,000,000
minimum market value of public float requirement of Maintenance
Standard 1. Based on the foregoing, the Panel lacked confidence
in the Company's ability to achieve compliance with all criteria
necessary for continued listing on the Nasdaq National Market
within a reasonable period of time and to sustain compliance over
the long term. However, the Panel was of the opinion that the
Company currently satisfies all requirements for continued
listing on The Nasdaq SmallCap Market with the exception of the
minimum bid price requirement. Accordingly, the Panel determined
to move the listing of the Company's securities to The Nasdaq
SmallCap Market, effective with the opening of business March 18, 1999,
pursuant to the following exception. On or before May 7, 1999,
the Company must demonstrate a closing bid price of at least $1.00
per share; thereafter, the Company's closing bid price must meet or
exceed $1.00 per share for a minimum of ten consecutive trading days. 2 In
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order to fully comply with the terms of this exception, the
Company must be able to demonstrate compliance with all continued
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listing requirements for The Nasdaq SmallCap Market. In the
event the Company fails to satisfy the terms of this exception,
the Company's securities will be delisted form the Nasdaq Stock
Market.
All companies operating under exceptions are required to issue a
press release (see sample attached) announcing the conditional
listing on The Nasdaq SmallCap Market and are identified by a
fifth character "C" appended to the Company's trading symbol.
Accordingly, effective March 18, 1999, the trading symbol of the
Company's securities will be changed from JMCG to JMCGC. 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.
It is a requirement during the exception period that the Company
must provide prompt notification of any significant events which
occur during this time. Should there be a material change in the
Company's financial or operational character, the Panel reserves
the right to reconsider the terms of this exception. In
addition, any compliance document will be subject to review by
the Panel, which may at its discretion request additional
information before approving the Company's compliance.
The Company is directed to immediately contact Rini Shokkos at
(202) 496-2616. The Company's continued listing on The Nasdaq
SmallCap Market is contingent upon its successful completion of
an application and review process. This process will require the
Company to file an application for new listing on The Nasdaq
SmallCap Market, to demonstrate compliance with all
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2 The Panel reserves the right to monitor the bid price for a
period in excess of ten consecutive trading days prior to
determining that the Company has complied with the terms of this
exception.
2
<PAGE>
applicable maintenance criteria, and to pay all new listing fees
by MARCH 26, 1999. In the event the Company fails to comply
with any of the provisions of this decision, the Company's
securities will be immediately delisted from The Nasdaq Stock
Market.
The Company should be aware that the Nasdaq Listing and Hearing
Review Council ("Review Council") may, on its own motion,
determine to review any Panel decision within 45 calendar days
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after issuance of the written decision. If the Review Council
determines to review this decision it may affirm, modify,
reverse, dismiss, or remand the decision to the Panel. The
Company will be notified immediately in the event the Review
Council determines that this matter will be called for review.
The Company may also request that the Review Council review this
decision. The request for review must be made in writing and
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received within 15 days from the date of this decision. Requests
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for review must be sent to: Sara Nelson Bloom, Office of General
Counsel, The Nasdaq Stock Market, 1801 K Street, N.W.,
Washington, DC 20006, (202) 728-8478 and facsimile (202) 728-
8321. Please be advised that the institution of a review,
whether by way of your request, or on the initiative of the
Review Council, will not operate as a stay of this decision.
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If you have any questions, please do not hesitate to contact me
at (202) 496-2529.
Sincerely,
/s/ David A. Donohoe, Jr.
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David A. Donohoe, Jr.
Senior Counsel
Listing Qualifications Hearings
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