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 Exchange Act of 1934
Date of Report (Date of earliest event reported): November 26, 1997
XOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-28610 93-0898539
(Commission File Number) (IRS Employer Identification No.)
1450 Energy Park Drive 55108
Suite 120 (Zip Code)
St. Paul, Minnesota
(Address of principal executive offices)
(612) 645-9000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
The Company has received correspondence dated November 14, 1997 from the NASDAQ
Stock Market, Inc. which describes the Company's failure to currently be in
compliance with the continuing listing requirements of the NASDAQ SmallCap
Market. The correspondence indicated that, absent demonstrated compliance with
such listing requirements, the Company's shares of common stock are subject to
delisting, effective with the close of business on November 28, 1997. In an
effort to maintain listing on the NASDAQ SmallCap Market, the Company has taken
the following action:
On November 25, 1997, the Company's Board of Directors approved the private
placement of up to 100,000 shares of the Company's common stock, $0.025 par
value, to members of the Company's Board of Directors at a price of $1.50 per
share (the "Private Placement"). The $1.50 per share purchase price is not
believed to be less than the current fair market value of such shares. Each
member of the Board of Directors was offered the ability to purchase their
proportional share of the Private Placement and, as of the date of this report,
Messrs. Steven Liefshultz and Bernard Reeck have agreed to participate in the
Private Placement in the amount of 50,000 shares ($75,000) each.
While the Company has taken these actions in an explicit attempt to maintain its
listing on the NASDAQ SmallCap Market, there can be no assurance that such
actions will, ultimately, demonstrate to the NASDAQ Stock Market Inc. the
Company's ability to meet and maintain the continued listing requirements.
Factors giving rise to such delisting could include, but are not limited to, a
reduction of the Company's assets to below $2,000,000, stockholder's equity
being reduced to below $1,000,000, a minimum bid price being less than $1.00 per
share and a reduction to one active market maker or a reduction in the value of
the Company's publicly held securities to less than $250,000. In addition, the
NASDAQ SmallCap Market has adopted more stringent continued listing requirements
with which the Company will need to comply no later than February 23, 1998.
There can be no assurance of the Company's ability to meet these requirements by
February 23, 1998 or on an ongoing basis. Should the Company's securities be
delisted from the NASDAQ SmallCap Market, either now or in the future, trading,
if any, in the Company's common stock would thereafter be conducted in the
over-the-counter markets in the so-called "pink sheets" of the National
Association of Securities Dealer's "Electronic Bulletin Board," and the Company
would become subject to Rule 15g-9 under the Securities Exchange Act of 1934
(the "Penny Stock Rules"), which imposes additional sales practice requirements
on broker-dealers which sell such common stock to persons other than established
customers and certain institutional investors. For transactions covered by this
rule, a broker-dealer must make a special suitability determination for the
purchasers and have received the purchaser's written consent to the transaction
prior to sale. Consequently, the Penny Stock Rules may adversely affect the
ability of broker-dealers to sell the Company's common stock and may adversely
affect the ability of the Company's shareholders to sell any of their shares of
common stock in the secondary market. Consequently, the liquidity of the
Company's common stock would likely be impaired, not only in the number of
shares which could be bought and sold, but also through delays in the timing of
the transactions and a reduction in security analysts' and the news media's
coverage of the Company, if any. This may result in lower prices for the
Company's securities than might otherwise prevail.
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Item 7. Financial Statements and Exhibits
XOX CORPORATION
PRO FORMA BALANCE SHEET
November 24,1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents* $ 1,040,699
Accounts receivable 579,178
Prepaid expenses 43,796
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TOTAL CURRENT ASSETS 1,663,673
PROPERTY & EQUIPMENT (Net) 150,257
OTHER ASSETS
License agreements 62,292
Investment in joint venture 80,532
Note receivable - IMETRIX 161,000
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TOTAL OTHER ASSETS 303,824
TOTAL ASSETS $ 2,117,754
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 182,383
Accrued expenses 25,365
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TOTAL CURRENT LIABILITIES 207,748
DEFERRED REVENUE 44,603
LONG TERM LIABILITIES
Long-term debt - related parties 632,006
Accrued payroll taxes 33,319
Other accrued liabilities 78,771
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TOTAL LONG TERM LIABILITIES 744,096
STOCKHOLDERS' EQUITY
Common stock 73,823
Additional paid-in-capital 12,439,703
Accumulated deficit (11,392,219)
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TOTAL STOCKHOLDERS' EQUITY 1,121,307
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TOTAL LIABILITIES & EQUITY $ 2,117,754
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*Assumes proceeds of $150,000 from the sale of Common Stock to certain Board
members, as approved by the Board of Directors of XOX Corporation
See accountant's compilation report
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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 thereunto duly authorized.
XOX CORPORATION
Date: November 26, 1997 By /s/ Steven Mercil /s/
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Chief Executive Officer
