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): November 29, 2000
ELCOTEL, INC.
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(Exact name of registrant as specified in its charter).
Delaware 000-15205 592518405
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6428 Parkland Drive, Sarasota, Florida 34243
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (941) 758-0389
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Item 5. Other Events
On November 29, 2000, Elcotel, Inc. (the "Company") received notification
from the Nasdaq Stock Market, Inc. ("NASDAQ") that the Company's common stock
has failed to maintain a minimum bid price of $1.00 per share over the last 30
consecutive trading days as required by Marketplace Rule 4450(a)(5) (the
"Rule"). Therefore, in accordance with Marketplace Rule 4310(c)(8)(B), the
Company has 90 calendar days, or until February 27, 2001, to regain compliance
with the Rule. If at any time before February 27, 2001, the bid price of the
Company's common stock is at least $1.00 for a minimum of 10 consecutive trading
days, Nasdaq will determine if the Company complies with the Rule. However, if
the Company is unable to demonstrate compliance with the Rule on or before
February 27, 2001, Nasdaq will provide the Company with written notification
pursuant to Marketplace Rule 4815(b) that Nasadq has determined to delist the
Company's common stock. At that time, the Company may request a review of
Nasdaq's determination.
As disclosed in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, the Company is continuing its efforts to raise
additional equity capital and/or secure other sources of financing to facilitate
the restructuring of its bank indebtedness. However, there can be no assurance
that the Company will be able to secure other sources of financing, raise
additional equity capital or restructure its bank indebtedness. Accordingly,
there is no assurance that the Company will be able to continue normal
operations. In addition, even if the Company's efforts to raise additional
financing and/or capital are successful, there is no assurance that any such
additional financing and/or capital would be provided on terms that are not
onerous or that the percentage ownership of the Company's current stockholders
will be not be reduced substantially. If the Company is able to raise additional
equity capital and/or secure other sources of financing to facilitate the
restructuring of its bank indebtedness, it believes, but cannot assure, that
such developments may have a positive effect on the bid price of its common
stock, which might permit the Company to regain compliance with the Rule.
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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 hereunto duly authorized.
ELCOTEL, INC.
Date: December 6, 2000 By: /s/ William H. Thompson
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William H. Thompson
Senior Vice President,
Administration and Finance
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