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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): June 12, 1996
MPTV, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-16545 88-0222781
(Commission File Number) (I.R.S. Employer Identification No.)
3 Civic Plaza
Suite 210
Newport Beach, California 92660
(Address of Principal Executive Offices, Including Zip Code)
(714) 760-6747
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
NOTIFICATION OF DELISTING
MPTV, Inc., a Nevada corporation (the "Registrant"), has received a letter,
dated June 12, 1996, from The Nasdaq Stock Market, Inc. ("Nasdaq"), informing
the Registrant that its Common Stock is scheduled to be delisted from The
Nasdaq SmallCap Market effective with the close of business on Wednesday,
June 26, 1996, for failure to meet certain continuing listing requirements.
Although the Registrant currently satisfies the market float, number of
market makers and asset requirements, it does not meet the net worth or share
price criteria. The Registrant has requested that Nasdaq conduct an oral
hearing to reconsider the decision to delist the Common Stock; such hearing
will be held on Friday, July 12, 1996. Management has been informed that the
delisting will be stayed pending the outcome of such hearing. In the event
of such delisting, management anticipates that the Registrant's Common Stock
will be listed in the OTC Bulletin Board. The Nasdaq letter and the request
for oral hearing are included as Exhibits to this Form 8-K.
ISSUANCE OF SHARES
Since March 31, 1996, the Registrant has issued a significant number of
shares of its Common Stock for cash and services rendered. Management has
become aware that these issuances of its Common Stock have caused the total
number of issued and outstanding shares to exceed the 50,000,000 shares
currently authorized in its Articles of Incorporation. The Registrant's
Board of Directors has approved, and management is requesting approval from
its stockholders at the next annual meeting of stockholders (scheduled for
July 1996), to effect a one-for-10 reverse stock split and increase the
number of shares authorized to 100,000,000. Management believes that such
reverse split and increase will be approved by the stockholders. At June 14,
1996, approximately 73,340,071 shares of Common Stock were issued and
outstanding.
AMENDMENT OF MARCH 31, 1996 FORM 10-QSB
The Registrant has concluded, pursuant to discussions with its independent
certified accountants, that certain modifications are required to its condensed
consolidated financial statements at March 31, 1996 and for the three months
then ended. Such financial statements have been included in the Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1996, previously filed by
the Registrant; however, such financial statements and the Form 10-QSB were not
reviewed by the Registrant's independent certified public accountants prior to
filing with the Commission. The modifications relate primarily to the valuation
of the other assets set forth on the March 31, 1996 consolidated balance sheet.
Management is currently in the process of reviewing relevant financial
information and preparing these modifications. Management currently anticipates
that the revised condensed consolidated financial statements will be filed with
the Commission in the next week.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired: N/A
(b) PRO FORMA financial information: N/A
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
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99.1 Letter from Nasdaq dated June 12, 1996
99.2 Request for oral hearing, dated June 18, 1996,
to Nasdaq
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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.
MPTV, INC.
Date: July 2, 1996 By: /s/ JAMES C. VELLEMA
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Name: James C. Vellema
Title: Chairman/Chief Executive Officer
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Exhibit 99.1
THE NASDAQ STOCK MARKET, INC. NASDAQ
June 12, 1996
Mr. Hurley C. Reed
President
MPTV, Inc.
3 Civic Plaza
Suite 210
Newport Beach, CA 92660
Dear Mr. Reed:
Our office is in receipt of correspondence from the Company's Counsel, dated May
19, 1996 and May 22, 1996, in which MPTV, Inc. (the "Company") outlined its
proposal for compliance with the continuing listing requirements of The Nasdaq
SmallCap Market-SM-. The Company presently does not meet the minimum bid price
of $1.00 or the alternative requirement.(1) MPTV, Inc. was notified of the bid
price deficiency in the staff's correspondence, dated May 6, 1996.
Subsequently, the Company filed its Form 10-K for the period ended December 31,
1995 and its Form 10-Q for the period ended March 31, 1996. The Company stated
its capital and surplus as $625,339 at March 31, 1996. Thus, MPTV, Inc.
presently does not meet the $1,000,000 minimum capital and surplus requirement
for continued listing.(2) The Company was advised of this additional deficiency
and provided an opportunity to amend its original submission.
In its plan of compliance, MPTV, Inc. stated that the Company is presently
conducting a private placement of 12% convertible notes in the amount of
$6,800,000, with an option to raise an additional $3,200,000. The underwriting
is being conducted by J.E. Liss and Company. It is the Company's position that
these notes will provide the framework for MPTV, Inc. to raise additional equity
capital in the near future. The Company stated that it was in final
negotiations to convert over $1,500,000 of accrued interest into equity and to
obtain collateral to secure a $262,000 note receivable from an officer, which
would be restated as a current asset. MPTV, Inc., Inc. represented that these
negotiations would be completed and documented on or before June 7, 1996. The
Company also proposed a one for ten reverse split and estimated that the process
would be completed in sixty days. The stock split must be approved by the
Company's shareholders. The Company will be required to submit a proxy
statement to the Securities and Exchange Commission for approval. MPTV, Inc, is
requesting a sixty day extension to implement its plan.
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(1)Section 1(c)(4), Part II, Schedule D of the NASD By-Laws.
(2)Section 1(c)(3), Part II, Schedule D of the NASD By-Laws.
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After careful consideration, the staff has determined that the compliance plan
submitted by MPTV, Inc. does not warrant an extension of time. The staff
believes that the length of time for the extension is excessive. The Company
has not met the capital and surplus requirement since December 31, 1995 and has
not demonstrated any revenues during the past two fiscal years. MPTV, Inc.
represented that it was in negotiations, which would provide short-term
compliance with the capital and surplus requirement. MPTV, Inc. stated that the
conversion of the interest to equity and the collateral arrangements for the
$262,000 note would be completed by June 7, 1996, and that the Company would
provide evidence to show compliance. To date [June 12, 1996], the staff has not
received any such documentation. In its submission, the Company presented no
plans for long-term compliance. While MPTV, Inc. has indicated its willingness
to execute an immediate stock split, the staff notes that the Company has been
aware for over 90 days that it has not met the $1.00 bid price requirement or
the alternative. The staff notes that the closing bid price of the common stock
has been below $1.00 since August 1994. MPTV, Inc. has not has not taken any
action to implement a stock split. Because the Company does not have a current
reverse stock split plan in place, the staff has no basis to assume that MPTV,
Inc. could attain or maintain the minimum $1.00 bid price within the next sixty
days.
Finally, the staff is mindful that The Nasdaq Stock Market is entrusted with the
authority to preserve and strengthen the quality and public confidence in the
stocks listed on our market. The staff notes that were it not for the Company's
Nasdaq SmallCap Market listing, the common stock of MPTV, Inc. would be
considered a "penny-stock" security, as defined under the Securities and
Exchange Rule 3a51-1.(3) As such, the staff believes it is appropriate to
afford the Company's shareholders and potential shareholders the additional
protection contemplated under the "Penny-Stock Disclosure Rules", as provided in
the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 and
subsequent amendments.
In light of the aforementioned concerns, the Company will not be afforded an
extension of time in which to achieve compliance with the continuing listing
requirements of The Nasdaq SmallCap Market. Accordingly, the securities of
MPTV, Inc. will be delisted from The Nasdaq SmallCap Market, effective with the
close of business on Wednesday, June 26, 1996.
If you have any questions regarding the compliance issues discussed above,
please contact Ms. Kit Milholland at (800) 955-8105.
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(3) SEC Rule 3a51-1 defines the term "penny stock" as any equity, other
than certain excluded securities, which, among other things, fail to have: 1]
price of $5 per share or more, excluding any broker-dealer commission,
commission-equivalent, markup, or markdown; 2] [a] more than $2 million of net
tangible assets [total assets less intangible assets less liabilities], if the
issuer has operated continuously for at least three years, or at least $5
million of net tangible assets, if the issuer has operated continuously for less
than three years; or [b] average revenues of at least $6 million for the last
three years.
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Very truly yours,
/s/
Perry Peregoy
Vice President - Listings
Nasdaq Market Services
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Exhibit 99.2
June 18, 1996
VIA TELECOPIER AND FEDERAL EXPRESS
Mr. David Donohoe
The Nasdaq Stock Market
1735 "K" Street, N.W.
Washington, D.C. 20006
Re: MPTV, Inc. ("MPTV")
Request for Oral Hearing
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Dear Mr. Donohoe:
On behalf of MPTV, Inc., a Nevada corporation (the "Company"), we hereby
request, pursuant to Rule 9720 of the NASD Code of Procedure, an oral hearing
for the reconsideration of the decision of The Nasdaq Stock Market as set
forth in its letter of June 12, 1996 (a copy of which is attached hereto).
Such letter indicates that the Company's Common Stock will be delisted from
The Nasdaq SmallCap Market, effective with the close of business on
Wednesday, June 26, 1996, for failure to maintain certain continuing listing
requirements.
Enclosed with the Federal Express submission of this letter is the Company's
check, in the amount of $2,300, in payment of the oral payment fee.
The Company believes that it has proposed a plan for maintaining the
continuing listing requirements of The Nasdaq SmallCap Market, and is making
progress towards accomplishing the goals set forth in said plan. The Company
looks forward to presenting to Nasdaq further evidence of this progress in
the Company's written submission, which is currently being prepared.
Please acknowledge receipt of this request for oral hearing by file-stamping
the enclosed copy of this letter and returning it to the undersigned in the
self-addressed, postage paid envelope provided.
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Mr. David Donohoe
June 18, 1996
Page Two
We understand, pursuant to telephone conversations with Ms. Kit Milholland and
you, that the delisting set forth in the June 12th letter will be stayed pending
resolution of the matters to be discussed at the oral hearing. We request that
such hearing occur as soon as possible, and we await further correspondence or
conversations with you regarding the hearing date and the deadline for the
written submission.
Thank you for your assistance, and please contact me if you have any questions
or comments regarding this matter.
Very truly yours,
SHAPIRO, ROSENFELD & CLOSE
CATHRYN S. GAWNE
CSG/njh
Attachments/Enclosures
cc: Mr. James C. Vellema (Via Telecopier)
Mr. Hurley Reed (Via Telecopier)
Christopher Tower, C.P.A. (Via Telecopier)
Michael McKennon, C.P.A. (Via Telecopier)
Ms. Kit Milholland, Director, Nasdaq Market Services
Ms. Julie Crandall, Director, Nasdaq Market Services
