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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): July 17, 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 July 17, 1996, from The Nasdaq Stock Market, Inc. ("Nasdaq"), informing
the Registrant that its securities are to be deleted from The Nasdaq Stock
Market-SM- effective July 18, 1996. The Registrant will request that the Nasdaq
Listing and Hearing Review Committee review this decision, but the request will
not operate as a stay to the deletion of the Registrant's securities from The
Nasdaq Stock Market-SM-. The Registrant's Common Stock will, in the meanwhile,
be listed in the OTC Bulletin Board.
As permitted by General Instruction F to Form 8-K, the Registrant hereby
incorporates by reference the information contained in the press release dated
July 22, 1996, which is filed as an Exhibit to this Report on Form 8-K.
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
99.3 Letter from Nasdaq dated July 17, 1996.
99.4 Press release from the Registrant dated July 22,
1996.
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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 24, 1996 By: /s/ James C. Vellema
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Name: James C. Vellema
Title: Chairman/Chief Executive Officer
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[LETTERHEAD]
July 17, 1996
Ms. Cathryn S. Gawne, Esquire
Shapiro, Rosenfeld & Close
One Century Plaza, Suite 2600
2029 Century Park East
Los Angeles, CA 90067-2901
Re: MPTV, Inc.
Nasdaq Listing Qualifications Panel
Decision NO. 1302C-96
Dear Ms. Gawne:
This is to inform you that, pursuant to the July 12, 1996 hearing before a
Nasdaq Listing Qualifications Panel (the "Panel"), a determination has been made
in the matter of MPTV, Inc. (the "Company") and its request for an exception to
the capital and surplus and bid price requirements, as set forth in Rules
4310(c)(03) and 4310(c)(04) of the NASD Manual - The Nasdaq Stock Market.
After a careful review of the record and the Company's submissions, the Panel
determined that an exception would not be granted. The Panel made the
following findings. Two days prior to the hearing the Company filed a proxy
statement for a shareholder meeting to vote on reverse split. The Company
does not anticipate being able to effect the reverse split before the end of
July. The Company filed its June 30, 1996 Form 10-QSB evidencing $1,318,251
in capital and surplus. The Company's business is focused on the selling of
time share units in a Las Vegas property. Currently, they are unable to sell
units due to a FNMA lien on the property. The Company is in the process of
raising additional funding for the extinguishment of the lien.
The Panel noted that the Company originally received notice of the bid price
deficiency on February 5, 1996. The Panel was deeply concerned by the fact that
the Company did not take any action on this deficiency until the filing of the
proxy two days prior to the hearing. Finally, the Panel lacked confidence in
the Company's ability to remain in compliance over the long term. Accordingly,
the Panel determined to deny the Company's request for an exception. EFFECTIVE
JULY 18, 1996 THE COMPANY'S SECURITIES WILL BE DELETED FROM THE NASDAQ STOCK
MARKET-SM-.
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The Company is hereby placed on notice that the Nasdaq Listing and Hearing
Review Committee ("Review Committee") may, on its own motion, determine to
review ANY Qualifications Panel decision within 45 calendar days after issuance
of the written decision. If the Review Committee determines to review this
decision it may affirm, modify, reverse, dismiss, or remand the decision to the
Qualifications Panel. The Review Committee generally makes its determination
whether to review any decision in less than 45 days. You will be notified
immediately in the event the Review Committee determines that this matter will
be called for review.
The Company may also request the Review Committee to review this decision. Your
request for review should be made in writing within 15 days from the date of
issuance of this decision, to: Sara Nelson Bloom, The Nasdaq Stock Market-Office
of General Counsel, 1735 K Street, N.W., Washington, DC 20006, (202)728-8478.
Please be advised that the institution of a review, whether by way of your
request, or on the initiative of the Review Committee, will NOT operate as a
stay of this decision.
The securities of the Company may immediately be eligible trade on the OTC
Bulletin Board. Pursuant to SEC File No. TP 92-143, an exemption from Rule
15c2-11 has been granted to permit a broker-dealer, without having the
information specified by the Rule, to publish in, or submit for publication in,
a quotation medium, quotations for a security immediately after such security is
no longer authorized for quotation in The Nasdaq Stock Market-SM-, subject to
the following conditions:
1. Removal of the security from authorization for quotation must be
attributable solely to the issuer's failure to satisfy the revised
maintenance standards, as contained in SEC Release No. 34-29638
(August 30, 1991);
2. The security must have been quoted continuously in The Nasdaq Stock
Market-SM- during the 30 calendar days preceding its delisting from
that market, exclusive of any trading halt not exceeding one day to
permit the dissemination of material news concerning the security's
issuer;
3. The issuer of the security must not be the subject of bankruptcy
proceedings;
4. The issuer of the security must be current in its reporting pursuant
to Section 13(a) or 15(d) of the Exchange Act; and
5. A broker-dealer relying upon this exemption must have been a market
maker registered with the NASD in the security no longer eligible for
quotation during the 30 day period preceding its removal from The
Nasdaq Stock Market-SM-.
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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.
Counsel - Listing Qualifications Hearings
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EXHIBIT 99.4
[LETTERHEAD]
IMMEDIATE PRESS RELEASE
MPTV, INC.
(NASDAQ SYMBOL "MPTV")
JULY 19, 1996
The Company has been informed that effective July 18, 1996, the Company's
common stock will be deleted from the NASDAQ Small Cap Stock Market-SM-. The
Company's securities are currently trading on the OTC Bulletin Board. The
Company's request for an exception to the capital and surplus and bid price
continuing listing requirements was denied based on the Company's failure to
maintain a minimum dollar bid price. Management believes that this deficiency
may be remedied by improved market conditions due to the anticipated
commencement of timeshare sales and the related earnings and the anticipated
results of management's efforts to secure financing for its Lake Tropicana
Project in Las Vegas, Nevada. The Company's June 30, 1996 Form 10-QSB evidences
$1,318,251 in capital and surplus.
The Company plans to request the NASDAQ Listing and Hearing Review
Committee to review this decision. The request for review does not operate as a
stay of this decision.
MPTV, Inc. is engaged in Timeshare Resort Development, Resort Management
and Vacation Oriented Television Entertainment.
FOR MORE INFORMATION CONTACT:
JAMES C. VELLEMA, CHAIRMAN
MPTV, INC.
714-760-6747
