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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 1995
WORK RECOVERY, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado
(State or Other Jurisdiction of Incorporation)
0-18695 68-0165800
(Commission File Number) (IRS Employer
Identification No.)
2341 South Friebus Avenue, Suite 14, Tucson, Arizona 85713
(Address of Principal Executive Offices) (Zip Code)
(520) 322-6634
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On November 8, 1995, The Nasdaq Stock Market, Inc.("Nasdaq") notified
Work Recovery, Inc., a Colorado corporation (the "Company"), that it was denying
the Company's request for an exception from Nasdaq's listing requirements and
delisting the Company's securities from Nasdaq effective with the opening of
business on Thursday, November 9, 1995.
Nasdaq noted that its Listing Qualifications Committee (the "Committee")
"was of the opinion that the continued delinquency of the [C]ompany's Form 10-K
report for the year ended June 30, 1995 and the seriousness of the allegations
of the SEC and FBI investigations and the shareholder litigation are matters
which the [C]ompany will not be able to resolve in the near term. As a result,
the Committee, in accordance with The Nasdaq Stock Market's obligation to all
its listed companies and the respective current and future shareholders,
determined that an exception for listing on either the Nasdaq National Market
or The Nasdaq SmallCap Market is not appropriate."
As a result of the Company's delisting from Nasdaq, the market value of
the Company's securities probably will decline and stockholders probably will
find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities. In addition, given the present
market price of the Company's securities, if no other exclusion from the
definition of a "penny stock" under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is available, the Company's securities will be
subject to the Penny Stock Rules promulgated under the Exchange Act. The
Company's securities will be excluded from the definition of a "penny stock"
if: (1) the Company has (a) net tangible assets (i.e., total assets less
intangible assets and liabilities) in excess of $2,000,000 or (b) average
revenue of at least $6,000,000 for the last three years, and (2) such net
tangible assets or average revenues are demonstrated by financial statements
audited and reported on by an independent public accountant and dated less than
15 months prior to the date of the transaction that the broker or dealer has
reviewed and has a reasonable basis for believing are accurate in relation to
the date of the transaction. Although the Company currently meets both of the
financial tests set forth in (1) above, it does not presently have financial
statements that have been audited and reported on by an independent public
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accountant within the last 15 months. Thus, until such time as the Company is
able to publish such financial statements, it will be subject to the Penny Stock
Rules.
The Penny Stock Rules regulate broker-dealer practices in connection with
"penny stocks." Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current
price and volume information with respect to transactions in such securities is
provided by the exchange or system). The Penny Stock Rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document prepared by
the Commission that provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or
in writing prior to effecting the transaction and must be given to the customer
in writing before or with the customer's confirmation.
In addition, the Penny Stock Rules require that prior to a transaction in
a penny stock not otherwise exempt from such rules, the broker-dealer must make
a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to the
transaction. These requirements, if and when applicable, may make
broker-dealers less willing to engage in transactions in the Company's
securities, may reduce trading activity in the market for the Company's
securities, and may make it more difficult for the Company's stockholders to
dispose of their shares.
EXHIBITS
No exhibits are required to be filed in connection with this report on
Form 8-K.
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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.
Date: November 10, 1995.
WORK RECOVERY, INC.
by: /s/ THOMAS L. BRANDON
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Thomas L. Brandon, President
and Chief Executive Officer
