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 30, 1998
THE NATIONAL REGISTRY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20270 95-4346070
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 636-0099
No Change
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On December 2, 1998, The National Registry Inc. (the "Company")
received notification from the Nasdaq Stock Market, Inc. ("Nasdaq")
that the Company was not in compliance with Marketplace Rule 4310 (c)
(2) ("Rule (c) (2)") that requires the Company to maintain (i) net
tangible assets of $2 million; (ii) market capitalization of $35
million; or (iii) net income of $500,000 in the most recently
completed fiscal year or in two of the three most recently completed
fiscal years. Nasdaq requested that the Company provide to Nasdaq a
proposal for achieving compliance with Rule (c) (2) by December 16,
1998. The Company is currently reviewing options available to it to
obtain additional equity or other means to achieve compliance with
Rule (c) (2) and intends to submit the requested proposal to Nasdaq on
or before December 16, 1998.
There is no assurance that Nasdaq will determine that the Company
is in compliance with Rule (c) (2), that the Company will be in
compliance with Rule (c) (2) in the future or that the Company's
common stock, $.01 par value per share (the "Common Stock"), will not
be delisted from the Nasdaq SmallCap Market (the "SmallCap Market").
If the Common Stock were delisted and excluded from trading on the
SmallCap Market, it would adversely affect the prices of such
securities and the ability of holders to sell them.
On November 30, 1998 Don Lyle, a member of the Company's board of
directors (the "Board"), delivered a letter to the Chairman of the
Board (the "Chairman") resigning from the Board "due to other
pressures on [his] time." The resignation was effective upon receipt
and acceptance thereof, on behalf of the board, by the Chairman on
such date.
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. none
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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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.
THE NATIONAL REGISTRY INC.
Date: December 3, 1998
By: /s/ JEFFREY P. ANTHONY
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Jeffrey P. Anthony
President and Chief Executive Officer
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