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 earliest event reported) February 26, 1998
COMPUTER MARKETPLACE, Inc.
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-1473 33-0008870
(Commission File Number) (IRS Employer Identification Number)
1171 Railroad Street, Corona, California 91720
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(909) 735-2120
(Former name or former address, if changed since last report)
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Item 5.Other Events.
On February 26, 1998, Computer Marketplace, Inc. (the "Registrant") was
advised by The Nasdaq Stock Market that it failed to meet the continued listing
requirements of The Nasdaq SmallCap Market. Specifically, the Company failed to
maintain either (i) $2,000,000 in net tangible assets, (ii) a market
capitalization of $35,000,000 or (iii) net income of $500,000 (in 2 of the last
3 years).
The Registrant is exploring various alternatives which would satisfy The
Nasdaq SmallCap Market continued listing requirements. There is, however, no
assurance that the Company will be successful in satisfying such requirements.
Failure to meet the requirements will result in the Company's securities being
traded on the NASD OTC Bulletin Board. As a result, the price of, and the volume
of trading in, the Company's securities may be negatively effected.
On March 6, 1997, the Registrant entered into an arrangement with Meridian
Technology Leasing Services ("Meridian"), pursuant to which the Registrant
provided Meridian with an exclusive option to purchase from the Registrant its
Medical Marketplace, Inc. subsidiary for a purchase price of $1,000.000 plus the
payment of intercompany debt owed to the Registrant (approximately $600,000),
subject to adjustment based upon changes in the Medical Marketplace balance
sheet since December 31, 1997. The proposed transaction is subject to further
negotiation, finalization of several terms and conditions, execution and
delivery of a definitive agreement and the approval of the Registrant's
stockholders.
Item 7Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
(i) Letter from The Nasdaq SmallCap Market dated February 26, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
Computer Marketplace, Inc.
By: /s/ L. Wayne Kiley
L. Wayne Kiley
President
Dated: March 9, 1998
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THE NASDAQ STOCK MARKET, INC. NASDAQ
VIA MAIL AND FACSIMILE
February 26, 1998
Mr. L. Wayne Kiley
President and CEO
Computer Marketplace, Inc.
1171 Railroad Street
Corona, CA 91720
Dear Mr. Kiley:
Our records indicate that the Company is not in compliance with the new net
tangible assets/market capitalization/net income requirement(s), pursuant to
NASD Marketplace Rule(s) 4310(c)(02), which became effective on February 23,
1998.1 Therefore, the Company's securities are scheduled for delisting,
effective with the close of business on March 16, 1998. However, the Company may
request a temporary exception to the new requirements by sending a hearing
request, prior to the close of business on March 13, 1998. The request, which
will stay the delisting, must be sent to the attention of: Listing
Qualifications Hearings Department, The Nasdaq Stock Market, Inc., 1735 K
Street, N.W., Washington, DC 20006-1500.
Because the Company is subject to delisting based solely on the implementation
of the new listing criteria, it will have two options with respect to its
request for review:
o The Company may elect to receive an expedited, written hearing at no
prejudice to its rights for further review under Rule 4800. There is no
charge for this hearing. If the Company elects to pursue this option, it
must make a written submission supporting the argument in favor of an
exception. This submission must be received in our offices by March 27,
1998. The submission must be limited to 10 standard one-sized, pages,
excluding financial statements and public filings; or
o The Company may elect to appeal the delisting decision, pursuant to
Marketplace Rule 4800 series, and pay $2,300 for an in-person oral hearing
or $1,400 for a written hearing. This request must be received in our
offices by March 13, 1998.
<PAGE>
Mr. L. Wayne Kiley
February 26, 1998
Page 2
The Company is urged to provide any relevant documentation to support its
argument in favor of an exception, including, but not limited to, financial
projections, agreements, offering circulars, letters of intent, contracts and
schedules. Based on the review, a determination will be made as to whether the
Company may continue to be listed on The Nasdaq Stock MarketSM..
If you have any questions concerning the compliance issues discussed above,
please contact me at 202-496-2624.
Sincerely,
Leslie A. Bosch
Listing Analyst
Listing Qualifications
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NASDAQ SMALLCAP MARKET
MAINTENANCE STANDARDS
REVIEW WORKSHEET
The following table identifies the SmallCap maintenance standards. Each
incidence of non-compliance is denoted with an "X".
COMPANY NAME: Computer Marketplace, Inc. MKPL
Maintenance
Standards Standard
Net Tangible Assets 1,2 $2 Million X
or
Market Capitalization $35 Million
or
Net Income (2 of last 3 years) $500,000
Market Place Rule: 4310(c)(02)
Public Float (shares3 500,000
Market Place Rule: 4310(c)(07)
Market Value of Public Float $1 Million
Market Place Rule: 4310(c)(07)
Minimum Bid Price $1
Market Place Rule: 4310(c)(04)
Shareholders (round lot holders)4 300
Market Place Rule: 4310(c)(06)
Market Makers 2
Market Place Rule: 4310(c)(01)
Independent Directors
Market Place Rule: 4310(c)(25)(B) 2
Independent Audit Committee
Market Place Rule: 4310(c)(25)(C) Yes
Qualifications Analysis Bosch
- ---------------------------------
1 Net tangible assets means total assets (excluding goodwill) minus
total liabilities
2. A company must satisfy one of the following standards to be in compliance:
market capitalization standard OR total assets requirement OR net income
standard.
3. Public float is defined as shares that are not held directly or indirectly
by any officer or director of the issuer and by any other person who is the
beneficial owner of more than 10 percent of the total shares outstanding.
4. Round lot holders are considered holders of 100 shares or more.
