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): November 14, 1997
SIMS Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25474 65-0-287558
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3333 S. Congress Avenue, Suite 401
Delray Beach, Florida 33445
(Address of principal executive offices)
(Zip Code)
(561) 265-3601
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Page 1 of Pages
Exhibit Index is on Page
<PAGE>
Item 5. Other Information
The Company has been notified by the NASDAQ Stock Market that it does
not meet the minimum capital and surplus requirements ($1,000,000) or the
minimum bid price ($1.00) required for the continued listing of the Company's
securities on the NASDAQ SmallCap Market.
The Company will meet with representatives of the NASDAQ Stock Market
on December 18, 1997 to determine if the Company is in compliance with the
continued listing requirements of the NASDAQ Stock Market. If it is determined
that the Company is not in compliance with such requirements, the Company's
common stock will be delisted from the NASDAQ SmallCap Market, and will
thereafter trade on the NASD's OTC Electronic Bulletin Board.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On November 28, 1997 the Company sold $100,000 in convertible notes to
foreign investors. The notes bear interest at 8% per year and are due and
payable in November 1999. At any time after January 6, l998 all or any part of
the notes are convertible into shares of the Company's stock. The number of
shares issuable upon the conversion of the notes is to be determined by dividing
the principal amount of the note to be converted by an amount equal to 72% of
the average closing bid price of the Company's common stock on the five trading
days preceeding the conversion date. The sale of these securities was made in
reliance upon Regulation S of the Securities and Exchange Commision.
<PAGE>
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: December 5, 1997 SIMS COMMUNICATION
By /s/ Michael Malet
Michael Malet,
Executive Vice President
