UNITED STATES
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 October 28, 1997
QPQ Corporation
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(Exact name of registrant as specified in its charter)
FLORIDA 1-12350 65-0611607
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 561-470-6005
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5 Other Events.
As previously disclosed, on May 27, 1997 the Company received a letter
from the staff of The Nasdaq Stock Market, Inc. ("Nasdaq") concerning the
continued inclusion of its shares of Common Stock on The Nasdaq SmallCap Market,
citing the Company's failure to maintain a closing bid price of at least $1.00
as well as its failure to meet certain alternative criteria related to capital
surplus. On October 2, 1997 the Company submitted a plan to Nasdaq setting forth
the actions the Company would undertake to bring it in full compliance with the
listing requirements for The Nasdaq SmallCap Market, which plan included the 1
for 3 reverse stock split effected by the Company on October 9, 1997, the
closing this month of the acquisition of the stock of Lator International, Inc.
("Lator") (as described in the Company's Report on Form 8-K dated October 22,
1997) as well as the closing of the pending acquisition of the assets of
Replogle Enterprises, LLC. ("Replogle") as previously disclosed. The net effect
of such transactions would, in management's opinion, bring the Company in full
compliance with the Nasdaq continued listing standards.
Subsequent to such stock split, the Company has maintained the minimum bid
price on its Common Stock of at least $1.00; however, the Company remained in
non-compliance with other Nasdaq inclusion criteria pending the closing of its
proposed acquisition of the assets of Replogle. On October 16, 1997 the Company
attended an oral hearing before the Nasdaq Qualifications Hearing Panel
regarding the Company's proposed plan and at such hearing the Company requested
a 30 day exemption from the listing standards to complete the pending
transactions. At the conclusion of such hearing the Panel members advised the
Company that a written ruling as to the Panel's decision regarding the continued
listing of the Company's Common Stock would be forthcoming.
On October 27, 1997 the Company received written notice from Nasdaq that
the Qualifications Hearing Panel had determined to delete the Company's Common
Stock from The Nasdaq SmallCap Market effective with the close of business on
October 27, 1997. The correspondence from the staff of Nasdaq stated that the
Qualifications Hearing Panel was of the opinion that the closing of the Lator
transaction and the proposed closing of the Replogle acquisition would result in
a change of control, change in business and a change in financial structure of
the Company. Accordingly, the Qualifications Hearing Panel determined that NASD
Marketplace Rule 4330(f) is applicable and that the Company would be required to
file a new listing application and satisfy the initial listing standards. The
Company's Common Stock will now trade on the OTC Bulletin Board, under its same
symbol.
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Management of the Company is considering whether to request the Review
Committee of the Nasdaq Listing and Hearing Review Committee to review the
decision by the Qualifications Hearing Panel, whether to file a new listing
application following the closing of the Replogle acquisition, or both. In the
event management of the Company decides to appeal, but is unsuccessful in
securing a reversal of the decision to delist the Company's Common Stock from
The Nasdaq SmallCap Market, management of the Company may, as soon as
practicable following the closing of the Replogle acquisition, make application
to Nasdaq for re-qualification of its Common Stock on The Nasdaq SmallCap
Market. While management believes it will likely satisfy the initial listing
criteria, assuming such acquisition is consummated, there can be no assurances
that the transaction will the consummated; moreover, even assuming a successful
consummation, management is unable to predict at this time whether or when the
Company's Common Stock will be approved for re-inclusion on The Nasdaq SmallCap
Market.
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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: October 28, 1997 By: /s/ C. Lawrence Rutstein
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C. Lawrence Rutstein,
President
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