UNITED SATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(X) CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 1, 1997
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AMERICAN TELECASTING, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23008 54-1486988
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(State or Other (IRS Employer (Commission File Number)
Jurisdiction of Identification No.)
Incorporation)
5575 Tech Center Drive, Suite, 300, Colorado Springs CO 80919
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (719) 260-5533
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
By letter dated May 1, 1997, The Nasdaq Stock Market, Inc. informed
American Telecasting, Inc. (the "Company") that based upon review of the
Company's most recent Form 10-K, for the fiscal year ended December 31, 1996,
the Company no longer meets the net tangible asset requirement for continued
listing on the Nasdaq National Market. The rules of The Nasdaq Stock Market,
Inc. require, among other requirements, that the Company have net tangible
assets of at least $4,000,000. The Company's most recent Form 10-K disclosed
that at December 31, 1996, its net tangible worth was negative $12,050,000 and
that the Company did not satisfy the Nasdaq National Market listing criteria.
Pursuant to the letter received by the Company, the Company is required to
provide to The Nasdaq Stock Market, Inc. by May 15, 1997, its proposal to
achieve compliance with the Nasdaq National Market listing requirements.
If The Nasdaq Stock Market, Inc. determines that the Company's proposal
does not warrant continued listing of the Company on the Nasdaq National
Market, then The Nasdaq Stock Market, Inc. may commence a delisting process.
This delisting could result in a decline in the trading market for the
Company's Class A Common Stock, which could potentially depress the Company's
stock and bond prices, among other consequences. The Company expects to
submit its proposal to The Nasdaq Stock Market, Inc. by May 15, 1997,
requesting continuation of National Market listing status. However, there can
be no assurance that the Company will be able to provide either a compliance
plan, or justification for a waiver, which is acceptable to The Nasdaq Stock
Market, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN TELECASTING, INC.
By: /s/ DAVID K. SENTMAN
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David K. Sentman
Sr. Vice President and
Chief Financial Officer
Date: May 5, 1997
