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) March 10, 1998
----------------------------
AMERICAN TELECASTING, INC.
- -----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23008 54-1486988
- -----------------------------------------------------------------------------
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
5575 Tech Center Drive, Suite 300, Colorado Springs CO 80919
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (719) 260-5533
--------------------------
- -----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On March 10, 1998, American Telecasting, Inc. issued the following press
release:
NASDAQ STOCK MARKET INFORMS AMERICAN TELECASTING, INC.
OF INTENT TO DELIST CLASS A COMMON STOCK
Colorado Springs, Colorado, March 10, 1998 _ American Telecasting, Inc.
("ATI") (Nasdaq SmallCap: ATEL) announced today that the staff of The
Nasdaq Stock Market, Inc. has informed ATI that Nasdaq has determined that
ATI is not in compliance with the new net tangible assets/market
capitalization/net income requirement pursuant to NASD Marketplace Rule
4310(c)(02) and that the Company's Class A Common Stock is scheduled for
delisting from the Nasdaq Stock Market on March 16, 1998.
Nasdaq procedures permit the Company to request a temporary exception to
the new requirements by sending a hearing request to Nasdaq prior to the
close of business on March 13, 1998, and that such request will stay the
delisting. The Company intends to submit such a hearing request.
Compliance with the new net assets/market capitalization/net income
requirements will require the Company's Class A Common Stock to trade
consistently at prices greater than $1-3/8 per share, which is above the
current trading price of the stock.
ATI is unable to predict whether any appeal would be successful. If the
appeal is unsuccessful, the Class A Common Stock would be removed from
listing on the Nasdaq Stock Market and it would likely be more difficult to
buy or sell the Class A Common Stock or to obtain timely and accurate
quotations to buy or sell. In addition, the delisting process could result
in a decline in the trading market for the Class A Common Stock, which could
potentially depress the Company's stock and bond prices, among other
consequences.
# # # # # #
American Telecasting, Inc. is one of the largest operators of wireless
cable television systems in the United States, serving approximately 140,000
video subscribers in 33 markets, as of September 1997. Wireless system
operators use MMDS, MDS, and ITFS microwave frequencies at approximately 2.5
GHz to deliver multiple channel subscription television programming and high
speed Internet access services. For more information, visit ATI's web sites
at http://www.amtele.com or http://www.wantweb.net, or call (719) 260-5533.
---------------------
American Telecasting, Inc. headquarters are located at 5575 Tech Center
Drive, Suite 300, Colorado Springs, Colorado, 80919.
<PAGE>
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
------------------------------------
David K. Sentman
Sr. Vice President and
Chief Financial Officer
Dated: March 11, 1998
