UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 21, 1998
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American Telecasting, Inc.
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(Exact Name of Registrant as Specified in Charter)
54-1486988 Delaware 0-23008
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(IRS Employer (State or Other Jurisdiction (Commission
Identification No.) of Incorporation) File Number)
5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado 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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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On July 21, 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, Colo., July 21 -- American Telecasting, Inc. (the
"Company") (NASDAQ: ATEL) announced today that the Nasdaq Stock Market, Inc.
informed the Company by letter dated July 20, 1998, that a Nasdaq Listing
Qualifications Panel has determined not to grant the Company's request for an
exception to the net tangible assets/market capitalization/net income and bid
price requirements for continued listing on the Nasdaq SmallCap Market. The
Company's Class A Common Stock is scheduled for delisting effective the close
of business on July 28, 1998.
Nasdaq procedures permit the Company to appeal this decision to a new
Listing Qualification Panel. In the event the decision is appealed to a new
Listing Qualification Panel, no delisting action will take place until there
has been a final determination by the new panel. Any request for appeal must
be filed with the Nasdaq Stock Market, Inc. by close of business on July 27,
1998 in order to stay the delisting. The Company intends to submit such a
hearing request.
Compliance with the net assets/market capitalization/net income
requirements will require the Company's Class A Stock to trade consistently
at prices greater than $1-3/8 per share, which is above the current trading
price of the stock.
The Company is unable to predict whether any appeal, if filed, would be
successful. If the appeal is unsuccessful, or is not filed in a timely
manner, the Class A Common Stock will be removed from listing on the Nasdaq
SmallCap Market and it would likely be more difficult to buy or sell the
Company's 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.
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.
/S/ DAVID K. SENTMAN
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DAVID K. SENTMAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
DATED: JULY 22, 1998
