U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 7, 1997
DIGITAL DESCRIPTOR SYSTEMS. INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-26604 23-2770048
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2010-F Cabot Boulevard, Langhorne. Pennsylvania 19047
(Address of Principal Executive Offices)
(215) 752-0963
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events
The Company has been notified by the NASDAQ Stock Market, Inc. that the
Company does not meet the maintenance standards to continue to be listed on the
Nasdaq SmallCap Market. The Company's securities were delisted from the Nasdaq
SmallCap Market effective the close of business on Monday, July 7, 1997. Trading
in the Company's securities will take place in the over-the-counter market
through the OTC Bulletin Board. Some state laws which permit secondary trading
in stocks listed on the Nasdaq SmallCap Market may not have comparable provision
for OTC Bulletin Board stocks. The delisting of the Company's securities could
have a material adverse effect on the ability of holders of the Company's Common
Stock, Redeemable Class A Warrants and Redeemable Class B Warrants to trade such
securities, and consequently on the prices of those securities.
The delisting will also subject the Company's securities to the penny stock
rules promulgated under the Securities Exchange Act of 1934. These rules, which
were adopted by the Securities and Exchange Commission, regulate broker-dealer
practices in connection with transactions in "penny stocks." Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rule, to deliver a standardized risk
disclosure document prepared by the commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from such rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Application of
these disclosure requirements may have the effect of reducing the level of
trading activity in the market for the Company's securities.
<PAGE>
SIGNATURE PAGE
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, thereunto duly authorized.
DIGITAL DESCRIPTOR SYSTEMS, INC.
Date: July 8, 1997 By: /s/ Garrett U. Cohn
--------------------------------
Garrett U. Cohn, President and
Chief Executive Officer
