<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported) March 13, 2000
NewStar Media Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-24984 95-4015834
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
8955 Beverly Boulevard, Los Angeles, CA 90048
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) Zip Code)
310/786-1600
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events
Effective March 14, 2000, the common stock of NewStar Media Inc. (the
"Company") has been delisted from the Nasdaq SmallCap Market, and is listed on
the OTC - Bulletin Board, trading under the symbol "NWST."
As we previously reported, Nasdaq informed us on April 19, 1999 that
Nasdaq had determined we were not in compliance with the net tangible
assets/market capitalization/net income requirements pursuant to NASD Market
Place Rule 4310(c)(2). Also on that date, Nasdaq sent separate correspondence to
us in which Nasdaq noted that we had received a "going concern" opinion from our
independent auditor, and expressed concern that, in light thereof, we may not be
able to sustain compliance with Nasdaq's continued listing requirements. Nasdaq
requested information from us by May 5, 1999 about our proposal for achieving
compliance with Market Place Rule 4310(c)(2) and a timeline for resolution of
the items that led to the "going concern" opinion. On May 5, 1999, we submitted
our response to Nasdaq. Nasdaq did not take any further action after May 5, 1999
with respect to its April 19, 1999 notification.
As we previously reported, Nasdaq informed us on September 23, 1999
that our common stock failed to maintain a minimum bid price greater than or
equal to $1.00 over the last thirty consecutive trading days, as required under
Market Place Rule 4310(c)(4). We were provided ninety calendar days, or until
December 23, 1999, to regain compliance with the minimum bid price requirement
of Rule 4310(c)(4). If at any time before December 23, 1999, the bid price of
the Company's shares was equal to or greater than $1.00 for a minimum of ten
consecutive trading days the staff of Nasdaq would determine if compliance with
the requirement had been achieved. We were unable to demonstrate compliance with
the requirement on or before December 23, 1999, but requested a hearing before
the Nasdaq panel. Pending the hearing the delisting was stayed.
Subsequently, we received another notification from Nasdaq that we were
not in compliance with the net tangible assets/market capitalization/net income
requirements pursuant to NASD Market Place Rule 4310(c)(2).
As we previously reported, we appeared at a hearing on February 3, 2000
before a Nasdaq Listing Qualifications Panel. Subsequent to the hearing, we had
further conversations with Nasdaq, and were requested to provide additional
information to the panel by March 10, 2000. On March 10, 2000, we submitted the
additional information requested by the panel.
On March 13, 2000, we received the Nasdaq panel's decision not to grant
us a further extension to seek to comply with the requirements of NASD Market
Place Rules 4310(c)(4) and 4310(c)(2) and to delist the Company's securities
from the Nasdaq Stock Market effective with the open of business March 14, 2000.
As a result of the delisting, it will likely be more difficult to buy
or sell the Company's common stock or to obtain timely and accurate quotations
to buy or sell. In addition, the delisting could result in a decline in the
trading market for our common stock which could depress stock price, among other
consequences.
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.
NEWSTAR MEDIA INC.
Date: March 16, 2000 By: /s/ Terrence A. Elkes
-----------------------------------
Terrence A. Elkes
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
