UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
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): November 8, 2005
FARMSTEAD TELEPHONE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15938 06-1205743
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
22 Prestige Park Circle, East Hartford, CT 06108-3728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 610-6000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On November 14, 2005, Farmstead Telephone Group, Inc. (the "Company")
announced that it has received notice from the American Stock Exchange
("AMEX") that the Company no longer complies with the AMEX's continued
listing standards due to its failure to maintain stockholders' equity of at
least $4 million, as set forth in Section 1003 (a) (ii) of the AMEX Company
Guide, and that its securities are, therefore, subject to being delisted from
the AMEX. The Company was previously granted an eighteen month period to
regain compliance with this standard, and such compliance period ended as of
November 7, 2005.
According to the AMEX notice, the Company must appeal by November 16,
2005, or the AMEX staff determination will become final. AMEX staff will
suspend trading in the Company's securities and submit an application to the
SEC to strike the Company's common stock from listing and registration on the
AMEX in accordance with the Securities Exchange Act of 1934, as amended, and
the rules promulgated thereunder. The Company plans to appeal this
determination by the AMEX staff and to request a hearing before an AMEX panel
(the "Panel"). The time and place of such a hearing will be determined by the
Panel. There can be no assurance that the Panel would grant the relief sought
by the Company. If the Panel does not grant the relief sought by the Company,
its securities would be de-listed from the AMEX. In that event, the Company
would seek quotation of its securities on the OTC Bulletin Board.
The foregoing determination by the AMEX staff was made subsequent to
the Company's update and submission of the Company's plan for upcoming
private offerings of its securities to investors to regain compliance with
the AMEX continued listing requirements for which the Company had requested a
ninety (90) day extension from November 7, 2005. Such update and submission
to AMEX included the Notice of the Special Meeting of the Stockholders and
Proxy Statement to approve such transactions which have been filed with the
SEC as Schedule 14A on November 2, 2005, an engagement agreement dated
October 31, 2005 with a leading New York-based investment banking firm, which
has agreed to be the lead placement agent for an immediate private offering
of securities on a "best efforts" basis and to be the managing underwriter
for a possible secondary public offering of common stock on a "firm-
commitment" basis planned for sometime in 2006, and a detailed timetable to
consummate the private offerings and regain compliance.
The Company fully intends to pursue stockholders approval and complete
the transactions contemplated in the filed Schedule 14A. The Company
believes that the completion of the private offerings described in the
Schedule 14A will put the Company back in compliance with the AMEX continued
listing requirement for stockholders' equity. If the Company is able to
regain compliance anytime between now and the hearing with AMEX staff, the
de-listing process would be withdrawn. The contemplated private and secondary
public offerings are also intended to raise additional capital for the
Company to use in the continuing buildout of its One IP Voice, Inc. IP
telephony business.
The Company disclosed its previous AMEX notice and circumstances
relating to its current listing deficiency in its previous filings with the
SEC starting with its Current Report on Form 8-K filed with the SEC on July
23,
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2004 and last disclosed in the Proxy Statement on Schedule 14A filed with
the SEC on November 2, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(D) Exhibits
99.1 Press release dated November 14, 2005.
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.
FARMSTEAD TELEPHONE GROUP, INC.
By: /s/ ROBERT G. LAVIGNE
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Robert G. LaVigne
Executive Vice President &
Chief Financial Officer
Date: November 14, 2005
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