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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): December 19, 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 had received notice from the American Stock Exchange (the
"AMEX") that the Company no longer complies with the AMEX's continued listing
standards as set forth in Section 1003 (a) (ii) of the AMEX Company Guide
(the "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.
The Company subsequently appealed this determination and on December
14, 2005 participated in a formal hearing before an appointed Listing
Qualifications Panel (the "Panel"). On December 19, 2005, the Company
received written notice from the AMEX that the Panel had affirmed the earlier
determination to delist the common stock of the Company. The notice cited
that the Company was as of November 7, 2005, and continues to be, not in
compliance with (1) Section 1003(a)(i) of the Company Guide as its
stockholders' equity was less than $2 million and it had sustained losses
from continuing operations and/or net losses in two of its three most recent
fiscal years; and (2) Section 1003(a)(ii) of the Company Guide as its
stockholders' equity was less than $4 million and it had sustained losses
from continuing operations and/or net losses in three of its four most recent
fiscal years.
According to the AMEX notice, the Company may request that the full
Committee on Securities (the "Committee") review the decision of the Panel.
The request for review must be made in writing and received by the AMEX
within 15 calendar days from December 19, 2005. A request for review by the
Committee, however, will not operate as a stay of the Panel's decision, and
accordingly the AMEX can, in its discretion, suspend trading in the Company's
common stock as soon as practicable in accordance with Section 1204(d) of the
Company Guide and file an application with the Securities and Exchange
Commission to strike the Company's common stock from listing and registration
on the Exchange when and if authorized in accordance with the Company Guide.
The Company does not currently intend to request a further appeal
before the Committee, and it intends to seek quotation of its securities on
the OTC Bulletin Board (the "OTCBB"). The Company has reached an agreement
with a brokerage firm to represent the Company as a Market Maker, and an
application has been filed with the NASD to list the Company's common stock
on the OTCBB. The Company expects to be listed by December 30, 2005. The
AMEX has indicated to the Company that it will work with the Company to
provide an orderly transition to the OTCBB.
On December 23, 2005 the Company issued a press release to announce
this event. A copy of the press release is attached as Exhibit 99.1.
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ITEM 9. 01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press release issued by Farmstead Telephone Group, Inc. dated
December 23, 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: December 23, 2005
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