form8k.htm
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:  August 8, 2008
(Date of earliest event reported)


ORTHOLOGIC CORP. 
(Exact name of registrant as specified in its charter)

Delaware
  
000-21214
  
86-0585310
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
 
1275 West Washington Street, Tempe, Arizona
  
85281
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:
 
(602) 286-5520
 
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 (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Section 3 – Securities and Trading Markets

Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
 
On August 8, 2008, OrthoLogic Corp. (“the Company”) received a letter from The Nasdaq Stock Market notifying it that for the 30 consecutive business days preceding the date of the letter, the bid price of the Company’s common stock had closed below the $1.00 per share minimum bid price required for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 4450(a)(5).  This notification has no effect on the listing of the Company’s common stock at this time.
 
In accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company has 180 calendar days from the date of the Nasdaq letter, or until February 4, 2009, to regain compliance with the minimum bid price rule.  To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days.  Nasdaq may, in its discretion, require the Company to maintain a bid price of at least $1.00 per share for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.  If compliance is not regained, Nasdaq will notify the Company of its determination to delist the Company’s common stock, which decision may be appealed to a Nasdaq Listing Qualification Panel.
 
The Company may alternatively apply to transfer its common stock to The Nasdaq Capital Market if it satisfies all of the requirements of Nasdaq Marketplace Rule 4310(c), other than the minimum bid price, for initial inclusion on this market.  If the Company elects to apply for such a transfer and if such application is approved, the Company will be afforded the remainder of a second 180 calendar day period to regain compliance with the minimum bid price rule while listed on The Nasdaq Capital Market.
 
The Company intends to take actions required to regain compliance, which may include requesting shareholder approval for a reverse stock split.
 
A copy of the press release issued by the Company with respect to this matter is attached hereto as Exhibit 99.1.
 
 
 
 
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01
Financial Statements and Exhibits.
 
(d) 
Exhibits
 
 
Exhibit No.
Description
 
Press release dated August 11, 2008.
 
 
 
 

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.
 
 
Dated:  August 11, 2008     ORTHOLOGIC CORP.
   
   
  /s/ John M. Holliman, III  
  John M. Holliman
  Executive Chairman