U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 7, 2003
(February 28, 2003)
EPICEDGE, INC.
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(Exact Name of Registrant as Specified in Charter)
TEXAS
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(State or Other Jurisdiction of
Incorporation or Organization)
001-15493 75-1657943
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(Commission File Number) (I.R.S. Employer Identification No.)
5508 HIGHWAY TWO NINETY WEST, SUITE 300, AUSTIN, TEXAS 78735
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(Address of principal executive offices including zip code)
(512) 261-3346
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
See the press release, dated March 7, 2003, announcing EpicEdge,
Inc.'s consent to the delisting of its common stock from the American Stock
Exchange filed as an Exhibit hereto.
Revised Risk Factors
OUR COMMON STOCK WAS RECENTLY DELISTED FROM THE AMERICAN STOCK EXCHANGE,
("AMEX"). HAVING BEEN DELISTED, THERE MAY BE NO MARKET FOR OUR COMMON STOCK, THE
VALUE OF OUR COMMON STOCK COULD POTENTIALLY DECLINE TO ZERO AND YOU COULD LOSE
YOUR INVESTMENT.
As a result of our delay in filing Form 10-KSB for 2000 and the
first and second quarter 10-Q of 2001, AMEX suspended the trading of our stock
on the AMEX. Upon review of these items once they were filed, they reinstated
trading in our stock. On May 28, 2002, we received notice from the AMEX
indicating that we were not in compliance with certain of the AMEX's continued
listing standards. Specifically, our shareholders' equity fell below $2 million
and we incurred losses from continuing operations and/or net losses in the two
of our three most recent fiscal years, as set forth in Section 1003(a)(i) of the
AMEX Company Guide. We were afforded an opportunity to submit a plan of
compliance to the AMEX and on June 26, 2002 we presented our plan to the AMEX.
On July 30, 2002 the AMEX notified us that it accepted our plan of compliance
and granted us an extension of time to regain compliance with the continued
listing standards until March 31, 2003. The AMEX also notified us that we would
be subject to periodic reviews by the AMEX during the extension period and that
failure to make progress consistent with the plan or to regain compliance with
the continued listing standards by the end of the extension period would result
in our being delisted from the AMEX.
During February 2003, the AMEX requested a report on our compliance
with the plan submitted in June 2002. Based upon this report, in a letter dated
February 28, 2003, the AMEX informed us that it would commence the formal steps
required to delist our common stock from trading on the AMEX. Because we could
not reasonably expect to comply with the AMEX requirement regarding net worth
and because any appeal would be costly to us, we informed the AMEX that we would
not appeal the decision to delist our common stock.
The AMEX has advised us that after the appeals deadline of March 7,
2003 has passed, AMEX will suspend trading in our stock and will submit an
application to the SEC to strike the Company's common stock from listing and
registration on the AMEX. When this happens, the public trading market for our
common stock will stop and the value of our common stock will likely be
adversely affected and could decline to zero. Although there can be no
assurances, following the delisting of our common stock from the AMEX, our
common stock may eventually be quoted on the OTC Bulletin Board or the Pink
Sheets. Historically, those markets have been less developed markets providing
lower trading volume than the national securities exchanges and Nasdaq.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(B) Exhibits
Exhibit 99.1 Press Release
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.
EPICEDGE, INC.
By: /s/ Robert A. Jensen
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Robert A. Jensen
COO/CFO
DATE: March 7, 2003
EXHIBITS
EXHIBIT NO. PAGE
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Exhibit 99.1 Press Release