- Current report filing (8-K)
November 23 2012 - 9:00AM
Edgar (US Regulatory)
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
November
20, 2012
Date
of Report (Date of earliest event reported)
iPARTY
CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-15611
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76-0547750
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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270 Bridge Street, Suite 301, Dedham, Massachusetts
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02026
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(Address
of principal executive offices)
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(Zip
Code)
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(781) 329-3952
(
Registrant’s
telephone number, including area code)
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):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
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))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On November 20, 2012, iParty Corp., a Delaware corporation (“
iParty
”),
received a letter from NYSE MKT (the “
Exchange
”)
indicating that iParty is not in compliance with Section 1003(f)(v) (“
low
selling price
”) of the NYSE MKT Company Guide (the “
Company
Guide
”) due to its low selling price for a substantial period of
time. Therefore, pursuant to Section 1003(f)(v) of the Company Guide,
iParty’s continued listing is predicated on it effecting a reverse stock
split of its common stock within a reasonable period of time, which the
Exchange has determined to be no later than May 20, 2013. If iParty
does not effect a reverse stock split prior to such time, it could
become subject to delisting procedures.
As previously disclosed on November 7, 2012, iParty has formed a special
committee and retained Raymond James & Associates, Inc. to assist it in
exploring a broad range of financial and strategic alternatives to
enhance shareholder value. Additionally, at iParty’s 2012 Annual
Meeting, the stockholders approved an amendment to iParty’s Restated
Certificate of Incorporation to effect a reverse stock split, pursuant
to which the existing shares of iParty’s common stock would be combined
into new shares of iParty common stock at an exchange ratio ranging
between one-for-five and one-for-twenty, with the exchange ratio to be
determined by the Board of Directors (the “
Reverse Stock Split
”). With
the approval of the Reverse Stock Split, the Board has the authority but
not the obligation to effect the Reverse Stock Split at any time prior
to the date of the 2013 Annual Meeting.
At this time, no decision has been made to engage in a financing or
strategic transaction and the Special Committee has not set a definitive
time table for this review process. Given the ongoing review
process, the Board has made no determination to effect the Reverse
Stock Split.
On November 23, 2012, the Company issued a press release announcing its
receipt of the NYSE MKT compliance notice. The press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated November 23, 2012
SIGNATURE
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.
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iPARTY CORP.
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By:
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/s/ SAL PERISANO
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Sal Perisano
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Chairman of the Board and
Chief Executive Officer
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Dated:
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November 23, 2012
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Exhibit Index
Exhibit No.
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Description
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99.1
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Press release dated November 23, 2012
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