UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: February 28, 2011
(Date of earliest event reported)
HAUPPAUGE DIGITAL INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-13559
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11-3227864
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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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91 Cabot Court, Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 434-1600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On February 28, 2011, Hauppauge Digital Inc. (the “Company”) received a letter (the “Nasdaq Letter”) from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that Nasdaq had approved the Company’s application to list its common stock on The Nasdaq Capital Market. The Nasdaq Letter states that the listing of the Company’s common stock will be transferred to The Nasdaq Capital Market from The Nasdaq Global Market at the opening of business on Thursday, March 3, 2011. The Company’s common stock will continue to trade under the symbol "HAUP."
As disclosed in the Current Report on Form 8-K filed by the Company on January 7, 2011, on January 3, 2011 the Company received a letter (the “January Nasdaq Letter”) from Nasdaq indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Market (as set forth in Nasdaq Listing Rule 5450(b)(1)(A)) because the Company’s stockholders’ equity was below The Nasdaq Global Market minimum stockholders’ equity listing requirement of $10,000,000. The January Nasdaq Letter also indicated that the Company did not meet the continued listing requirements for The Nasdaq Global Market under the alternative standards. Subsequent to its receipt of the January Nasdaq Letter, the Company sent a letter to Nasdaq describing its plan to regain compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Market. The plan was not accepted by Nasdaq. The Company subsequently applied to transfer the listing of its common stock from The Nasdaq Global Market to The Nasdaq Capital Market in order to conform to Nasdaq’s continued listing requirements.
This Current Report on Form 8-K contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Current Report on Form 8-K may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that the Company may make, or projections involving anticipated revenues, earnings or other aspects of the Company’s operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. The Company intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. The Company cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond the Company’s control, that may influence the accuracy of the statements and the projections upon which the statements are based. Any one or more of these uncertainties, risks and other influences could materially affect the Company’s results of operations and whether forward-looking statements made by the Company ultimately prove to be accurate. The Company’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. All cautionary statements made in this Current Report on Form 8-K should be read as being applicable to all related forward-looking statements wherever they appear. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, the mix of products sold and the profit margins thereon, order cancellation or a reduction in orders from customers, the availability and pricing of key raw materials, competitive product offerings and pricing actions, dependence on key members of management, successful integration of acquisitions, economic conditions in the United States and abroad, fluctuation of the value of the Euro versus the U.S. dollar, continued operating losses, the Company’s ability to obtain financing, the Company’s ability to maintain its Nasdaq listing, the Company’s history of operating losses, as well as other risks and uncertainties discussed in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and the Company’s Form 10-Q for the three months ended December 31, 2010. Copies of these filings are available at www.sec.gov.
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.
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Date: March 2, 2011
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By:
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/s/ Gerald Tucciarone | |
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Gerald Tucciarone
Chief Financial Officer
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