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 (Date of earliest event reported): June 27, 2011
HELIOS AND MATHESON INFORMATION
TECHNOLOGY INC.
(Exact name of registrant
as specified in its charter)
| Delaware | 0-22945 | 13-3169913 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 200 Park Avenue South, New
York, New York |
10003 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 979-8228
| HELIOS AND MATHESON
NORTH AMERICA INC |
| (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:
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))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD;
TRANSFER OF LISTING.
On June 27, 2011, Helios and Matheson Information Technology Inc. (the “Company”) received a
letter from The NASDAQ Stock Market (“NASDAQ”) regarding compliance with NASDAQ Listing Rule
5550(a)(4) (the “Public Float Rule”) which requires the Company to have a minimum of 500,000
publicly held shares. The Company received communication from NASDAQ that, according to its
calculations, as of June 23, 2011, the date that the Company effected a 1 for 2.5 reverse split of
its common stock, the Company no longer meets the requirements of the Public Float Rule. NASDAQ
indicated that the failure to comply with the Public Float Rule was a basis for delisting the
Company’s securities.
The letter indicated that the Nasdaq Hearings Panel will consider this matter in their
decision regarding the Company’s continued listing on NASDAQ. The Company is required to present
its views with respect to this additional deficiency to the Panel in writing no later than July 5,
2011. If the Company fails to present its views by July 5, 2011, the Panel will make its
determination based on records as presented by the Company at the hearing on February 24, 2011.
The Company intends to provide the requested information by July 5, 2011.
Pursuant to the plan presented by the Company at the hearing that was held on February 24,
2011, Helios and Matheson Information Technology Limited (Helios and Matheson Parent) agreed to
sell its shares of the Company’s common stock to the extent required to comply with the Public
Float Rule.
On June 30, 2011 Helios and Matheson Inc, an affiliate and holder of at least 10% of the
Company’s outstanding common stock (and a wholly owned subsidiary of Helios and Matheson Parent),
sold 10.3% of its shares of the Company’s common stock to an unrelated third party who is not
affiliated with the Company. As of June 30, 2011, after giving effect to the reverse split that
was effected on June 23, 2011, a total of 2,330,438 shares of the Company’s common stock were
outstanding. Of that, 579,399 shares of common stock are held by persons who are not directors,
officers or 5% stockholders.
After giving effect to this sale, the following table sets forth the number of shares of
common stock beneficially owned as of June 30, 2011 by (i) each of the Company’s directors, (ii)
each of the executive officers, and (iii) each person known by the Company to own beneficially more
than 5% of the common stock.
| Number of | ||||||||
| Shares of | ||||||||
| Common Stock | ||||||||
| Beneficially | ||||||||
| Name of Beneficial Owner | Owned | Percentage of Common Stock | ||||||
Helios and Matheson Information Technology Ltd.(1) |
1,713,039 | 73.50 | % | |||||
Srinivasaiyer Jambunathan, Chairman (2) |
100 | * | ||||||
Daniel L. Thomas, Director (3) |
200 | * | ||||||
Kishan Grama Ananthram, Director (4) |
100 | * | ||||||
Divya Ramachandran, President, CEO and Director (5) |
100 | * | ||||||
| (1) | Includes shareholdings of Helios and Matheson Inc, its 100% subsidiary) | |
| (2) | Consists of 100 shares of common stock issuable upon exercise of currently exercisable options. | |
| (3) | Consists of 200 shares of common stock issuable upon exercise of currently exercisable options. | |
| (4) | Consists of 100 shares of common stock issuable upon exercise of currently exercisable options. | |
| (5) | Consists of 100 shares of common stock issuable upon exercise of currently exercisable options. | |
| * | Indicates less than 1% |
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.
| HELIOS AND MATHESON INFORMATION TECHNOLOGY INC |
||||
| By: | /s/ Umesh Ahuja | |||
| Chief Financial Officer | ||||
Date: July 1, 2011