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 16, 2008
FOCUS
ENHANCEMENTS, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-11860
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04-3144936
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(State
or other
jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
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1370 Dell Ave.,
Campbell, CA
95008
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(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (408) 866-8300
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))
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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 June
16, 2008, the Company received a letter from The Nasdaq Stock Market notifying
the Company that it fails to comply with the market value of public listed
securities requirement for continued listing set forth in Marketplace Rule
4310(c)(3)(B). Such rule requires that the Company’s market value not be below
$35,000,000 for ten consecutive trading days. According to Nasdaq, as of June
13, 2008, the Company's listed securities market value was $30,214,960. The
Company has until July 16, 2008, to regain compliance with the rule for a
minimum of ten consecutive business days. If the Company is unable to
comply by such date, the Nasdaq staff will notify the Company in writing that
the Company's securities will be de-listed. The Company may appeal the Nasdaq
Staff’s determination at that time.
The June
16, 2008 letter also advised the Company that it had failed to comply with
Marketplace Rule 4310(c)(3)(A) or 4310(c)(3)(C) which require minimum
stockholders’ equity of $2,500,00 or net income from continuing operations of
$500,000 in the most recently completed fiscal year (ending December 31, 2007)
or in two of the Company's three most recently completed fiscal
years.
At the
present time, the Company intends to pursue all actions its Board of Directors
deems reasonably necessary to maintain its Nasdaq listing, including an
appeal.
A copy of
the press release announcing such notice is included as Exhibit 99.1
hereto.
Item
9.01. Financial
Statements and Exhibits
|
99.1
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Press
release “Focus Enhancements Receives Nasdaq Non-Compliance
Letter”
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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.
FOCUS
ENHANCEMENTS, INC.
Date: June
20,
2008 By:
/s/ Gary
Williams
Name: Gary
Williams
Title: Exec.
VP of Finance and CFO
