Futuremedia Plc - Report of Foreign Issuer (6-K)
19 January 2008 - 8:56AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of January 2008
FUTUREMEDIA PUBLIC LIMITED COMPANY
(Translation of registrant's name into English)
Nile House, Nile Street, Brighton BN1 1HW, England
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): |_|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): |_|
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______
This Form 6-K is hereby filed and incorporated by reference in Futuremedia PLC's
Registration Statements on Form F-3 (File No. 333-131314), Form F-3 (File No.
333-128173), Form S-8 (333-128875), Form S-8 (333-128873) and Form S-8
(33-11828).
[LOGO]
futuremedia(TM)
a learning & communications company
FUTUREMEDIA RECEIVES NOTICE OF NON-COMPLIANCE FROM NASDAQ
Brighton, England - January 18, 2008 - Futuremedia plc (NasdaqCM: FMDA), a
leading e-learning provider and design, exhibition and events agency, today
announced that on January 16, 2008 the Company received a notice of
non-compliance from the staff of the Listing Qualifications Department of The
Nasdaq Stock Market LLC. The notice indicated that based upon the Company's
failure to timely file the Annual Report on Form 20-F for the fiscal year ended
June 30, 2007 with the U.S. Securities and Exchange Commission, as required by
Nasdaq Marketplace Rule 4320(e)(12), the Company's common stock is subject to
delisting from The Nasdaq Capital Market unless the Company requests a hearing
before a Nasdaq Listing Qualifications Panel ("the Panel").
The Company plans to timely request a hearing before the Panel, which will stay
any delisting action until the Panel renders a decision subsequent to the
hearing. The Company anticipates that the Panel hearing will be scheduled to
occur within the next 45 days.
About Futuremedia
Futuremedia plc is a global media company providing online learning, design,
exhibition and event services to public and private sector organizations.
Established in 1982 and listed on the Nasdaq in 1993, Futuremedia helps its
clients to communicate their values, product and brand information to employees,
customers and industry, and believes that learning is a key component in the
communication mix. Futuremedia divisions are Futuremedia Learning and Button
Group plc. The Button Group has been providing design, exhibition and event
services in Cannes, France and elsewhere around the world for more than 30
years. For more information, visit www.futuremedia.co.uk.
"Safe Harbor" Statement under Section 21E of the Securities Exchange Act of
1934: This press release contains forward-looking statements related to future
results and speaks only of Futuremedia's expectations as of the date hereof.
Such statements include expectations regarding: the Company's ability to
maintain its listing on the Nasdaq-CM; the expected benefits from new sales,
contracts or products; the expected benefits and success of operations in new
markets; the expected benefits of expanding the sales operations of group
companies into new geographical markets; the expected benefits of acquisitions;
the expected benefits of financing arrangements; and the Company's future
financial condition and performance. Such statements involve known and unknown
risks and uncertainties that may cause actual results to differ materially from
expectations. The risks and uncertainties include: risks associated with the
Company's ability to maintain its listing on the Nasdaq C-M; risks associated
with the Company's ability to develop and successfully market new services and
products (including the risk that such products may not be accepted in the
market), risks relating to operations in new markets (including the risk that
such operations may not deliver anticipated revenue or profits); risks
associated with acquisitions (including the risk that such acquisitions may not
deliver the benefits expected by management and risks associated with
integration of acquisitions generally); risks that financing arrangements could
result in substantial dilution to shareholders because of subscription prices
below the current market value of the Company's ADSs or other factors; risks
relating to the Company's ability to operate profitably in the future; risks
associated with rapid growth; the Company's ability to successfully develop its
business in new geographic markets; the early stage of the e-learning market;
rapid technological change and competition; and other factors detailed in the
Company's filings with the US Securities and Exchange Commission. The Company
expressly disclaims any obligation to release publicly any updates or revisions
to any such statement to reflect any change in expectations or in information on
which any such statement is based. All product names and trademarks mentioned
herein are trademarks of Futuremedia or their respective owners.
Contact Information:
US - Mike Smargiassi/Dianne Pascarella
Brainerd Communicators, Inc.
+1 212-986-6667
ir@futuremedia.co.uk
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, thereunto duly authorized.
FUTUREMEDIA PLC,
an English public limited company
By: /s/ George O'Leary
-----------------------------------------
Name: George O'Leary
Title: Chief Executive Officer
Date: January 18, 2008
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