8-K 1 y24778e8vk.txt FORM 8-K ================================================================================ 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): August 31, 2006 ATARI, INC. (Exact name of registrant as specified in charter) DELAWARE (State or other jurisdiction of incorporation or organization) Commission File Number: 0-27338 13-3689915 (I.R.S. employer identification no.) 417 FIFTH AVENUE NEW YORK, NEW YORK 10016 (Address of principal executive offices, including zip code) (212) 726-6500 (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 (a) As previously disclosed, on March 3, 2006, Atari, Inc. received a notice from The Nasdaq Stock Market advising that we (i) were not in compliance with Nasdaq Marketplace Rule 4450(a)(5) (the "Rule"), which requires that our Common Stock maintain a $1.00 minimum bid price, and (ii) had 180 calendar days, or until August 30, 2006, to regain compliance with the Rule. On August 31, 2006, we received a Nasdaq Staff Determination stating that we failed to regain compliance with the Rule during the 180 day cure period and therefore, our securities are subject to delisting from the Nasdaq Global Market. Atari intends to request an appeal hearing before the Nasdaq Listing Qualifications Panel and present its plan of compliance in connection with such hearing. The request for an appeal will stay the Staff's Determination and as a result, our securities will remain listed on the Nasdaq Global Market until the Panel issues its decision following the hearing. There can be no assurance that the Panel will grant our request for continued listing. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATARI, INC. By: /s/ Kristina K. Pappa ---------------------------------- Kristina K. Pappa Vice President and General Counsel Date: September 1, 2005 3