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): May 16, 2008

LCC International, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 0-21213
(Commission File Number) 54-1807038
(IRS Employer Identification No.)

7900 West Park Drive, Suite 315-A, McLean, Virginia
(Address of principal executive offices) 22102
(Zip Code)

Registrant’s telephone number, including area code: 703-873-2000

Former name or former address, if changed since last report: Not applicable

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):

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.

     As previously disclosed, LCC International, Inc. (“LCC” or the “Company”) was unable to file its Form 10-Q with the Securities and Exchange Commission (“SEC”) for the period ended March 31, 2008 as required by Marketplace Rule 4310(c)(14).

     As expected, and in accordance with Nasdaq’s rules, on May 16, 2008, LCC received a Nasdaq staff determination letter stating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because it has not timely filed with Nasdaq its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the “Form 10-Q”). As a result of the filing delay, the Company will be included in a list of non-compliant companies maintained by Nasdaq on its website and an indicator will be broadcast over Nasdaq’s data dissemination network noting the non-compliance and will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information during the Company’s period of noncompliance.

     The letter states that trading of the Company’s Class A Common Stock would be suspended on May 28, 2008 and a Form 25-NSE filed with the SEC removing the Company’s securities from listing and registration on The Nasdaq Stock Market unless the Company requests a hearing before a Nasdaq Listing Qualifications Panel no later than 4:00 p.m. Eastern Time on May 23, 2008. LCC will request a hearing for its appeal of the staff determination before the Nasdaq Listing Qualification Panel. The Company’s common stock will remain listed on the Nasdaq Stock Market pending the outcome of the Nasdaq Listing Qualifications Panel’s decision. The Company cannot provide any assurances that the Nasdaq Listing Qualifications Panel will grant its request for continued listing on The Nasdaq Stock Market.

     LCC is currently engaged in preparing the financial statements and disclosures for the March 31, 2008 Form 10-Q and expects to file the report by June 6, 2008.

     A copy of the Company’s press release dated May 16, 2008 is attached hereto as Exhibit 99.1 and is incorporated by reference to this Item 3.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following document is herewith filed as an exhibit to this report:

Exhibit No.	Description
99.1	Press Release, dated May 16, 2008

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.

LCC International, Inc.
By:	/s/ Peter A. Deliso
	Peter A. Deliso
	Senior Vice President, New Ventures, General Counsel & Secretary

Date: May 16, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 16, 2008

EX-99.1

Exhibit 99.1

LCC Contact:
Nancy Feeney
Area Vice President, Marketing Communications
and External Relations
Nancy_feeney@lcc.com
+1.703.873.2077

LCC International Receives Anticipated Notice from Nasdaq due to Delay in Filing Form 10-Q

MCLEAN, VA — May 16, 2008 — LCC International, Inc. (NASDAQ: LCCI) today announced that, as expected, and in accordance with Nasdaq rules regarding the delay in filing a Form 10-Q, it has received the Nasdaq Staff Determination notice that states the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because it has not timely filed with Nasdaq its Quarterly Report on Form 10-Q for the period ended March 31, 2008 (the “Form 10-Q”) and, as a result, LCC’s Class A Common Stock is subject to delisting from the Nasdaq Global Market.

However, the Nasdaq determination notice does not by itself result in delisting if LCC requests a hearing with Nasdaq’s Listing Qualifications Panel (“the Panel”) on or before May 23, 2008. LCC will request a hearing for its appeal of the staff determination before the Panel. The Company’s common stock will remain listed on the Nasdaq Global Market pending the outcome of the Panel’s decision. The Company cannot provide any assurances that the Panel will grant its request for continued listing on The Nasdaq Global Market.

As previously announced, LCC was unable to file its Form 10-Q by the prescribed due date because the Company needs more time to complete the financial statements and disclosures required for the March 31, 2008 Form 10-Q. LCC is currently engaged in preparing the financial statements and disclosures for the March 31, 2008 Form 10-Q and expects to file the report by June 6 2008.

About LCC International, Inc.

LCC International is the recognized leader in providing wireless voice and data turn-key services to the telecommunications industry. The Company’s service offering includes network services, business consulting, tools-based solutions; and training through its world-renowned Wireless Institute. The Company has worked with all major access technologies (including UMTS, EV-DO, HSDPA and WiMAX) and has participated in the success of some of the most sophisticated wireless systems in the world. LCC is unique in its ability to provide comprehensive turnkey services to wireless operators around the

world. The Company brings local knowledge and global capabilities to its customers, offering innovative solutions, insight into cutting-edge developments and delivering solutions that increase business efficiencies. News and additional information are available at www.lcc.com

Cautionary Note regarding forward-looking statements under the Private Securities Litigation Reform Act of 1995:

Information in this release regarding LCC’s expectations, beliefs, and intentions are forward-looking statements that involve risks and uncertainties. These statements include those relating to the timing of the engagement of LCC’s replacement auditors. All forward-looking statements included in this release are based upon information available to LCC as of the date of this release, which may change, and LCC assumes no obligation to update any such forward-looking statement. These statements are not guarantees. Factors that could cause or contribute to differences from such expectations include, but are not limited to risks associated with international operations, challenges and costs arising from integration of new operations and other factors that may affect our business are discussed in LCC’s filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q.

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