0001181431-13-034882.txt : 20130614 0001181431-13-034882.hdr.sgml : 20130614 20130614080610 ACCESSION NUMBER: 0001181431-13-034882 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130611 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130614 DATE AS OF CHANGE: 20130614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDENTIVE GROUP, INC. CENTRAL INDEX KEY: 0001036044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770444317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29440 FILM NUMBER: 13912844 BUSINESS ADDRESS: STREET 1: 1900 CARNEGIE AVENUE STREET 2: BUILDING B CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 949-250-8888 MAIL ADDRESS: STREET 1: 1900 CARNEGIE AVENUE STREET 2: BUILDING B CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: SCM MICROSYSTEMS INC DATE OF NAME CHANGE: 19970319 8-K 1 rrd383180.htm 8-K RE NASDAQ NOTIFICATION LETTER Prepared By R.R. Donnelley Financial -- 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):  06/11/2013
 
Identive Group, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-29440
 
Delaware
  
77-0444317
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1900-B Carnegie Avenue
Santa Ana, CA 92705
(Address of principal executive offices, including zip code)
 
949-250-8888
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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
 
On June 11, 2013, Identive Group, Inc. (the "Company"), received a deficiency letter (the "Notification Letter") from The NASDAQ Stock Market ("NASDAQ") notifying the Company that it no longer meets NASDAQ's requirements for continued listing on the NASDAQ Global Market under NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule") because the minimum bid price of the Company's common stock has not equaled or exceeded $1.00 at least once over a period of 30 consecutive trading days. The Notification Letter does not impact the Company's listing on the NASDAQ Global Market at this time and the Company's common stock will continue to trade on the NASDAQ Global Market under the symbol "INVE."

NASDAQ explained in the Notification Letter that under NASDAQ Listing Rule 5810(c)(3)(A), the Company will be afforded 180 calendar days, or until December 9, 2013, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for at least 10 consecutive business days. If the Company does not regain compliance by December 9, 2013, NASDAQ will provide written notification to the Company that the Company's common stock will be subject to delisting from the NASDAQ Global Market. The Company may, however, be eligible for an additional grace period of 180 calendar days if it transfers its shares to the NASDAQ Capital Market and satisfies the continued listing requirement for market value of publicly held shares and all other initial listing standards (with the exception of the Bid Price Rule) for listing on the NASDAQ Global Market, and submits a timely notification to NASDAQ of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split of the shares of its Common Stock, if necessary. The Company may also appeal NASDAQ's delisting determination to a NASDAQ Hearings Panel.

The Company intends to actively monitor the bid price of its common stock and will consider available options to resolve the deficiency and regain compliance with the NASDAQ requirements. However, there can be no assurance that the Company will be able to regain compliance with NASDAQ's continued listing requirements.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits.

Exhibit No.       Description

99.1             Press release dated June 14, 2013.
 

 

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.
 
           
Identive Group, Inc.
 
 
Date: June 14, 2013
     
By:
 
/s/    David Wear
               
David Wear
               
Chief Financial Officer and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release dated June 14, 2013
EX-99 2 rrd383180_39660.htm PRESS RELEASE DATED JUNE 14, 2013 DC13366.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

Identive Receives NASDAQ Notification Relating to Minimum Bid Requirement

SANTA ANA, Calif. and ISMANING, Germany, June 14, 2013 – Identive Group, Inc. (NASDAQ: INVE) (Frankfurt: INV), a provider of products and services for the identification, security and RFID industries, announced it received on June 11, 2013 notice from The NASDAQ Stock Market that the bid price of its common stock has closed below $1.00 for the last 30 consecutive business days and, therefore, is not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Global Market. The notification letter has no immediate effect on the listing of the company's shares on The NASDAQ Global Market. Under NASDAQ rules, the company has a period of 180 calendar days to regain compliance.

“Identive has made significant investments to build and leverage a foundation of security and contactless communication technologies that enable us to address a broad range of secure identification markets,” stated Ayman S. Ashour, chairman and chief executive officer of Identive. “Recent important wins in emerging, high-growth markets such as near field communication (NFC), cashless payment and SaaS / cloud-based identity management reflect the growing momentum of our strategy. Also, in the last few months, we successfully secured additional financing to support our working capital growth. We remain focused on improving our market reach and operational performance and on creating long-term shareholder value as we work to regain NASDAQ listing compliance.”

To regain compliance with the minimum bid price requirement, the bid price of Identive common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days during the 180-day grace period.

About Identive

Identive Group, Inc. (NASDAQ: INVE; Frankfurt: INV) is focused on building the world’s signature company in Secure ID. The company’s products, software, systems and services address the markets for identity management, physical and logical access control, cashless payment, NFC solutions and a host of RFID-enabled applications for customers in the government, enterprise, consumer, education and healthcare sectors. Identive’s mission is to build a lasting business of scale and technology based on a combination of strong

technology-driven organic growth and disciplined acquisitive expansion. The company delivers up-to-date information on its activity as well as industry trends through its industry-leading social media initiatives and educational resource, AskIdentive.com. For additional information, please visit www.identive-group.com or follow on Twitter at @IdentiveGroup.

Note: Identive and the Identive logo are trademarks of Identive Group, Inc, registered in many jurisdictions worldwide. All other company, product or service names may be trademarks or registered trademarks of others and are the property of their respective owners.

     ### Note Regarding Forward Looking Information:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipates,” “believes,” “plans,” “will,” “intends,” “expects,” and similar references to the future and include statements regarding our expectation of regaining compliance with the minimum bid requirement for continued listing on The NASDAQ Global Market, the growing momentum of our strategy, and improving performance and creating long-term shareholder value. Forward-looking statements are not a guarantee of future performance and are subject to a number of risks and uncertainties, many of which are outside our control, that could cause our actual results to differ. Factors that could cause actual results to differ materially from those in the forward-looking statements include our ability to grow our company based on a strategy of providing products, systems and services for the secure identification market; our ability to successfully develop and commercialize new products and solutions that satisfy the evolving and increasingly complex requirements of customers; whether the markets in which we participate or target may grow, converge or standardize at anticipated rates or at all, including the markets that we are targeting; our ability to successfully compete in the markets in which we participate or target; our ability to meet our sales forecasts; our ability to meet financial covenants of our loan agreement; our ability to meet growing demand for our products; and general global political and economic factors which are beyond our control but may unduly impact our markets and our business. For a discussion of further risks and uncertainties related to our business, please refer to our public company reports, including our Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent reports filed with the U.S. Securities and Exchange Commission. All forward-looking statements are Page 2 of 3

based on information available to us on the date hereof, and we assume no obligation to update such statements.

Contacts:

Darby Dye, +1 949 553-4251, ddye@identive-group.com

Lennart Streibel, +49 89 9595-5195, lstreibel@identive-group.com

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