Unassociated Document

0001144204-08-023887.txt : 20080423 0001144204-08-023887.hdr.sgml : 20080423 20080423172448 ACCESSION NUMBER: 0001144204-08-023887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080418 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZVUE CORP CENTRAL INDEX KEY: 0001309710 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980430675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32985 FILM NUMBER: 08772485 BUSINESS ADDRESS: STREET 1: 612 HOWARD STREET, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-495-6470 MAIL ADDRESS: STREET 1: 612 HOWARD STREET, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: HANDHELD ENTERTAINMENT, INC. DATE OF NAME CHANGE: 20060213 FORMER COMPANY: FORMER CONFORMED NAME: VIKA CORP. DATE OF NAME CHANGE: 20041124 8-K 1 v111518_8k.htm 8-K DATED APRIL 23, 2008 Unassociated Document

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): April 18, 2008

ZVUE Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-32985		98-0430675
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

612 Howard Street, Suite 600 San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 495-6470

(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:

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 DFR 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.

On April 18, 2008, ZVUE Corporation (the “Company”) received a letter (the “Letter”) from The NASDAQ Stock Market (“NASDAQ”) notifying the Company that for the last 30 consecutive days, the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the “Rule”). The Company has been provided with 180 calendar days (until October 15, 2008) to regain compliance. The Letter states that if, at any time before October 15, 2008, the bid price of the Company’s common stock closes at $1.00 per share for a minimum of 10 consecutive business days, then NASDAQ will provide the Company with written notification that it has complied with the Rule.

If compliance with the Rule cannot be demonstrated by October 15, 2008, then NASDAQ will decide whether the Company meets NASDAQ’s listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement. The Letter states that, if the Company meets these criteria, then the Company will be granted an additional 180 calendar day compliance period. If the Company is not granted an additional 180 calendar period, then NASDAQ will provide written notification that the Company’s securities will be delisted.

The Company is currently considering a variety of alternatives in order to bring the bid price of its common stock to above $1.00 per share.

Item 8.01 Other Events.

On April 23, 2008, the Company issued a press release announcing that it received the Letter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated April 23, 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.


	ZVUE Corporation

Date: April 23, 2008	By:	/s/ Jeff Oscodar
		Jeff Oscodar
		Title: President & Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated April 23, 2008

EX-99.1 2 v111518_ex99-1.htm PRESS RELEASE DATED APRIL 23, 2008 Unassociated Document

ZVUE Receives Delisting Warning Letter from NASDAQ

SAN FRANCISCO, Calif., April 23 -- ZVUE Corporation (NASDAQ: ZVUE), a global digital entertainment company, today announced that it had received notice on April 18, 2008 from the NASDAQ Stock Market ("NASDAQ") that for the previous 30 consecutive trading days, the Company's common stock closed below the minimum $1.00 bid price per share required by Marketplace Rule 4310(c)(4).

In accordance with Marketplace Rule 4310(c)(8)(D), the Company has 180 calendar days, or until October 15, 2008, to regain compliance. If, at any time before October 15, 2008, the bid price for the Company's common stock closes at $1.00 or more for the minimum 10 consecutive business days required, the NASDAQ staff will provide written notification to the Company that it complies with Marketplace Rule 4310(c)(4), and whether additional requirements to evidence long term compliance need to be demonstrated. If compliance with the rule cannot be demonstrated by October 15, 2008, NASDAQ staff will determine whether the Company meets The Nasdaq Capital Market initial listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement, and if so, will provide the Company with an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, the NASDAQ staff will provide written notification that the Company's securities will be delisted. At that time, the Company can appeal the staff's determination to a Listings Qualification Panel.

About ZVUE Corporation

ZVUE Corporation (NASDAQ: ZVUE) is a global digital entertainment company. Its ZVUE Network (comprised of eBaumsWorld.com, Putfile.com, Holylemon.com, UnOriginal.co.uk, YourDailyMedia.com, Dorks.com, FunMansion.com and ZVUE.com) is consistently among the top-five companies providing user-generated video online and ranked in the top 50 online entertainment companies overall by comScore. ZVUE™ personal media players are mass-market priced and currently available for purchase online and in Wal-Mart stores throughout the U.S. For more information, visit www.zvue.com.

ZVUE, HandHeld Entertainment, eBaum’s World, ZVUE Networks, eBaumsWorld.com, Putfile.com, Holylemon.com, UnOriginal.co.uk, YourDailyMedia.com, Dorks.com, FunMansion.com, ZVUE.com and ZVUE are trademarks of ZVUE Corporation. All other trademarks are property of their respective owners.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors including the ability of the company to successfully commercialize its new technologies as well as risk factors set forth from time to time in ZVUE Corporation’s filings with the United States Securities and Exchange Commission, including Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K and other reports filed by the company with the SEC. The company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. As a result, investors should not place undue reliance on these forward-looking statements.

ZVUE MEDIA AND INVESTOR CONTACT:

Scott Wilson, 415-785-7945, ir@zvue.com