0001104659-07-017315.txt : 20070308 0001104659-07-017315.hdr.sgml : 20070308 20070308121322 ACCESSION NUMBER: 0001104659-07-017315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070305 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: 20070308 DATE AS OF CHANGE: 20070308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0000022701 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410957999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31588 FILM NUMBER: 07679956 BUSINESS ADDRESS: STREET 1: 213 S MAIN ST CITY: HECTOR STATE: MN ZIP: 55342 BUSINESS PHONE: 3208486231 MAIL ADDRESS: STREET 1: 213 MAIN STREET STREET 2: P O BOX 777 CITY: HECTOR STATE: MN ZIP: 55342 8-K 1 a07-7478_18k.htm 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): March 5, 2007

COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Minnesota	001-31588		41-0957999
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)


213 South Main Street Hector, MN		55342
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (320) 848-6231

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-2)

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))

Sections 1, 2, 4-7 are not applicable and therefore omitted.

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

See Item 8.01 below for information regarding subsequent developments related to information originally presented in the Company’s Report on Form 8-K for May 25, 2006 under Item 3.01.

ITEM 8.01 OTHER EVENTS

The following information supplements information provided in the Company’s Reports on Form 8-K for May 22, 2007, May 25, 2006, July 7, 2006, October 16, 2006, and January 10, 2007.

As previously reported in press releases and disclosed in Reports on Form 8-K, the Company has not filed its Quarterly Reports on Form 10-Q due for the three month period ended March 31, 2006, the three and six month periods ended June 30, 2006, and for the quarter and nine months ended September 30, 2006 (collectively, the 2006 Form 10-Q Reports) due to, along with other factors, risks and uncertainties arising from a civil investigation of the Company’s JDL Technologies subsidiary initiated by the U.S. Department of Justice (DOJ) and the Company’s continued assessment of uncollected receivables related to work performed for the U.S. Virgin Islands Department of Education (VIDOE). That the 2006 Form 10-Q Reports have not been filed causes the Company to be out of compliance with continued listing standards of the American Stock Exchange (AMEX) and, due to such compliance, the Company’s shares are subject to being de-listed. However, as previously reported and disclosed in Reports on Form 8-K, the Company’s common stock has continued to trade on AMEX under extensions granted by AMEX staff, the most recent of which contemplated that the Company would achieve compliance with AMEX’s listing standards by March 1, 2007. On March 5, 2007, the Company submitted a written request to AMEX requesting additional time in which to file the 2006 Form 10-Q Reports and, upon such filing, thereby achieve compliance with AMEX’s continued listing standards.

On March 6, 2007 the Company issued a press release reporting that it had submitted a written request to AMEX for additional time in which to file the 2006 Form 10-Q Reports and to regain compliance with the AMEX listing standards. A copy of the Press Release issued on March 6, 2007 is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following is filed as an exhibit to this Current Report:

Exhibit No.		Description of Exhibit

99.1		Press Release issued March 6, 2007

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, thereunto duly authorized.

		COMMUNICATIONS SYSTEMS, INC.

		By	/s/ Paul N. Hanson
			Paul N. Hanson
		Its Chief Financial Officer

Dated: March 7, 2007

EX-99.1 2 a07-7478_1ex99d1.htm EX-99.1

EXHIBIT 99.1

PRESS RELEASE ISSUED MARCH 6, 2007

CSI Provides Update Regarding Delayed SEC Filings

HECTOR, Minnesota — March 6, 2007 — Communications Systems, Inc. (CSI or the Company) (Amex: JCS) announced today that it continues to be unable to complete and file with the Securities and Exchange Commission Reports on Form 10-Q for the three month period ended March 31, 2006, the six month period ended June 30, 2006, and the nine month period ended September 30, 2006 (the “Form 10-Q Reports”). The delay in filing the Form 10-Q Reports is due to previously reported risks and uncertainties arising from a civil investigation of the Company’s JDL Technology subsidiary currently being conducted by the U.S. Department of Justice and the Company’s continued assessment of the collectibility of receivables related to work performed for the Virgin Islands Department of Education. Because CSI has not filed the Form 10-Q Reports it continues to be out of compliance with applicable listing standards of the American Stock Exchange (AMEX) and, due to such non-compliance, its shares are subject to being de-listed by AMEX. The Company’s shares continue to trade on AMEX under an extension granted by AMEX staff which contemplated that the Company would achieve compliance with such listing standards by March 1, 2007. Due to its continued inability to file the Form 10-Q Reports, the Company has submitted a request to AMEX staff for a further extension of the date by which the Company would be expected to file the Form 10-Q Reports and thereby regain compliance with the AMEX listing standards. AMEX staff has indicated they will consider the Company’s request, but there is no assurance that the Company’s request for an extension will be granted. The Company will make further announcements as to its efforts to complete and file the Form 10-Q Reports and as to the continued listing of stock on AMEX as developments warrant.

About Communications Systems:

Communications Systems, Inc. provides physical connectivity infrastructure and services for cost-effective broadband solutions and is a leading supplier of voice-grade connecting devices and wiring systems. CSI serves the broadband network market as the world’s leading supplier of media conversion technology, that permits networks to deploy fiber optic technology while retaining the copper-based infrastructure already embedded in the network. In addition, CSI supplies copper wire and fiber optic structured wiring systems for broadband networks, as well as line filters for digital subscriber line service. CSI also provides network design, training and management services.