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): November 15, 2005

NAVARRE CORPORATION

(Exact name of Registrant as specified in its charter)

Minnesota	000-22982	41-1704319
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7400 49th Avenue North, New Hope, MN 55428

(Address of principal executive offices)

Registrant’s telephone number, including area code: (763) 535-8333

Not Applicable

(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 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.

     On November 15, 2005, Navarre Corporation (the “Company”) received a Staff Determination Letter from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company failed to comply with the filing requirement for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14), and that its common stock is therefore subject to delisting from The Nasdaq National Market. The Company filed its Quarterly Report on Form 10-Q for the period ended September 30, 2005 with the Securities and Exchange Commission on November 14, 2005; however, the filing did not fully satisfy the Nasdaq listing requirement given the lack of an auditors’ review of the Company’s financial statements for the quarterly period in accordance with Statement on Auditing Standards No. 100, and the lack of the requisite certifications under Sections 302 and 906 under the Sarbanes-Oxley Act of 2002. Based on the filing deficiency, as of the open of business on November 17, 2005, a fifth character “E” will be appended to the Company’s trading symbol. Accordingly, the trading symbol for the Company will be changed temporarily from “NAVR” to “NAVRE” until such time as the Company demonstrates its compliance with all applicable Nasdaq Marketplace Rules.

     As previously disclosed in the Form 10-Q for the period ended September 30, 2005, on November 10, 2005, the Company’s management, in consultation with the Company’s Audit Committee of the Board of Directors, determined that its consolidated financial statements for its fiscal year 2003, 2004 and 2005 annual periods will be restated and thus should no longer be relied upon. Accordingly, the Company is in the process of restating its previously-issued consolidated financial statements as of and for the periods ending March 31, 2003, 2004 and 2005 and the unaudited quarterly financial data as of and for the periods ending June 30, 2004 and 2005. These restatements will result in (i) the application of Financial Accounting Standards Board (“FASB”) Interpretation Number 46 (revised December 2003), Consolidation of Variable Interest Entities, (“FIN 46(R)”) to the Company’s investment in Mix & Burn, Inc.; (ii) the Company’s recognition of additional expense in prior periods in the aggregate amount of $388,000 in connection with a separation agreement that was entered into with the Company’s former Chief Financial Officer in April 2004; and (iii) the Company’s recognition of additional expense in prior periods in the aggregate amount of $984,000 in connection with the application of Accounting Principles Board Opinion No. 12 to certain payments that are to be made upon the retirement of the Company’s Chief Executive Officer pursuant to a 2001 Employment Agreement.

     The Company is working diligently to file amended reports that address these restatements. It is anticipated that, concurrent with the filing of these amended reports, the Company’s independent registered public accounting firm, Grant Thornton LLP, will complete the quarterly review required by Rule 10-01(d) of Regulation S-X for the Form 10-Q for the period ended September 30, 2005 and that the Company will then be in a position to file financial information with the SEC in compliance with all applicable Nasdaq Marketplace Rules.

     The Company anticipates that it will be requesting a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination and to request that the Company’s listing be continued while it completes the work necessary to comply with the listing requirements. The request for an appeal will stay the delisting action until the Listing Qualifications Panel renders a decision. There can be no assurance that the Panel will grant the Company’s request for continued listing.

Item 9.01. Financial Statements and Exhibits

     On November 16, 2005, the Company issued two press releases which are attached hereto as Exhibit 99.1 and Exhibit 99.2. The first press release announces that the Company has received the Staff Determination Letter as described above in Item 3.01. The second press release announces that the Company will be hosting a conference call at 11:00 AM ET on November 18, 2005 to discuss its unaudited operating results for the period ended September 30, 2005.

     (c) The following exhibits are filed with this Form 8-K:

Exhibit No.	Description
99.1	Press Release issued by Navarre Corporation, dated November 16, 2005 announcing receipt of a Nasdaq Staff Determination Letter of delisting.
99.2	Press Release issued by Navarre Corporation, dated November 16, 2005 announcing a conference call to discuss the Company’s unaudited operating results for the period ended September 30, 2005.

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.

	NAVARRE CORPORATION
Dated: November 17, 2005	By:	/s/ ERIC H. PAULSON
		Name: Eric H. Paulson Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Navarre Corporation, dated November 16, 2005 announcing receipt of a Nasdaq Staff Determination Letter of delisting.
99.2	Press Release issued by Navarre Corporation, dated November 16, 2005 announcing a conference call to discuss the Company’s unaudited operating results for the period ended September 30, 2005.

EX-99.1

Exhibit 99.1

For Additional Information:
Haug Scharnowski, Vice President Corporate Relations
763-535-8333
hscharnowski@navarre.com

NAVARRE CORPORATION RECEIVES NASDAQ DELISTING NOTIFICATION

MINNEAPOLIS, MN, November 16, 2005 – Navarre Corporation (Nasdaq: NAVR), a publisher and distributor of a broad range of home entertainment and multimedia software products (the “Company”), received a Staff Determination Letter from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company failed to comply with the filing requirement for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14), and that its common stock is therefore subject to delisting from The Nasdaq National Market. The Company filed its Quarterly Report on Form 10-Q for the period ended September 30, 2005 with the Securities and Exchange Commission on November 14, 2005; however, the filing did not fully satisfy the Nasdaq listing requirement given the lack of an auditors’ review of the Company’s financial statements for the quarterly period in accordance with Statement on Auditing Standards No. 100, and the lack of the requisite certifications under Sections 302 and 906 under the Sarbanes-Oxley Act of 2002. Based on the filing deficiency, as of the open of business on November 17, 2005, a fifth character “E” will be appended to the Company’s trading symbol. Accordingly, the trading symbol for the Company will be changed temporarily from “NAVR” to “NAVRE” until such time as the Company demonstrates its compliance with all applicable Nasdaq Marketplace Rules.

As previously announced, the Company will restate previously reported financial results for the fiscal year 2003, 2004 and 2005 annual periods. The preparation of these reports caused a delay in the Company’s ability to file its Quarterly Report on Form 10-Q for its third quarter ended September 30, 2005 with the auditors’ review and with the officer certifications.

The Company plans to file its Form 10-Q for the quarter ended September 30, 2005 when the Company’s independent registered public accounting firm completes its work and Navarre has filed the reports for the restated period.

About Navarre Corporation
Navarre Corporation (NASDAQ: NAVR) is a publisher and distributor of a broad range of home entertainment and multimedia products, including PC software, CD audio, DVD and VHS video, video games and accessories. Since its founding in 1983, the company has established distribution relationships with customers across a wide spectrum of retail channels which includes mass merchants, discount, wholesale club, office and music superstores, military and e-tailers nationwide. The company currently provides its products to over 18,000 retail and distribution center locations throughout the United States and Canada. Navarre has recently expanded its business to include the licensing and publishing of home entertainment and multimedia content, primarily through the acquisitions of Encore Software, Inc., BCI Eclipse Company, LLC, FUNimation Productions, Ltd. and The FUNimation Store, Ltd. For more information, please visit the company’s web site at www.navarre.com.

Safe Harbor

The statements in this press release that are not strictly historical are “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbors created by these sections. The forward-looking statements are subject to risks and uncertainties and the actual results that the Company achieves may differ materially from these forward-looking statements due to such risks and uncertainties, including, but not limited to: potential restatements related to the Company’s review of application of FIN 46(R) to third party entities or relationships the Company’s revenues being derived from a small group of customers; the Company’s dependence on significant vendors; the Company’s dependence upon software developers and manufacturers and popularity of their products; the Company’s ability to maintain and grow its exclusive distribution business through agreements with music labels; the Company’s dependence upon a key employee and its Founder, namely, Eric H. Paulson, Chairman of the Board, President and Chief Executive Officer; the Company’s ability to attract and retain qualified management personnel; uncertain growth in the publishing segment; the acquisition strategy of the Company, including the successful integration of FUNimation, could disrupt other business segments and/or management; the seasonality and variability in the Company’s business and that decreased sales during peak season could adversely affect its results of operations; the Company’s ability to meet its significant working capital requirements related to distributing products; the Company’s ability to avoid excessive inventory return and obsolescence losses; the potential for inventory values to decline; the Company’s credit exposure due to reseller arrangements or negative trends which could cause credit loss; the Company’s ability to adequately and timely adjust cost structure for decreased demand; the Company’s ability to compete effectively in distribution and publishing, which are highly competitive industries; the Company’s dependence on third-party shipping of its product; the Company’s dependence on information systems; technological developments, particularly in the electronic downloading arena which could adversely impact sales, margins and results of operations; increased counterfeiting or piracy which could negatively affect demand for the Company’s products; the Company may not be able to protect its intellectual property; interruption of the Company’s business or catastrophic loss at a facility which could curtail or shutdown its business; the potential for future terrorist activities to disrupt operations or harm assets; significant Company stock volatility; the exercise of outstanding warrants and options adversely affecting stock price; the Company’s anti-takeover provisions, its ability to issue preferred stock and its staggered board may discourage take-over attempts beneficial to shareholders; because the Company does not intend to pay dividends, stock appreciation may yield the only return on an investment in Company stock; and the Company’s directors may not be personally liable for certain actions which may discourage shareholder suits against them. Other than the initial risk stated above, a detailed statement of risks and uncertainties is contained in the Company’s reports to the Securities and Exchange Commission, including in particular the Company’s Form 10-K and Form 10-K/A for the year ended March 31, 2005. Investors and shareholders are urged to read this document carefully.

The Company can offer no assurances that any projections, assumptions or forecasts made or discussed in this release NAVARRE CORPORATION RECEIVES NASDAQ DELISTING NOTIFICATION, dated November 16, 2005, will be met, and investors should understand the risks of investing solely due to such projections. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release.

Investors and shareholders may obtain free copies of the public filings through the website maintained by the SEC at http://www.sec.gov/ or at one of the SEC’s other public reference rooms in Washington D.C., New York, New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information with respect to the SEC’s public reference rooms.

EX-99.2

Exhibit 99.2

For Additional Information:
Haug Scharnowski, VP Corporate Relations
763-535-8333
hscharnowski@navarre.com

NAVARRE CORPORATION ANNOUNCES CONFERENCE CALL TO DISCUSS
SECOND QUARTER FISCAL 2006 OPERATING RESULTS

MINNEAPOLIS, MN – November 16, 2005 – Navarre Corporation (NASDAQ: NAVR) a publisher and distributor of a broad range of home entertainment and multimedia software products, today announced that it has scheduled a conference call to discuss its unaudited operating results for the second quarter fiscal 2006, ended September 30, 2005. The conference call is scheduled for 11:00 a.m. ET, Friday, November 18, 2005. The Company will take analyst questions after prepared remarks. In addition, shareholders can submit email questions before the call to ir@navarre.com. The Company will attempt to address these email questions during the call.

The conference call will be broadcast live over the Internet and can be accessed at http://www.navarre.com. Investors should go to the Web site 15 minutes prior to the start time to register and download any necessary software needed to listen to the call. A replay of the conference call will be available following the call’s completion by accessing http://www.navarre.com where it will be available thereafter for a one-year period.

About Navarre Corporation
Navarre Corporation (NASDAQ: NAVR) is a publisher and distributor of a broad range of home entertainment and multimedia products, including PC software, CD audio, DVD and VHS video, video games and accessories. Since its founding in 1983, the company has established distribution relationships with customers across a wide spectrum of retail channels which includes mass merchants, discount, wholesale club, office and music superstores, military and e-tailers nationwide. The company currently provides its products to over 18,000 retail and distribution center locations throughout the United States and Canada. Navarre has recently expanded its business to include the licensing and publishing of home entertainment and multimedia content, primarily through the acquisitions of Encore Software, Inc., BCI Eclipse Company, LLC, FUNimation Productions, Ltd. and The FUNimation Store, Ltd. For more information, please visit the company’s web site at www.navarre.com.

Safe Harbor

“The statements in this press release that are not strictly historical are “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbors created by these sections. The forward-looking statements are subject to risks and uncertainties and the actual results that the Company achieves may differ materially from these forward-looking statements due to such risks and uncertainties, including, but not limited to: potential restatements related to the Company’s review of application of FIN 46(R) to third party entities or relationships the Company’s revenues being derived from a small group of customers; the Company’s dependence on significant vendors; the Company’s

dependence upon software developers and manufacturers and popularity of their products; the Company’s ability to maintain and grow its exclusive distribution business through agreements with music labels; the Company’s dependence upon a key employee and its Founder, namely, Eric H. Paulson, Chairman of the Board, President and Chief Executive Officer; the Company’s ability to attract and retain qualified management personnel; uncertain growth in the publishing segment; the acquisition strategy of the Company, including the successful integration of FUNimation, could disrupt other business segments and/or management; the seasonality and variability in the Company’s business and that decreased sales during peak season could adversely affect its results of operations; the Company’s ability to meet its significant working capital requirements related to distributing products; the Company’s ability to avoid excessive inventory return and obsolescence losses; the potential for inventory values to decline; the Company’s credit exposure due to reseller arrangements or negative trends which could cause credit loss; the Company’s ability to adequately and timely adjust cost structure for decreased demand; the Company’s ability to compete effectively in distribution and publishing, which are highly competitive industries; the Company’s dependence on third-party shipping of its product; the Company’s dependence on information systems; technological developments, particularly in the electronic downloading arena which could adversely impact sales, margins and results of operations; increased counterfeiting or piracy which could negatively affect demand for the Company’s products; the Company may not be able to protect its intellectual property; interruption of the Company’s business or catastrophic loss at a facility which could curtail or shutdown its business; the potential for future terrorist activities to disrupt operations or harm assets; significant Company stock volatility; the exercise of outstanding warrants and options adversely affecting stock price; the Company’s anti-takeover provisions, its ability to issue preferred stock and its staggered board may discourage take-over attempts beneficial to shareholders; because the Company does not intend to pay dividends, stock appreciation may yield the only return on an investment in Company stock; and the Company’s directors may not be personally liable for certain actions which may discourage shareholder suits against them. Other than the initial risk stated above, a detailed statement of risks and uncertainties is contained in the Company’s reports to the Securities and Exchange Commission, including in particular the Company’s Form 10-K and Form 10-K/A for the year ended March 31, 2005. Investors and shareholders are urged to read this document carefully.

The Company can offer no assurances that any projections, assumptions or forecasts made or discussed in this release NAVARRE CORPORATION ANNOUNCES CONFERENCE CALL TO DISCUSS SECOND QUARTER FISCAL 2006 OPERATING RESULTS, dated November 16, 2005, will be met, and investors should understand the risks of investing solely due to such projections. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release.

Investors and shareholders may obtain free copies of the public filings through the website maintained by the SEC at http://www.sec.gov/ or at one of the SEC’s other public reference rooms in Washington D.C., New York, New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information with respect to the SEC’s public reference rooms.