-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EuXRQakZfSN+THDofldjdRVNzIVFnkq/vzOjTc/fQuKn6OINKk88v4uJE7YQLQJd QTCD2QOBhSrR1UqpAbekiw== 0000950133-01-501818.txt : 20010710 0000950133-01-501818.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950133-01-501818 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDEO NETWORK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944310 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 541707962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22235 FILM NUMBER: 1676473 BUSINESS ADDRESS: STREET 1: 50 INTERNATIONAL DRIVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 BUSINESS PHONE: 6033346700 MAIL ADDRESS: STREET 1: 50 INTERNATIONAL DRIVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 FORMER COMPANY: FORMER CONFORMED NAME: OBJECTIVE COMMUNICATIONS INC DATE OF NAME CHANGE: 19970122 8-K 1 w51300e8-k.txt FORM 8-K 1 ================================================================================ 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 July 2, 2001 ------------------ (DATE OF EARLIEST EVENT REPORTED) Video Network Communications, Inc. ----------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 000-22235 52-1707962 ------------ ------------- -------------- (STATE OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER) 50 International Drive, Portsmouth, New Hampshire 03801 ---------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (603) 334-6700 ---------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ---------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. On July 9, 2001, Video Network Communications, Inc. (the "Company") announced that the Company received a Nasdaq Staff Determination on July 2, 2001, indicating that the Company fails to comply with the net tangible assets requirement for continued listing under Marketplace Rule 4310(c)(2)(B), and that the Company's securities are, therefore, subject to delisting from The Nasdaq SmallCap Market. The Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff's determination. The Company's securities will continue to trade on The Nasdaq SmallCap Market pending the Panel's decision. According to Nasdaq procedures, the hearing date will be set, to the extent practicable, within 45 days of the request. There can be no assurance that the Panel will grant the Company's request for continued listing. A copy of the press release with respect to this announcement is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit 99.1 Press Release dated July 9, 2001 announcing receipt of a Nasdaq Staff Determination that the Company's securities are subject to delisting from The Nasdaq SmallCap Market. 3 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. VIDEO NETWORK COMMUNICATIONS, INC. Date: July 9, 2001 By: /s/ Robert H. Emery -------------------------------- Robert H. Emery Chief Financial Officer, Vice President of Administration and Secretary 4 Exhibit Index Exhibit 99.1 Press Release dated July 9, 2001 announcing receipt of a Nasdaq Staff Determination that the Company's securities are subject to delisting from The Nasdaq SmallCap Market. EX-99.1 2 w51300ex99-1.txt PRESS RELEASE DATED JULY 9, 2001 1 EXHIBIT 99.1 NEWS RELEASE [VNCI LOGO] FOR IMMEDIATE RELEASE Contact: Robert Emery, Chief Financial Officer Video Network Communications, Inc. (603) 334-6741 William A. Walkowiak, CFA Lippert/Heilshorn & Associates, Inc. (212) 838-3777 VIDEO NETWORK COMMUNICATIONS, INC. TO APPEAL NASDAQ LISTING DETERMINATION Portsmouth, NH (July 9, 2001) --Video Network Communications, Inc. (Nasdaq: VNCI and VNCIW), a provider of real-time video network communications solutions, today announced that the Company received a Nasdaq Staff Determination on July 2, 2001 indicating that the Company fails to comply with the net tangible assets requirement for continued listing under Marketplace Rule 4310(c)(2)(B), and that its securities are, therefore, subject to delisting from The Nasdaq SmallCap Market. The Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff's determination. The Company's securities will continue to trade on The Nasdaq SmallCap Market pending the Panel's decision. There can be no assurance the Panel will grant the Company's request for continued listing. "We remain confident in a bright future for VNCI," said Carl Muscari, Chairman and CEO. "In our appeal, we expect to establish that the financial results of the Company's operations through the first six months of 2001 are consistent with meeting or exceeding minimum listing requirements for VNCI to remain on The Nasdaq SmallCap Market. We will also detail at that time a concrete operating plan that should sustain this momentum and thereby assure our continued compliance for the foreseeable future." ABOUT VIDEO NETWORK COMMUNICATIONS, INC. Video Network Communications designs, develops, and markets video distribution systems that provide full-motion, high-resolution video networking, enabling video broadcast distribution, retrieval of stored video-on-demand and interpersonal video communications. VNCI's patented technology allows the VNCI Video System to use the active telephone wiring to bring TV-quality video anywhere there is a phone jack. The Company's ISDN/IP and Universal (ATM) Gateway solutions extend the system's reach from enterprise 2 desktops out to the wide-area-networks (WANs). The Company's common stock and warrants are listed on The Nasdaq SmallCap Market under the symbols "VNCI" and "VNCIW" respectively. VNCI can be found at www.vnci.net. Except for the historical information herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Actual results and future events may vary significantly based on a number of factors, including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product demand, the impact of competitive products and pricing, changing economic conditions and other risk factors detailed in the Company's most recent filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----