-----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, IIsaN/Lg2Id4ZXD+FfEZ1hN7P154zp/Rf4wcfkkdQ5PkG2DaIsU8IWbD9+XKkdnd +Uyvhhi4DHfeisxC+ppDFw== 0000950134-03-013846.txt : 20031023 0000950134-03-013846.hdr.sgml : 20031023 20031023111102 ACCESSION NUMBER: 0000950134-03-013846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031008 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINORPLANET SYSTEMS USA INC CENTRAL INDEX KEY: 0000944400 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 510352879 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26140 FILM NUMBER: 03953344 BUSINESS ADDRESS: STREET 1: 1155 KAS DRIVE STREET 2: STE 710 CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 9727322500 MAIL ADDRESS: STREET 1: 16479 DALLAS PARKWAY STREET 2: STE 710 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: MINORPLANET SYSTEMS USA DATE OF NAME CHANGE: 20020729 FORMER COMPANY: FORMER CONFORMED NAME: AT TRACK COMMUNICATIONS INC DATE OF NAME CHANGE: 20000425 FORMER COMPANY: FORMER CONFORMED NAME: HIGHWAYMASTER COMMUNICATIONS INC DATE OF NAME CHANGE: 19950424 8-K 1 d09832e8vk.txt FORM 8-K 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): October 8, 2003 MINORPLANET SYSTEMS USA, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-26140 51-0352879 - ------------------------------- ---------------- ---------------------- (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation or Organization) Number) Identification Number) 1155 Kas Drive, Suite 100, Richardson, Texas 75081 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 301-2000 (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On October 8, 2003, Minorplanet Systems USA, Inc. (the "Company") received notice from the Nasdaq Staff stating that the Company is not in compliance with Marketplace Rule 4310(c)(4), which requires the closing bid price of the Company's common stock to be at least $1.00 per share. As Nasdaq had previously granted two 180-day extensions, the Company was given 90 additional calendar days, or until January 6, 2004, to demonstrate 10 consecutive trading days whereby the minimum bid price for the Company's common stock closes at $1.00 per share or more. As per the notice, if the Company fails to demonstrate compliance with this minimum bid price requirement for 10 consecutive trading days on or before January 6, 2004, the Nasdaq Staff will issue a written notification to the Company delisting the Company's common stock from the Nasdaq SmallCap Market. At such time, the Company may appeal the Nasdaq Staff's determination with the Nasdaq Listing Qualifications Panel, which stays the effectiveness of the delisting pending a hearing before the Nasdaq Listing Qualifications Panel. There can be no assurance that the Nasdaq Listing Qualifications Panel will reverse the Staff's decision to delist the Company's securities. The Company intends to effect a reverse stock split which it anticipates will bring the Company into compliance with the minimum bid closing price requirement. There can be no assurance that the Company will be able to effect such reverse stock split, or that if such reverse stock split is effected, that the closing bid price for our common stock will remain at least $1.00 for 10 consecutive trading days. A copy of the press release, dated October 14, 2003, announcing the Nasdaq delisting warning letter, is attached hereto as Exhibit 99.1. The delisting warning letter from Nasdaq, dated October 8, 2003, is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed with this document:
EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------------------ 99.1 Press Release, dated October 14, 2003, announcing the Nasdaq delisting warning letter. 99.2 Delisting warning letter from Nasdaq to the Company, dated October 8, 2003.
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. MINORPLANET SYSTEMS USA, Inc. /s/ J. Raymond Bilbao --------------------------------------- J. Raymond Bilbao Senior Vice President, General Counsel & Secretary Date: October 22, 2003
EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------------------ 99.1 Press Release, dated October 14, 2003, announcing the Nasdaq delisting warning letter. 99.2 Delisting warning letter from Nasdaq to the Company, dated October 8, 2003.
EX-99.1 3 d09832exv99w1.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE - -------------------------------------------------------------------------------- PRESS RELEASE Source: Minorplanet Systems USA, Inc. MINORPLANET SYSTEMS USA, INC. ANNOUNCES RECEIPT OF NASDAQ LISTING NOTICE REQUIRING $1.00 MINIMUM BID COMPLIANCE BY JAN. 6, 2004 Tuesday October 14, 7:45 am ET RICHARDSON, Texas--(BUSINESS WIRE)--Oct. 14, 2003--Minorplanet Systems USA, Inc. (NASDAQ:MNPL - News), a leading provider of telematics-based management solutions for commercial fleets, today announced that the company received notice from the Nasdaq Listing Qualifications Staff that it has until Jan. 6, 2004 to comply with the $1.00 minimum bid requirement. On Oct. 8, 2003, the company received notice from the Nasdaq Staff indicating that the company has 90 calendar days, or until Jan. 6, 2004, to demonstrate 10 consecutive trading days whereby the minimum bid price closes at $1.00 per share or more. As per the notice, if the company is unable to demonstrate compliance with this minimum bid price requirement on or before Jan. 6, 2004, the Nasdaq Staff will issue a written notification to the company delisting the company's securities. At such time, the company may appeal the Nasdaq Staff's determination with the Nasdaq Listing Qualifications Panel, which stays the effectiveness of the delisting pending a hearing with the Nasdaq Listing Qualifications Panel. Management is currently reviewing options regarding steps necessary to achieve compliance. About Minorplanet Systems USA, Inc. Minorplanet Systems USA, Inc. (minorplanetusa.com) markets, sells and supports Vehicle Management Information(TM) (VMI(TM)), a state-of-the-art fleet management solution that contributes to higher customer revenues and improved operator efficiency. VMI combines the technologies of the global positioning system (GPS) and wireless vehicle telematics to monitor vehicles, minute by minute. The company also markets, sells and supports a customized, GPS-based fleet management solution for large fleets like SBC Communications, Inc., which has approximately 34,000 installed vehicles now in operation. Headquartered in Richardson, Texas, Minorplanet currently markets its VMI fleet management technology in the Dallas/Fort Worth, Houston, Atlanta, Los Angeles and Austin, Texas, markets, with plans for expanding into other metro markets in the future. Legal notice to investors: Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the company "expects," "believes," "anticipates" or words of similar import. Similarly, statements that describe the company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements generally involve known and unknown risks, uncertainties and other facts, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: ability to remain listed on the Nasdaq Small Cap Market; ability to raise capital; acceptance of new product offerings; ability to achieve and maintain margins during periods of rapid expansion; availability of capital to fund expansion; market conditions; general economic and business conditions; business abilities and judgment of management and personnel; and changes in business strategy and competition. For a listing of risks applicable to the future prospects of the company, please refer to the reports filed with the SEC, such as recent 10-K and 10-Q Reports. "Minorplanet" is a federally registered trademark and service mark of Minorplanet Limited. "Vehicle Management Information," "VMI," "Minorplanet Systems USA" and orb logotype are trademarks and service marks of Minorplanet Limited. - ---------- Contact: Minorplanet Systems USA, Inc., Richardson W. Michael Smith, 972-301-2450 www.minorplanetusa.com EX-99.2 4 d09832exv99w2.txt DELISTING WARNING LETTER FROM NASDAQ EXHIBIT 99.2 (The Nasdaq Stock Market Letterhead) By Facsimile and Overnight Mail October 8, 2003 Mr. W. Michael Smith Executive Vice President and Chief Financial Officer Minorplanet Systems, Inc. 1155 Kas Drive, Suite 100 Richardson, TX 75081 Re: Minorplanet Systems, Inc. (the "Company") Nasdaq Symbol: MNPL Dear Mr. Smith: On October 11, 2002, Staff notified the Company that the bid price of its common stock had closed at less than $1.00 per share over the previous 30 consecutive trading days, and, as a result, did not comply with Marketplace Rule 4310(c)(4) (the "Rule"). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or until April 9, 2003, to regain compliance with the Rule. Furthermore, on April 10, 2003, the Company was provided an additional 180 calendar days, or until October 7, 2003, to regain compliance with the Rule. The Company has not regained compliance in accordance with Marketplace Rule 4310(c)(i)(D). However, Staff notes that the Company meets the initial listing requirements for The Nasdaq SmallCap Market under Marketplace Rule 4310(c)(2)(A).1 Specifically, the Company qualifies with the $5 million stockholders' equity for the period ended May 31, 2003. As of May 31, 2003, the Company has stockholders' equity of $23,313,000. Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the Company will now be provided an additional 90 calendar days, or until January 6, 2004, to regain compliance.2 If, at anytime before January 6, 2004, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days, Staff will provide written notification that the Company complies with - ---------- 1 Marketplace Rule 4310(c)(a)(A) states that "[f]or initial inclusion, the issuer shall have (i) stockholders equity of $5 million; (ii) market value of listed securities of $50 million ...; or (iii) net income from continuing operations of $750,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal year or in two of the last three most recently completed fiscal years." 2 The 90 day period relates exclusively to the bid price deficiency. The Company may be delisted during the 90 days period for failure to maintain compliance with any other listing requirements for which it is currently on notice or which occurs during this period. the Rule.3 If compliance with this Rule cannot be demonstrated by January 6, 2004, Staff will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal Staff's determination to a Listing Qualifications Panel. If you have any questions, please do not hesitate to contact me at (301) 978-8048. Sincerely, /s/ Marilyn Bacot - ----------------------------- Marilyn Bacot Listing Analyst Nasdaq Listing Qualifications - ---------- 3 Under certain circumstances, to ensure that the Company can sustain long-term compliance, Staff may require that the closing bid price equals $1.00 per share or greater for more than 10 consecutive business days, but, generally, not more than 20 consecutive business days before determining that the Company complies. In determining whether to monitor the bid price beyond 10 business days, Nasdaq will consider the following four factors: (i) margin of compliance; (ii) trading volume; (iii) the number of market makers and the size of their quotes; and, (iv) the trend of the price of the security. -----END PRIVACY-ENHANCED MESSAGE-----