SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2006
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 0-29092 | 54-1708481 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
7901 Jones Branch Drive, Suite 900, McLean, VA 22102
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (703) 902-2800
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:
| ¨ | Written communication pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication 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 or Listing.
On June 13, 2006, Primus Telecommunications Group, Incorporated (the “Company” or “PRIMUS”), received a letter from the Nasdaq Stock Market (“Nasdaq”) stating that the Company’s common stock is subject to delisting from the Nasdaq Capital Market because the closing bid price of the Company’s common stock is not in compliance with the $1.00 minimum closing bid requirement as set forth in Marketplace Rule 4450(a)(5) and 4450(i).
PRIMUS intends to request timely a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination, which hearing request will automatically stay the delisting of PRIMUS’s common stock pending the decision of the Nasdaq Listings Qualification Panel. There can be no assurance that the Panel will grant PRIMUS’s request for continued listing on the Nasdaq Capital Market.
Item 9.01. Financial Statements and Exhibits.
(a) and (b) Not applicable.
(c) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated June 16, 2006. |
SIGNATURE
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.
| PRIMUS TELECOMMUNICATION GROUP, INCORPORATED | ||||
| Dated: June 16, 2006 | By: | /s/ Thomas R. Kloster | ||
| Thomas R. Kloster | ||||
| Chief Financial Officer (Principal Financial Officer) | ||||
Exhibit 99.1
PRIMUS TELECOMMUNICATIONS RECEIVES STAFF DETERMINATION LETTER FROM
NASDAQ REGARDING ITS LISTING ON THE NASDAQ CAPITAL MARKET
McLEAN, VA. — (BUSINESS WIRE) – June 16, 2006 — PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL), an integrated communications services provider, today announced that, as expected, it has received a Staff Determination Letter from the Nasdaq Stock Market (Nasdaq) stating that the Company’s common stock is subject to delisting from the Nasdaq Capital Market because the closing bid price of the Company’s common stock is not in compliance with the $1.00 minimum closing bid requirement as set forth in Marketplace Rule 4450(a)(5) and 4450(i).
PRIMUS intends to request timely a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination, which hearing request will automatically stay the delisting of PRIMUS’s common stock pending the decision of the Nasdaq Listings Qualification Panel. There can be no assurance that the Panel will grant PRIMUS’s request for continued listing on the Nasdaq Capital Market.
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PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is an integrated communications services provider offering international and domestic voice, voice-over-Internet protocol (VOIP), Internet, wireless, data and hosting services to business and residential retail customers and other carriers located primarily in the United States, Canada, Australia, the United Kingdom and western Europe. PRIMUS provides services over its global network of owned and leased transmission facilities, including approximately 350 points-of-presence (POPs) throughout the world, ownership interests in undersea fiber optic cable systems, 16 carrier-grade international gateway and domestic switches, and a variety of operating relationships that allow it to deliver traffic worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia.
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For more information:
John DePodesta
Executive Vice President
Primus Telecommunications Group, Incorporated
(703) 748-8050
ir@primustel.com