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 17, 2005
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 15, 2005, Primus Telecommunications Group, Incorporated (the “Company”), received a letter from The NASDAQ Stock Market (“NASDAQ”) notifying the Company that for the 30 consecutive business days preceding the date of the letter, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued inclusion on the NASDAQ National Market pursuant to NASDAQ Marketplace Rule 4450(b)(4). The letter further notified the Company that, in accordance with NASDAQ Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days, or until December 12, 2005, to regain compliance with the minimum bid price requirement. Compliance may be achieved if the bid price per share of the Company’s common stock closes at $1.00 per share or greater for a minimum of ten (10) consecutive business days prior to December 12, 2005. However, NASDAQ has the discretion to require a period in excess of ten business days before determining that the ability to maintain long-term compliance has been demonstrated.
The letter from NASDAQ further stated that, if the Company does not regain compliance with the Marketplace Rules by December 12, 2005, NASDAQ will provide notice that, the Company’s common stock will be delisted from the NASDAQ National Market. In the event of such notification, the Company would have an opportunity to appeal NASDAQ’s determination. The letter also noted that the Company would have the opportunity to apply to transfer its common stock to the NASDAQ SmallCap Market and that, if the Company were to meet the requirements for the initial inclusion on the NASDAQ SmallCap Market (as set forth in Marketplace Rule 4310(c), other than the minimum bid price requirement) and the Company’s application to the NASDAQ SmallCap Market were to be approved, the Company would be afforded the remainder of a second 180 calendar day compliance period to regain compliance while on the NASDAQ SmallCap Market.
The Company intends to monitor the bid price between now and December 12, 2005, and consider available options if its common stock does not trade at a level that is likely to regain compliance.
Item 9.01. Financial Statements and Exhibits.
(a) and (b) Not applicable.
(c) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated June 17, 2005. |
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 17, 2005 | By: | /s/ Thomas R. Kloster | ||
| Thomas R. Kloster | ||||
| Chief Financial Officer (Principal Financial Officer) | ||||
Exhibit 99.1
Primus Telecommunications Group Receives NASDAQ Notification
McLEAN, VA.—(BUSINESS WIRE)—June 17, 2005—PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) today announced it has received a letter from The NASDAQ Stock Market notifying the Company that, for 30 consecutive business days, the bid price of the Company’s common stock closed below the minimum $1.00 per share requirement for continued inclusion under NASDAQ Marketplace Rule 4450(b)(4) (the “Rule”).
The Company has 180 days to regain compliance with the NASDAQ’s National Market $1.00 minimum bid price rule. If at any time before December 12, 2005, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, NASDAQ may notify the Company that it is in compliance with the Rule. However, NASDAQ has the discretion to require a period in excess of ten business days before determining that the ability to maintain long-term compliance has been demonstrated. If the Company does not regain compliance by December 12, 2005, and it meets the NASDAQ SmallCap Market initial inclusion requirements except for bid price, it may apply to transfer from the NASDAQ National Market to the NASDAQ SmallCap Market. If the NASDAQ SmallCap Market application is approved, pursuant to NASDAQ SmallCap Market rules the Company would be granted an additional 180-day period to regain compliance with the minimum bid price requirement.
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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 250 points-of-presence (POPs) throughout the world, ownership interests in undersea fiber optic cable systems, 18 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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Contact:
John DePodesta
Executive Vice President
Primus Telecommunications Group, Incorporated
(703) 748-8050
ir@primustel.com