SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 29, 2004
STORAGE COMPUTER CORPORATION
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(Exact Name of Registrant as specified in its charter)
DELAWARE 1-13616 02-045093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 Riverside Street, Nashua, NH 03062-1373
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(Address of Principal Executive Offices) (Zip Code)
(603) 880-3005
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Registrant's telephone number, including area code:
Not Applicable
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(Registrant's Name or Former Address, if Change Since Last Report)
Item 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
In a letter from the American Stock Exchange (AMEX) dated December 23, 2004
the Company was notified that a Listing Qualifications Panel had affirmed
that its Common Stock would be delisted from the AMEX due to its financial
condition and operating results. The delisting will be effective with the
open of business on Monday January 3, 2004.
Background:
The Company received notification from the American Stock Exchange ("AMEX)
on April 29, 2003 that it was not in compliance with certain listing
standards relating to stockholders' equity and net losses. In June 2003 the
Company submitted a plan to AMEX setting forth a plan for compliance with
the AMEX continuing listing standards. On July 28, 2003, AMEX notified the
Company that it had accepted the proposed plan and granted an extension
until October 31, 2004 to regain compliance. During this time the Company's
stock continued to trade on AMEX and the Company was subject to periodic
review of its progress consistent with its plan. On November 10, 2004 the
AMEX notified the Company that it was subject to delisting from the
Exchange, as it was unable to regain compliance with the continuing listing
standards by October 31, 2004. The Company is not in compliance with the
following listing standards. (a) The Company has sustained losses in its
five most recent fiscal years and has not maintained stockholders equity of
at least $ 6 million. (b) The Company has sustained losses in three of its
four most recent fiscal years and has not maintained shareholders equity of
at least $4 million. (c) The Company has sustained losses in two of its
most recent fiscal years and has not maintained stockholders equity of at
least $ 2 million. The Company had negative stockholders equity of
($ 52,072.00) at September 30, 2004. The Company appealed this staff
determination and requested a hearing before a committee of the Exchange.
On December 21, 2004 the Company met with a Listing Qualifications Panel of
the AMEX Committee on Securities to review the staff determination. In a
letter dated December 23, 2004 the AMEX notified the Company that the
Listing Qualifications Panel had affirmed the Staff's determination to
delist the Common Stock of the Company. The delisting will be effective
with the open of business Monday, January 3, 2004.
Item 7.01 REGULATION FD DISCLOSURES
On December 28, 2004 the Company issued a press release announcing that its
Common Stock would be delisted from the American Stock Exchange effective
with the open of business Monday, January 3, 2004.
Exhibit
Number Description
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99.1 Press Release dated December 28, 2004, titled " STORAGE COMPUTER
ANNOUNCES CHANGE IN LISTING FROM AMEX"
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.
Date: December 29, 2004 STORAGE COMPUTER CORPORATION
By: /s/ Michael J. O'Donnell
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Name: Michael J. O'Donnell
Title: Chief Financial Officer