8-K 1 v345205_8k.htm FORM 8-K

 

UNITED STATES

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): May 10, 2013

  

Point.360
(Exact name of registrant as specified in its charter)

 

California   0-21917   01-0893376
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
         
2701 Media Center Drive        
Los Angeles, California        90065
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (818) 565-1400  

 

N/A
(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 communications pursuant to Rule 425 under the 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 communications 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 OF LISTING.

 

On May 10, 2013, the Company received notice from the Nasdaq QMX Group that due to the resignation of an independent director, the Company no longer meets the requirement to maintain a minimum of three independent directors on its audit committee.

 

The Company has a cure period in order to regain compliance as follows:

 

·until the earlier of the Company’s next annual shareholders’ meeting or April 21, 2014;

or

·if the next annual shareholders’ meeting is held before October 18, 2013, then the Company must evidence compliance no later than October 18, 2013.

 

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.

 

9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

None.

 

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.

 

  Point.360
     
May 15, 2013 By: /s/ Alan R. Steel
    Name: Alan R. Steel
    Title: Executive Vice President
      Finance and Administration
      Chief Financial Officer