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
PlanetOut Inc.
(Exact name of registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50879
(Commission
File Number)
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94-3391368
(IRS Employer
Identification No.) |
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| 1355 Sansome Street, San Francisco CA |
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94111 |
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(Zip Code) |
Registrant’s telephone number, including area code
(415) 834-6500
(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
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| Item 3.01. |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing. |
On
August 11, 2008, PlanetOut Inc. (
“PlanetOut” or the
“Company”) received a notice from the
Nasdaq Listing Qualifications Department of The Nasdaq Stock Market dated
August 1, 2008, stating
that, for the previous 30 consecutive trading days,
the Company has not maintained a minimum market
value of $5,000,000 of publicly held shares (defined as total shares outstanding, less any shares
held by officers, directors or beneficial owners of 10% or more of the total shares outstanding),
as required for continued inclusion under Marketplace Rule 4450(a)(2) (the
“Rule”). The notice
further states that
the Company will be provided with 90 calendar days (or until
October 30, 2008)
to regain compliance. If, at anytime prior to
October 30, 2008, the minimum market value of
publicly held shares (as defined by the Rule) of
the Company’s common stock is $5,000,000 or
greater for a minimum of 10 consecutive trading days, then
the Company will receive written
notification from Nasdaq that it complies with the Rule.
If
the Company cannot demonstrate compliance with the Rule by
October 30, 2008, the Nasdaq
staff will provide written notification that
the Company’s securities will be delisted and, at that
time,
the Company may appeal the determination to a Listing Qualifications Panel. The notice also
states that, alternatively,
the Company may apply to transfer its securities to The Nasdaq Capital
Market if
the Company satisfies inclusion requirements for that market. If
the Company submits the
transfer application and pays the applicable listing fees by
October 30, 2008, the initiation of
the delisting proceedings will be stayed by Nasdaq staff pending review of the application.
The Company intends to monitor the minimum market value of publicly held shares (as defined by
the Rule) of its common stock between now and
October 30, 2008. If its common stock does not trade
at a level that is likely to regain compliance,
the Company’s board of directors will consider
options available to
the Company, including applying to transfer
the Company’s securities to The
Nasdaq Capital Market.
A
press release announcing the receipt of the above notice, as required by Marketplace Rule
4803(a), is attached hereto as
Exhibit 99.1.
(d) Exhibits.
