Harvey Electronics Inc – ‘8-K’ for 9/20/06

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Harvey8K02006                                          5±    27K 

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 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): September 20, 2006

HARVEY ELECTRONICS, INC.
------------------------------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

  NEW YORK                        1-4626                13-1534671
----------------------------   -----------------------   ---------------------- 
(State or other jurisdiction   (Commission File Number)  (IRS Employer          
of incorporation)                                       Identification Number)

 205 Chubb Avenue, Lyndhurst, New Jersey 07071
------------------------------------------------------------------------------- 
(Address of principal executive office)           (Zip Code)      

Registrant's telephone number, including area code: (201) 842-0078              

 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 (see General Instruction A.2. below):                      

     o    Written  communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)                                            

     o    Soliciting  material  pursuant to Rule 14a-12  under the  Exchange Act
(17CFR240.14a-12)                                           

     o    Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))                          

     o    Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))                          

Items 3.01 and 7.01  Notice of  Delisting  or  Failure  to  Satisfy a  Continued
Listing Rule or Standard; Transfer of Listing; Regulation FD Disclosure         

     On September  20, 2006,  the  Registrant  received  notice  ("Notice") of a
Nasdaq Staff  Determination  indicating that the Registrant does not comply with
Marketplace  Rule  4310(c)(2)(B),  which  requires the Registrant to have: (i) a
minimum of $2,500,000 in stockholders'  equity, (ii) $35,000,000 market value of
listed  securities,  or (iii) $500,000 of net income from continuing  operations
for the most  recently  completed  fiscal year or two of the three most recently
completed  fiscal years.  Accordingly,  the Notice serves as an additional basis
for, and the  Registrant's  securities are therefore  subject to, delisting from
the Nasdaq Capital Market.                                                      

     The Notice  further  indicates that the Panel will consider the details set
forth in the Notice in  rendering a  determination  regarding  the  Registrant's
continued  listing on the Nasdaq Capital Market and provides the Registrant with
an  opportunity  to present its views to the Panel with respect to the Notice by
no later than September 27, 2006. The Registrant intends to respond to the Panel
on or before  September  27, and has been,  and will  continue to be, in contact
with the Panel in an effort to continue the  Registrant's  listing on the Nasdaq
Capital Market.                                                                 

     Previously  on  December  20,  2005,  the  Registrant   received  a  Nasdaq
notification that its shares were subject to delisting for failing to maintain a
minimum bid price of at least than $1.00 per share.  The Registrant  requested a
hearing with the Panel regarding the Staff's June  determination.  Following the
hearing on August 17,  2006,  the  Panel,  on  September  1, 2006,  granted  the
Registrant's  request for continued listing on the Nasdaq Capital Market subject
to certain conditions.                                                          

     Since the September 1  determination,  the  Registrant  has been in contact
with the Panel regarding these conditions,  specifically  requesting a waiver of
the  requirement  that the  Registrant  have  stockholders'  equity  of at least
$2,500,000  for the quarter ended July 29, 2006.  The Registrant is awaiting the
Panel's further decision on this matter.                                        

     In its response to the Panel,  the  Registrant  will further  inform Nasdaq
about the status of the  proposed $4 million  equity  financing  for which it is
seeking  shareholder  approval at its annual  meeting on October 27, 2006.  This
equity  investment  would bring the  Registrant  back into  compliance  with the
minimum shareholder equity rules of Nasdaq.                                     

     While there can be no assurance that the Panel will grant Harvey's  request
for continued  listing,  the Registrant  may appeal any adverse  decision of the
Panel to the Nasdaq Listing and Hearing Review Council. However, any such appeal
by the Registrant would not stay the ruling of the Listing Qualifications Panel.
Should the stock be delisted from the Nasdaq Capital Market, the Registrant will
consider alternatives to the Nasdaq listing.                                    

Item 9.01 Financial Statements and Exhibits                                     

99.1 Press Release dated September 26, 2006                 

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 thereunto duly authorized.                                          

HARVEY ELECTRONICS, INC.

By: /s/ Joseph J. Calabrese       
                    ----------------------------------------------
                   Joseph J. Calabrese, Executive Vice President
                      Chief Financial Officer, Treasurer and Secretary

Date:  September 26, 2006                                                       

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Exhibit 99.1  Press Release Dated September 26, 2006                            

HARVEY
Extraordinary. In every way.(TM)

For Immediate Release                                                           
September 26, 2006                                                              

HARVEY ELECTRONICS RECEIVES NASDAQ ADDITIONAL STAFF 
DETERMINATION NOTICE REGARDING DELISTING

Harvey Submitting Additional Response to Nasdaq 
in Effort to Maintain Stock Listing 

Lyndhurst,  NJ,  September  26,  2006  --  Harvey  Electronics,   Inc.  ("Harvey
Electronics",  "Harvey" or the "Company"; NASDAQ Capital Market symbol: "HRVE"),
a leading retailer and custom installer of high quality, exclusive home theater,
audio and video products in the metropolitan New York area, today announced that
on September 20, 2006, the Company received notice of an additional Nasdaq Staff
Determination  (the "Notice")  indicating  that the Company is not in compliance
with  Nasdaq  Marketplace  Rule  4310(c)(2)(B)  and  as a  result,  there  is an
additional  basis for  delisting  the  Company's  common  stock  from the Nasdaq
Capital Market.  Marketplace Rule 4310(c)(2)(B) requires that the Company have a
minimum of $2,500,000 in stockholders'  equity,  or $35,000,000  market value of
listed securities,  or $500,000 of net income from continuing operations for the
most recently  completed fiscal year or two of the three most recently completed
fiscal years.                                                                   

The Notice indicates that the Listing Qualifications Panel (the "Panel") hearing
this matter  will  consider  the details set forth in the Notice in  rendering a
determination  regarding the Company's  continued  listing on the Nasdaq Capital
Market and provides the Company with an  opportunity to present its views to the
Panel  with  respect  to the Notice by no later than  September  27,  2006.  The
Company intends to respond to the Panel on or before September 27, and has been,
and will  continue to be, in contact with the Panel in an effort to continue the
Company's listing on the Nasdaq Capital Market.                                 

Previously on December 20, 2005, the Company received a Nasdaq notification that
its shares were subject to delisting for failing to maintain a minimum bid price
of at least than $1.00 per share. The Company requested a hearing with the Panel
regarding  the Staff's June  determination.  Following the hearing on August 17,
2006,  the Panel,  on  September  1, 2006,  granted  the  Company's  request for
continued listing on the Nasdaq Capital Market subject to certain conditions.   

Since the  September 1  determination,  the Company has been in contact with the
Panel  regarding  these  conditions,  specifically  requesting  a waiver  of the
requirement  that the Company have  stockholders'  equity of at least $2,500,000
for the quarter ended July 29, 2006. The Company is awaiting the Panel's further
decision on this matter.                                                        

In its response to the Panel, Harvey will further inform Nasdaq about the status
of the proposed $4 million equity financing for which it is seeking  shareholder
approval at its annual meeting on October 27, 2006. This equity investment would
bring the Company back into compliance with the minimum shareholder equity rules
of Nasdaq.                                                                      

While there can be no assurance that the Panel will grant  Harvey's  request for
continued  listing,  the Company may appeal any adverse decision of the Panel to
the Nasdaq Listing and Hearing Review Council.  However,  any such appeal by the
Company would not stay the ruling of the Listing  Qualifications  Panel.  Should
the stock be delisted from the Nasdaq Capital Market,  the Company will consider
alternatives to the Nasdaq listing.                                             

About Harvey Electronics                                                        

Harvey  Electronics is a leading  retailer and custom installer of high quality,
exclusive home theater,  audio and video products in the  metropolitan  New York
area. The Company  currently  operates a total of nine  locations;  eight Harvey
showrooms and one separate Bang & Olufsen  branded  store.  There are two Harvey
locations in Manhattan and six suburban  locations in Paramus,  New Jersey;  Mt.
Kisco, in Westchester;  Greenwich, Connecticut;  Greenvale/Roslyn,  on the north
shore  of Long  Island,  in  Eatontown,  New  Jersey  and our  newest  store  in
Bridgewater,  New Jersey.  The Bang & Olufsen  branded store is located in Union
Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang
& Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.    

Audio Video International,  a well-respected trade publication, has named Harvey
Electronics a national "Top Ten Retailer of the Year", seven years in a row.    

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please
inquire about Harvey's custom installation services.                            

From time to time,  information provided by the Company,  statements made by its
employees  or  information,  included in its  filings  with the  Securities  and
Exchange Commission may contain statements, which are so-called "forward-looking
statements"  and  not  historical  facts.   Forward-looking  statements  can  be
identified  by  the  use  of  words  such  as  "believe",   "expect",  "intend",
"anticipate",   "in  my  opinion",  and  similar  words  or  variations.   These
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation  Reform Act of 1995.  The  Company's  actual
future results may differ significantly from those stated in any forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties,  including,  but not limited to, product demand,  pricing, market
acceptance,  litigation,  risks in product and technology  development and other
risk factors detailed in the Company's  Prospectus dated March 31, 1998 and from
time  to  time in the  Company's  Securities  and  Exchange  Commission  reports
including its Form 10-K and Forms 10-Q.                                         

For  more   information   and   showroom   locations,   visit  our   website  at
www.harveyonline.com.                                                           

CONTACTS:                                                                       
o        Michael E. Recca,                                                      
Chairman of the Board                                         
Tel. (212) 709-1907, Fax: (212) 709-1952                      
Email: mer@skycapitalholdings.com                             
o        Franklin C. Karp, CEO/President,                                       
E-mail: fkarp@harveyonline.com or                             
Joseph J. Calabrese, Executive Vice President & CFO           
E-mail: jcalabrese@harveyonline.com                           
Harvey Electronics, Inc.                                      
Tel. (201) 842-0078, Fax (201) 842-0317                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		10/27/06		1		2			4,  DEF 14A
		9/27/06		1		2
Filed on:		9/26/06		1		2
For Period End:		9/20/06		1		2			4
		9/1/06		1		2			4,  8-K
		8/17/06		1		2
		7/29/06		1		2			10-Q,  NT 10-Q
		12/20/05		1		2			8-K
		3/31/98		2
									List all Filings