Harvey Electronics Inc – ‘8-K’ for 10/16/06

On:  Wednesday, 10/18/06, at 4:49pm ET   ·   For:  10/16/06   ·   Accession #:  1009448-6-189   ·   File #:  1-04626

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

 1: 8-K         Harvey8K101806                                         4±    23K 

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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): October 16, 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 October 16, 2006,  the  Registrant  received  notice  ("Notice")  from a
Nasdaq  Listing  Qualification  Panel (the  "Panel")  granting the  Registrant's
request  for  continued  listing on The Nasdaq  Capital  Market.  The  Company's
continued listing is subject to certain specified conditions,  including: (i) on
or about October 27, 2006, the Registrant will inform the Panel that it has held
an annual shareholders'  meeting,  and that the shareholders  approved a reverse
stock split and all items related to the Trinity-led investment of $4 million in
the Registrant;  (ii) on or before November 15, 2006, the Registrant will inform
the Panel that it has (A) implemented a reverse stock split and that the closing
bid  price for the  Registrant's  shares is at least  $1.00 per  share,  and (B)
closed  the  Trinity-led  transaction,  and that the  investment  increased  the
Registrant's  shareholders'  equity to at least  $2.5  million;  and (iii) on or
before  November 30, 2006, the Registrant  must (A) evidence a closing bid price
of $1.00 or more for a minimum of ten prior  consecutive  trading days,  and (B)
publicly report on Form 8-K the consummation of the Trinity-led transaction, and
include in the Form 8-K pro forma financial  information  demonstrating that the
transaction has brought the Registrant's shareholders' equity to $2.5 million or
greater.  In order to fully comply with the terms of the Notice,  the Registrant
must be able to  demonstrate  compliance  with all  requirements  for  continued
listing on The Nasdaq Capital  Market.  In the event the Registrant is unable to
do so, there can be no assurance that the  Registrant's  securities  will remain
listed on The Nasdaq Capital Market.                                            

Item 9.01 Financial Statements and Exhibits                                     

99.1 Press Release dated October 18, 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:  October 18, 2006                                                         

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Exhibit 99.1  Press Release Dated October 18, 2006                              

 [GRAPHIC OMITTED]

For Immediate Release                                                           
October 18, 2006                                                                

HARVEY ELECTRONICS GRANTED CONDITIONAL
 LISTING BY NASDAQ

Lyndhurst,   NJ,  October  18,  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  October  16,  2006,  the  Company  received  notice  from a  Nasdaq  Listing
Qualification  Panel (the "Panel") granting its request for continued listing on
The Nasdaq Capital Market.                                                      

The  Company's  continued  listing is subject to certain  specified  conditions,
including:                                                                      
1. On or about October 27, 2006, the Company will inform the Panel that it has  
held an annual shareholders' meeting, and,                                      
2. That the  shareholders  at the annual meeting  approved a reverse stock split
and all items related to Trinity-led investment of $4 million in the Company;   
3. That on or before  November 15, 2006,  the Company will inform the Panel that
it has;                                                                         
     a. implemented a reverse stock split and that the closing bid price for the
Company's shares is at least $1.00 per share, and,                              
     b. closed the Trinity  transaction,  and that the investment  increased the
Company's shareholders' equity to at least $2.5 million.                        

In addition Harvey must on or before  November 30, 2006,  evidence a closing bid
price of $1.00 or more for a minimum of ten prior consecutive  trading days, and
publicly report on Form 8-K the consummation of the Trinity-led transaction, and
include in the Form 8-K pro forma financial  information  demonstrating that the
transaction  has brought the Company's  shareholders'  equity to $2.5 million or
greater.                                                                        

In order to fully comply with the terms of the Panel's letter,  the Company must
be able to demonstrate compliance with all requirements for continued listing on
The Nasdaq  Capital  Market.  In the event the Company is unable to do so, there
can be no assurance that the  Registrant's  securities will remain listed on The
Nasdaq Capital Market.                                                          

Michael E. Recca,  Chairman of the Board of Harvey stated,  "We are pleased that
the Panel has  allowed  Harvey to  continue  its  listing on The Nasdaq  Capital
Market.  The preliminary  results of the shareholder  vote are  encouraging.  To
date,  the Company has  received  proxies  representing  in excess of 50% of the
shares  voting in favor of the all the  proposals.  While  these  proxies may be
revoked at any time prior to, or even at,  the annual  meeting,  we are now very
confident  that the  proposals  will be approved at the  meeting  scheduled  for
October  27th.  We  continue  to urge all  shareholders  to vote in favor of all
related  proposals  to  complete  the  Trinity-led  investment.   Assuming  this
investment is completed as expected,  we are  confident  that we can satisfy the
conditions prescribed by the NASDAQ panel."                                     

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
		11/30/06		1		2			8-K
		11/15/06		1		2
		10/27/06		1		2			4,  DEF 14A
Filed on:		10/18/06		1		2
For Period End:		10/16/06		1		2
		3/31/98		2
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