-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, La7oUh4ycizenSDOREBA0QlsxN0tIbEfIBqWyk8BM4HYBV55izaHwNODHfrJrWQ9 14rkAA2wGT13LKI3dr5Gyw== 0001133872-08-000009.txt : 20080606 0001133872-08-000009.hdr.sgml : 20080606 20080606145516 ACCESSION NUMBER: 0001133872-08-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080528 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZANETT INC CENTRAL INDEX KEY: 0001133872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 564389547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32589 FILM NUMBER: 08885422 BUSINESS ADDRESS: STREET 1: 135 E 57TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127595700 MAIL ADDRESS: STREET 1: 135 E 57TH ST 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: PLANET ZANETT INC DATE OF NAME CHANGE: 20010206 8-K 1 r8knasdletter.txt 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 29, 2008 ------------ Zanett, Inc. - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-32589 56-4389547 - ----------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 635 Madison Avenue, 15th Floor, New York, NY 10022 - ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (646) 502-1800 -------------- - ----------------------------------------------------------------------------- (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): [ ] 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 8. Other Information On May 29, 2008, Zanett, Inc. (the "Company") received a letter (the "Letter") from the Nasdaq Stock Market ("NASDAQ") stating that the Nasdaq Hearings Panel (the "Panel") had granted the Company's request to remain listed on NASDAQ, subject to the condition that on or before July 23, 2008, the Company must have received a closing bid price of $1.00 or more for its common stock for a minimum of ten consecutive trading days. Among the things the Panel considered in granting the Company's request were that the shareholders of the Company approved a one for four reverse stock split of the Company's common stock (the "Reverse Stock Split"), as described below, and the Company's recently reported 11% increase in revenue for the quarter ended March 31, 2008, as well as several other positive developments. The Panel may, in its discretion, require that the Company evidence a bid price of at least $1.00 for a period in excess of ten consecutive trading days before determining that the Company has complied with the terms of the exception and demonstrated the ability to maintain long term compliance with the minimum bid price requirement. In the event that the Company is unable to comply with all requirements for continued listing on NASDAQ, its securities may be suspended from trading. As previously disclosed in Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") filed on September 24, 2007 and on March 24, 2008, the Company received a letter from the NASDAQ on September 18, 2007 notifying it that the bid price per share for the Company's common stock has closed below the $1.00 minimum bid price requirement for 30 consecutive trading days and that, as a result, the Company no longer met the NASDAQ Capital Market's minimum bid price requirement for continued listing set forth in Marketplace Rule 4310(c)(4). On March 19, 2008, the Company received a letter from NASDAQ notifying the Company that the Company's common stock had not regained compliance with Marketplace Rule 4310(c)(4) and that the Company was not eligible for an additional 180 calendar day compliance period. On March 21, 2008, the Company's board of directors authorized the Reverse Stock Split. On March 24, 2008, the Company requested a hearing, which was held on April 24, 2008. The Reverse Stock Split was approved by the Company's Shareholders at the Company's Annual Meeting of Shareholders which was held on May 20, 2008. The Company plans to effect the reverse stock split in early July. A copy of the Letter (redacted for personal information) is included as Exhibit 99.1 hereto and is incorporated herein by reference Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Letter from NASDAQ dated May 29, 2008. 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. ZANETT, INC. Date: June __, 2008 By: /s/ Claudio Guazzoni -------------------- Claudio Guazzoni Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Letter from NASDAQ dated May 29, 2008. - 1 - PHTRANS/ 704225.1 PHTRANS/ 704225.1 EX-99.1 CHARTER 2 r8kexhibit.txt Sent via electronic delivery - ---------------------------- RE: Zanett Inc. (Symbol: ZANE) Nasdaq Listing Qualifications Hearings Docket No. NQ 5547C-08 Dear Mr. Guazzoni: This is to inform you that the Nasdaq Hearings Panel has determined to grant the request of Zanett Inc. (the Company) to remain listed on the Nasdaq Stock Market, subject to the conditions described below.1 Company Background and Financial Information. The Company provides customized, mission-critical IT solutions to Fortune 500 corporations and mid-market companies. The Company's Form 10-Q for the quarter ended September 30, 2007, reported total assets of $32,472,856 and shareholders' equity of $7,197,040. For the quarter ended September 30, 2007, the Company reported revenue of $35,810,410 and a net loss of $2,093,650. As of March 24, 2008 the Company reported 30,434,024 common shares outstanding, and there were approximately 12,059,094 publicly held shares. The closing bid price for the Company's common stock on April 15, 2008 was $.40 per share; consequently, the market values for the Company's total listed securities and publicly held shares were $12,173,610 and $4,823,638, respectively. Procedural History. On September 18, 2007, the Nasdaq staff notified the Company that it was no longer in compliance with Marketplace Rule 4310(c)(4), which requires companies to maintain a minimum bid price of $1.00 for continued listing. The Company was provided a 180-day grace period to cure its deficiency, but was unable to do so. Accordingly, on March 19, 2008, staff notified the Company that its common stock would be delisted unless it requested a hearing. On March 24, 2008 the Company requested a hearing, which was held on April 24, 2008. - ------------------------------------- 1 The Panel's determination is limited to those findings expressly set forth in this decision, which is based solely upon the facts and circumstances of this matter and should not be interpreted as precedent. Listing Standards at Issue. The Company is in violation of the bid price requirement in Nasdaq Marketplace Rule 4310(c)(4). Findings of Fact. The Panel considered the entire record, which is incorporated by reference into this decision. In particular, the Panel took note of the following relevant facts. The Company's stock price has suffered over the past year due to the Company's financial results and general market conditions. The Company delayed implementing a reverse split during the 180 day grace period because it hoped that its stock price would improve with positive corporate developments. When the stock price did not recover, the Company's Board of Directors approved a reverse stock split, which it submitted to shareholders for approval on May 20. Shareholders have approved the reverse split in a 1 to 4 ratio, and the Company has asked for an exception through July 23 to implement the split. The Company is optimistic that the stock price will recover or improve during this time period. The Company recently reported an 11% increase in revenues in fiscal year 2008 (ended on March 31), and expects several other positive developments (sale of government solutions subsidiary and a stock repurchase) to increase the company's financial position and bolster its stock price. The Company believes that these corporate developments and its recent financial performance will have a significant and positive impact on the Company's stock price in the future. Panel Analysis and Conclusions. The Company has presented a definitive plan, which is underway, to effectuate a reverse stock split at a ratio sufficient to cure the bid price deficiency. The Company has also announced positive developments which may have a positive impact on its stock price. The Panel is persuaded, based on a review of the Company's financial results and other corporate developments that that the Company has a reasonable likelihood of maintaining compliance with the bid price rule for the foreseeable future, after the reverse split. Accordingly, the Panel granted the Company's request for continued listing, subject to the following condition: 1. On or before July 23, 2008, Company must have evidenced a closing bid price of $1.00 or more for a minimum of ten consecutive trading days.2 - ------------------------------------ 2 Depending upon the particular facts and circumstances, the Panel may, in its discretion, require that the Company evidence a bid price of at least $1.00 per share for a period in excess of ten consecutive trading days before determining that the Company has complied with the terms of the exception and demonstrated the ability to maintain long-term compliance with the minimum bid price requirement. In determining whether to monitor the Company's bid price beyond ten trading days, the Panel will consider the following four factors: (1) margin of compliance (the amount by which the price is above the $1.00 minimum); (2) trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (3) the market maker montage (e.g., if only one of eight market makers is quoting at or above $1.00 and the quote is only for 100 shares then added scrutiny may be appropriate); and, (4) the trend of the stock price. In order to fully comply with the terms of this exception, the Company must be able to demonstrate compliance with all requirements for continued listing on The Nasdaq Stock Market. In the event the Company is unable to do so, its securities may be suspended from The Nasdaq Stock Market. It is a requirement during the exception period that the Company provide prompt notification of any significant events that occur during this time. This includes, but is not limited to, any event that may call into question the Company's historical financial information or that may impact the Company's ability to maintain compliance with any Nasdaq listing requirement or exception deadline. The Panel reserves the right to reconsider the terms of this exception based on any event, condition, or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company's securities on The Nasdaq Stock Market inadvisable or unwarranted. In addition, any compliance document will be subject to review by the Panel, which may, in its discretion, request additional information before determining that the Company has complied with the terms of the exception. The Company should assess its disclosure obligations with respect to the materiality of the Panel's decision, and determine what public disclosures of the decision and its terms are appropriate. The Company may request that the Nasdaq Listing and Hearing Review Council review this decision. The request for review must be made in writing and received within 15 days from the date of this decision. Requests for review and a copy of the check must be sent in PDF form by e-mail to _______________. The Office of Appeals and Review may be contacted by e-mail at _______________. Pursuant to Nasdaq Marketplace Rule 4840(b), the Company must submit a fee of $4,000.00 to The Nasdaq Stock Market LLC to cover the cost of the review. Instructions for submitting the fee are on the enclosed Appeals Payment Form. The Company should be aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review this decision, it may affirm, modify, reverse, dismiss, or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council determines that this matter will be called for review. Should you have any questions, please do not hesitate to contact me at ____________. Sincerely, /S/ Lanae Holbrook Lanae Holbrook Chief Counsel Nasdaq Office of General Counsel, Hearings -----END PRIVACY-ENHANCED MESSAGE-----