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
September
14, 2006
Date
of
Report (Date of earliest event reported)
PAC-WEST
TELECOMM, INC.
(Exact
name of registrant as specified in its charter)
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California
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000-27743
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68-0383568
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1776
W. March Lane, Suite 250
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Stockton,
California
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95207
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(Address
of principal executive offices)
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(Zip
Code)
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(209)
926-3300
(Registrant’s
telephone number, including area code)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
September 14, 2006 Pac-West Telecomm, Inc. (“Pac-West”) received a Nasdaq Staff
Determination Letter from The Nasdaq Stock Market (“Nasdaq”) indicating that
Pac-West’s common stock will be delisted from the Nasdaq Capital Market at the
opening of business on September 25, 2006.
As
Pac-West has previously disclosed, on March 15, 2006, Nasdaq notified Pac-West
that it was not in compliance with the minimum bid price requirement set forth
in Nasdaq Market Rule 4310(c)(4). However, because Pac-West met all of the
continuing inclusion criteria for the Nasdaq Capital Market with the exception
of the minimum bid requirement, Nasdaq provided Pac-West with an additional
180
calendar day period, until September 11, 2006, to regain compliance with the
minimum bid price requirement. In order to regain compliance, the bid price
of
Pac-West’s common stock had to close at $1.00 or more per share for a minimum of
10 consecutive business days prior to September 11, 2006. Pac-West was unable
to
regain compliance and accordingly, Nasdaq has determined to delist its common
stock from the Nasdaq Capital Market.
Pac-West
has decided not to appeal Nasdaq’s determination or
pursue
a previously approved reverse stock split in order to regain compliance with
the
minimum bid price requirement.
In
making such decision, Pac-West considered the benefits of continued inclusion
in
the Nasdaq Capital Market as well as the likelihood that Pac-West would not
be
able, absent certain circumstances, to maintain compliance with all of the
continuing inclusion criteria even if it regained compliance with the minimum
bid price requirement through a reverse share split or otherwise. Accordingly,
Pac-West expects that its common stock will be delisted at the opening of
business on September 25, 2006 as provided in the Nasdaq Staff Determination
Letter.
Pac-West
currently expects that transactions involving its common stock occurring on
or
after September 25, 2006 will take place in the over-the-counter market and
will
be quoted on The OTC Bulletin Board®,
a
regulated quotation service that displays real-time quotes, last sale prices
and
volume information for over-the-counter securities that is maintained by the
National Association of Securities Dealers, Inc. and/or the Pink
Sheets®,
an
Internet-based, real-time quotation service maintained by Pink Sheets LLC.
On
September 20, 2006, Pac-West issued a press release announcing that it had
received the above described notice from Nasdaq. A copy of the press release
is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
99.1 Press
Release, dated September 20, 2006
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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PAC-WEST
TELECOMM, INC.
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(Registrant)
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Dated:
September 20, 2006
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By:_____________________________
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Michael
Sarina
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Chief
Financial Officer
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INDEX
TO EXHIBITS
99.1 Press
Release, dated September 20, 2006