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 14, 2008
infoUSA Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-19598
(Commission File Number)
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47-0751545
(IRS Employer Identification No.) |
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5711 South 86th Circle
Omaha, Nebraska
(Address of principal executive offices)
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68127
(Zip Code) |
Registrant’s telephone number, including area code: (402) 593-4500
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):
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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 the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed, effective December 24, 2007, the Board of Directors of infoUSA Inc. (the
“Company”) formed a Special Litigation Committee in response to the consolidated complaint In re
infoUSA, Inc. Shareholders Litigation, Consol. Civil Action No. 1956-CC (Del. Ch.), and a related
informal investigation into the Company by the Securities and Exchange Commission (the “SEC”). In
light of the ongoing investigation and as previously disclosed, the Company was unable to file its
Form 10-Q for the period ended March 31, 2008 by the SEC’s filing deadline.
As expected, and in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”), on May 14,
2008, the Company received a Nasdaq staff determination letter (the “Staff Letter”) stating that
the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because it has not timely
filed with Nasdaq its Form 10-Q for the period ended March 31, 2008. As a result of the filing
delay, the Company will be included in a list of non-compliant companies maintained by Nasdaq on
its website. In addition, an indicator will be broadcast over Nasdaq’s data dissemination network
noting the non-compliance. The indicator will be displayed with quotation information related to
the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of
market data information.
The Staff Letter states that trading of the Company’s common stock will be suspended at the opening
of business on May 23, 2008 and a Form 25-NSE filed with the SEC removing the Company’s common
stock from listing and registration on The Nasdaq Global Select Market unless the Company requests
a hearing before a Nasdaq Listing Qualifications Panel no later than 4:00 p.m. Eastern Time on May
20, 2008. The Company previously filed such a hearing request as a result of its inability to file
its Annual Report on Form 10-K for the year ended December 31, 2007 by the SEC’s filing deadline.
The hearing is scheduled for May 22, 2008. The scheduled hearing will stay the suspension of
trading and the filing of the Form 25-NSE, and permit the Company’s common stock to continue
trading on The Nasdaq Global Select Market, pending the outcome of the Nasdaq Listing
Qualifications Panel’s decision. The Company cannot provide any assurances that the Nasdaq Listing
Qualifications Panel will grant its request for continued listing.
A copy of the Company’s press release of May 19, 2008 is attached hereto as Exhibit 99.1 and is
incorporated by reference to this Item 3.01.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed pursuant to Item 3.01:
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Description |
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99.1
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Press Release, dated May 19, 2008. |