form8k.htm

0001140361-09-008625.txt : 20090401 0001140361-09-008625.hdr.sgml : 20090401 20090401163854 ACCESSION NUMBER: 0001140361-09-008625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090320 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090401 DATE AS OF CHANGE: 20090401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALKING CO HOLDINGS, INC. CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 521868665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22963 FILM NUMBER: 09723900 BUSINESS ADDRESS: STREET 1: 121 GRAY AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8059638727 MAIL ADDRESS: STREET 1: 121 GRAY AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93101 FORMER COMPANY: FORMER CONFORMED NAME: BIG DOG HOLDINGS INC DATE OF NAME CHANGE: 19960723 8-K 1 form8k.htm THE WALKING CO HOLDINGS 8-K 3-20-2009 form8k.htm

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): April 1, 2009

THE WALKING COMPANY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-22963		52-1868665
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	121 Gray Avenue, Santa Barbara, CA		93101
	(Address of Principal Executive Offices)		(Zip Code)

(805) 963-8727

(Registrant’s telephone number, including area code)

(Former name or former address, if changed, since last report)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of certain actions we took in connection with our voluntary delisting from NASDAQ, we received a NASDAQ Staff Deficiency Letter on March 20, 2009 indicating that we now fail to comply with the audit committee requirements set forth in Marketplace Rule 4350(d)(2), which requires a listed company to have an audit committee composed of at least three independent directors.

The deficiency results from our plan, as a cost-savings measure, to delist our stock from NASDAQ and deregister under the Securities Exchange Act, such that we will no longer file public statements with the SEC. Since we will no longer be a reporting company to the SEC, we decided to reduce the size of our Board of Directors. As a result of those resignations which were announced in early March, we had only one remaining audit committee member, David Walsh, and we were not in compliance with the Marketplace Rule 4350(d)(2), referred to above.

Item 7.01 Regulation FD Disclosure.

On March 27, 2009, we issued a press release about our receipt of the NASDAQ Staff Deficiency Letter. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in the press release is not to be deemed “filed” for purposes of the Securities Exchange Act of 1934 and is not incorporated by reference in any registration statement under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
99.1		Press Release regarding Notice of Non-Compliance with NASDAQ Marketplace Rule 4350, as a result of voluntary delisting from the NASDAQ, issued on March 27, 2009 (furnished herewith).

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.

	THE WALKING COMPANY HOLDINGS, INC.

Dated: April 1, 2009	By:	/s/ Anthony J. Wall
		Anthony J. Wall, Secretary

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1

For Further Information:

The Walking Company Holdings, Inc.

121 Gray Avenue

Santa Barbara, California 93101

www.thewalkingcompany.com

www.bigdogs.com

CONTACT:

Alexis Dilg

Investor Information

(805) 963-8727, ext. 1303

alexisd@bigdogs.com

For Immediate Release:

March 27, 2009

The Walking Company Holdings, Inc. Receives Letter from NASDAQ Regarding its Delisting

Santa Barbara, California – March 27, 2009. The Walking Company Holdings, Inc. (NASDAQ: WALK; www.thewalkingcompany.com; www.bigdogs.com) (the “Company”) today announced that, as a result of the actions it has taken in connection with its voluntary delisting from NASDAQ, it has received a NASDAQ deficiency letter on March 20, 2009 indicating that the Company now fails to comply with the audit committee requirements set forth in Marketplace Rule 4350(d)(2), which requires a listed company to have an audit committee composed of at least three independent directors.

The deficiency results from the Company's plan, as a cost-savings measure, to delist its stock from NASDAQ and deregister under the Securities Exchange Act, such that it will no longer file public statements with the SEC. Since the Company will no longer be a reporting company to the SEC, it decided to reduce the size of its Board of Directors. As a result of those resignations which were announced in early March, the Company had only one remaining audit committee member, David Walsh, and was not in compliance with the Marketplace Rule 4350(d)(2) which requires companies have three independent directors on their audit committees.

About the Walking Company Holdings, Inc.

The Walking Company Holdings, Inc. consists of its The Walking Company and Big Dogs subsidiaries. The Walking Company (“TWC”) is a leading independent specialty retailer of high-quality, technically designed comfort footwear and accessories that features premium brands such as ECCO, Mephisto, Dansko, Uggs, and MBT, among many others. These products have particular appeal to one of the largest and most rapidly growing demographics in the nation. The Walking Company operates 201 stores in premium malls across the nation. Big Dogs develops, markets and retails a branded, lifestyle collection of unique, high-quality, popular-priced consumer products, including active wear, casual sportswear, accessories and gifts.

Forward-Looking Statements

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, statements as to plans to delist from NASDAQ and deregister from the SEC and the timing thereof. These and other risks are more fully described in the Company's filings with the SEC.