-----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, NYJySvxYXNr5rM1zfRNdzKht4PHrf5iCbpaD2cBs5oBffmJTcHcaWwi7jmkJsOJJ ZuvcwQt1VWeQ8TeVSxb04Q== 0001143313-07-000054.txt : 20070410 0001143313-07-000054.hdr.sgml : 20070410 20070410153846 ACCESSION NUMBER: 0001143313-07-000054 CONFORMED SUBMISSION TYPE: 25-NSE CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE BROADBAND INC CENTRAL INDEX KEY: 0001023139 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 760494995 STATE OF INCORPORATION: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 25-NSE SEC ACT: 1934 Act SEC FILE NUMBER: 001-15649 BUSINESS ADDRESS: STREET 1: 101 COURAGEOUS DRIVE CITY: LEAGUE CITY STATE: TX ZIP: 77573 BUSINESS PHONE: 2815386000 MAIL ADDRESS: STREET 1: 101 COURAGEOUS DRIVE CITY: LEAGUE CITY STATE: TX ZIP: 77573 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE WIRELESS INTERNATIONAL INC DATE OF NAME CHANGE: 19971201 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE TELECOM INTERNATIONAL INC DATE OF NAME CHANGE: 19961217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STOCK EXCHANGE LLC CENTRAL INDEX KEY: 0001143313 IRS NUMBER: 522127241 FILING VALUES: FORM TYPE: 25-NSE BUSINESS ADDRESS: STREET 1: 86 TRINITY PLACE CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-306-1000 MAIL ADDRESS: STREET 1: 86 TRINITY PLACE CITY: NEW YORK STATE: NY ZIP: 10006 25-NSE 1 primary_doc.xml X0203 0001143313 AMERICAN STOCK EXCHANGE LLC 0001023139 EAGLE BROADBAND INC 001-15649
101 Courageous Drive League City TX TEXAS 77573
2815386000
Common Stock, $0.001 Par Value 17 CFR 240.12d2-2(b) Dennis J. Meeekins Vice President - Listing Qualifications 2007-04-10
EX-99.25 2 eag04102007noappeal.htm                                 BEFORE THE

AMERICAN STOCK EXCHANGE LLC


DETERMINATION AND NOTIFICATION OF REMOVAL FROM LISTING

AND/OR REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934

Attachment to Form 25


April 10, 2007


The American Stock Exchange LLC (the “Exchange” or “Amex”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(b) promulgated thereunder by the Securities and Exchange Commission (the “Commission”), has determined to strike from listing and registration on the Exchange, the following:


EAGLE BROADBAND, INC.

Common Stock, $0.001 Par Value

Commission File Number – 001-15649


1.

The standards of the Exchange provide, among other things, that consideration may be given to the removal of a security when: (i) the financial condition and/or operating results of the issuer appear to be unsatisfactory; (ii) the issuer has failed to comply with its listing agreements with the Exchange; or (iii) any other event shall occur or any condition shall exist which makes further dealings on the Exchange unwarranted.


In applying these standards, the Exchange gives consideration to delisting the securities of a company that is not in compliance with:


(a)

Section 1003(a)(i) of the Amex Company Guide (the “Company Guide”) which requires a company to maintain at least $2 million in shareholders’ equity if the company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years;


(b)

Section 1003(a)(ii) of the Company Guide which requires a company to maintain at least $4 million in shareholders’ equity if the company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years; and


(c)

Section 1003(a)(iii) of the Company Guide which requires a company to maintain at least $6 million in shareholders’ equity if the company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.


2.

The Common Stock of Eagle Broadband, Inc. (the “Company” or “Eagle”) does not qualify for continued listing for the following reasons:








(a)

The Company has incurred net (losses) as follows:


Fiscal years ended

August 31,

Net (Loss)

2006

($24,983,000)

2005

($57,124,000)

2004

($31,008,000)

2003

($31,351,000)

2002

($76,832,000)


Three months ended November 30,

Net (Loss)

2006

($3,461,000)


(b)

At August 31, 2006 the Company reported shareholders’ equity of $1,863,000.


3.

In reviewing the eligibility of the Company’s Common Stock for continued listing, the Exchange has complied with its standards and procedures as follows:


(a)

On November 29, 2006 the Company was notified by the Amex that following a review of the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2006, Eagle was not in compliance Section 1003(a)(i) of the Company Guide with shareholders’ equity of less than $2,000,000 and losses from continuing operations and net losses in two out of its three most recent fiscal years; Section 1003(a)(ii) of the Company Guide with shareholders’ equity of less than $4 million and losses from continuing operations and net losses in three of its four most recent fiscal years; and Section 1003(a)(iii) of the Company Guide with shareholders’ equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years. The Company was given the opportunity to submit a plan by December 29, 2006 outlining its plan to regain compliance with Amex continued listing standards within a maximum of 18 months.


(b)

The Company submitted its plan to regain compliance on January 5, 2007 (the “Plan”). On February 7, 2007, the Exchange notified Eagle it had determined to initiate immediate delisting proceedings against the Company based on the Staff’s determination that that the Plan did not make a reasonable demonstration that the Company could regain compliance within the required timeframe (the “Staff Determination”).


(c)

On February 13, 2007 the Company requested, pursuant to Sections 1203 and 1009(d) of the Company Guide, an oral hearing to appeal the Amex determination before a Listing Qualifications Panel of the Amex Committee on Securities (the “Panel”). A hearing before the Panel was set for March 29, 2007.


(d)

On March 27, 2007, the Company notified the Exchange in writing of its decision to withdraw its request for a hearing before the Panel.


Accordingly, the Exchange, having complied with all of its procedures, is authorized to file this application in accordance with Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder.


4.

In the opinion of the Exchange, all of the material facts relating to the reasons for this application are contained herein.


5.

The Exchange official whose signature is set forth below is duly authorized to file this application.


6.

In accordance with the provisions of Rule 12d2-2, the Exchange has issued public notice of its final determination to remove the Company’s securities from listing and/or registration by issuing a press release and posting notice on www.amex.com.  Further, a copy of this application has been forwarded to Mr. David Micek President and Chief Executive Officer of the Company.




/s/


Dennis J. Meekins

Vice President, Listing Qualifications

American Stock Exchange LLC





-----END PRIVACY-ENHANCED MESSAGE-----