-----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, TXT3w5uDrOjEJf6rXs23iVAord4r3487loGmoCLh0qkZoj+E+HTJ4aUhzbKeTyCv VrqNiV+eBEMQjKmdebAPCg== 0001019687-09-000509.txt : 20090213 0001019687-09-000509.hdr.sgml : 20090213 20090213171713 ACCESSION NUMBER: 0001019687-09-000509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090213 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILINC COMMUNICATIONS INC CENTRAL INDEX KEY: 0001042291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 760545043 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13725 FILM NUMBER: 09605272 BUSINESS ADDRESS: STREET 1: 2999 NORTH 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6029521200 MAIL ADDRESS: STREET 1: 2999 N 44TH STREET STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: EDT LEARNING INC DATE OF NAME CHANGE: 20010814 FORMER COMPANY: FORMER CONFORMED NAME: E-DENTIST COM INC DATE OF NAME CHANGE: 20001114 FORMER COMPANY: FORMER CONFORMED NAME: PENTEGRA DENTAL GROUP INC DATE OF NAME CHANGE: 19970822 8-K 1 ilinc_8k-021309.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): February 13, 2009 -------------- ILINC COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-13725 76-0545043 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 2999 NORTH 44TH STREET, SUITE 650, PHOENIX, ARIZONA 85018 (Address of principal executive offices) (Zip Code) (602) 952-1200 (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: [ ] 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 3.01(d). NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. As the result of the Company's decision to file paperwork with the Securities and Exchange Commission ("SEC") to suspend the Company's reporting obligations under the Securities Exchange Act of 1934 (the "Exchange Act") as further described in Item 8.01, the Company's common stock is no longer eligible for trading on the NYSE Alternext or the Over-the Counter Bulletin Board. ITEM 8.01. OTHER EVENTS On February 13, 2009, the Company filed paperwork with the SEC to terminate the Company's registration under the Exchange Act. As a result, the Company's reporting obligations under the Securities Exchange Act automatically have been suspended. A copy of the Company's press release is attached as Exhibit 99.1 to this current report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibit is filed herewith: EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press release dated February 13, 2009 issued by iLinc Communications, Inc. Filed herewith. SIGNATURE 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. iLINC COMMUNICATIONS, INC. By:/s/James M. Powers, Jr. --------------------------------- President and Chief Executive Officer Date: February 13, 2009 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------ ----------------------- 99.1 Copy of press release issued by iLinc Communications, Inc. on February 13, 2009. EX-99.1 2 ilinc_8kex99-1.txt PRESS RELEASE Exhibit 99.1 ILINC ELECTS TO DEREGISTER -------------------------- Remaining a Small Public Company Not Worth the Price PHOENIX, Arizona (February 13, 2009) - iLinc (AMEX:ILC), a leader in web conferencing, desktop video conferencing software, filed paperwork today with the Securities and Exchange Commission to terminate the Company's registration under the Securities Exchange Act. As a result, the Company's reporting obligations under the Securities Exchange Act automatically have been suspended and the Company will no longer be trading on the NYSE Alternext exchange starting Monday, February 16, 2009. The Company had been engaged for over a year in a study of the benefits and costs associated with being publicly traded as a reporting company. After careful analysis, deliberation and discussion, the Board of Directors concluded that deregistration was in the best interests of iLinc's stockholders, and the most logical choice given all circumstances. James M. Powers, Jr., President and Chief Executive Officer of iLinc, said, "We have been engaged in a thorough analysis of the benefits and costs associated with remaining a small reporting company for some time now. The recent downturn in the stock market, the continuing recession, and the high cost of capital were precipitating factors that made us believe the decision to deregister was the proper direction for iLinc." Dr. Powers continued, "Simply put, we do not believe that we are likely to derive the traditional benefits of being public and the costs are continuing to rise. Our depressed stock price effectively removed the use of our stock as currency for additional capital or strategic acquisitions. Furthermore, we currently spend almost $500,000 per year just to remain a publicly traded reporting company, and anticipated increasing regulatory burdens are likely to increase those costs. In addition to the anticipated savings, deregistration will permit our employees to focus on sales, marketing and software development activities, rather than public filings. We see the redirection of that cash towards revenue growth and ultimate profitability as a more judicious use of a precious resource. Finally, while we could have taken steps to remain listed with the NYSE Alternext exchange through the conversion of debt or a capital raise, doing so in these market conditions would have been extremely dilutive to existing stockholders. Delisting by the NYSE Alternext exchange and listing on the bulletin board (OTC) exchange would have been another alternative, but that alternative would not have eliminated the cost of remaining a reporting company. So with the combination of those factors and many others, we believe that the decision to deregister is the most prudent decision for the ultimate benefit of our stockholders, customers and employees alike." "Please understand that we view deregistration as a first step and we have also begun exploring all strategic options available to the Company. We remain well-positioned in a growing video and web conferencing market and are seeing increasing sales transaction volume that is providing compounding SaaS revenue growth. From the foundation of those upward revenue trends and the expense savings associated with deregistration, we plan to take additional steps that will ultimately obtain for our stockholders the true value of the Company," concluded Dr. Powers. ABOUT ILINC COMMUNICATIONS, INC. iLinc, a recognized leader in web conferencing, desktop video conferencing software and collaboration solutions, aims to revolutionize the way organizations meet and communicate. Through its software and services, iLinc liberates people by enabling them to get more done, travel less, achieve work-life balance while preserving the environment. iLinc offers the only enterprise-class web and video conferencing software that allows customers to choose between a software-as-a-service (SaaS) rental model or a traditional software purchase model, in combination with hosting by iLinc or on-premise installation. iLinc is headquartered in Phoenix, Arizona. THIS PRESS RELEASE CONTAINS INFORMATION THAT CONSTITUTES FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ANY SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISK AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS DESCRIBED WITHIN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CONTRIBUTE TO SUCH DIFFERENCES ARE DISCLOSED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q, AND OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE FORWARD-LOOKING INFORMATION PROVIDED HEREIN REPRESENTS THE COMPANY'S ESTIMATES, BELIEFS, JUDGMENTS AND EXPECTATIONS AS OF THE DATE OF THE PRESS RELEASE, AND SUBSEQUENT EVENTS AND DEVELOPMENTS MAY CAUSE THE COMPANY'S ESTIMATES, JUDGMENT AND EXPECTATIONS TO CHANGE. THE COMPANY SPECIFICALLY DISCLAIMS ANY OBLIGATION TO UPDATE THE FORWARD-LOOKING INFORMATION IN THE FUTURE. THEREFORE, THIS FORWARD-LOOKING INFORMATION SHOULD NOT BE RELIED UPON AS REPRESENTING THE COMPANY'S ESTIMATES AND EXPECTATIONS OF ITS FUTURE FINANCIAL PERFORMANCE AS OF ANY DATE SUBSEQUENT TO THE DATE OF THIS PRESS RELEASE. -----END PRIVACY-ENHANCED MESSAGE-----